NOTE 10 – SUBSEQUENT EVENTS 

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 

On April 1, 2024, Camel Bay, LLC (“Camel Bay”), a significant shareholder of Battery Future Acquisition Corp (the “Company”), loaned to the Company an aggregate of $100,000 for working capital purposes. The loan is evidenced by a promissory note (the “Note”) which is non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, Camel Bay will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into warrants (the “Warrants”) of the Company, with each Warrant entitling the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share. The Warrants issued as a result of conversion of the Note will be identical to the “private placement warrants” issued by the Company in connection with its initial public offering. 

On May 7, 2024, the Company filed a definitive proxy statement for the purposes of calling an extraordinary general meeting of the Company’s shareholders to approve, among other proposals, an amendment to and restatement of the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which it has to consummate an initial business combination from June 17, 2024 to June 17, 2025 (the “Combination Period”).

On May 12, 2024, the Company executed an Agreement and plan of merger with Class Over Inc. (“Target”), Classover Holdings, Inc. (“Pubco”), BFAC Merger Sub 1 Corp. (“Merger Sub 1”), and BFAC Merger Sub 2 Corp. (“Merger Sub 2”). The agreement provides for Pubco’s acquisition of 100% of the issued and outstanding equity of the Target in exchange for the issuance of 1) an aggregate of 6,534,014 shares of Pubco Class A common stock and 2) an aggregate of 5,964,986 shares of Pubco Class B common stock to the Target stockholders and Target noteholders and 3) an aggregate of 1,000,000 shares of Pubco preferred stock allocated among the Target stockholders and Target noteholders as specified in the Merger Agreement. Closing of the agreement is subject to satisfaction of certain conditions precedent to closing. The Target is a provider of educational technology solutions and online live educational courses. The transaction values the Target at an enterprise value of approximately $135 million.