Battery Future Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 30, 2024

8 The Green

#18195

Dover, DE 19901

(Address of principal executive office) (zip code)

929-465-9707

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement

As previously disclosed, on May 7, 2024, Battery Future Acquisition Corp. (the “Company”) filed a definitive proxy statement on Schedule 14A (File No: 001-41158) (“Proxy Statement”) for the purposes of calling an extraordinary general meeting of the Company’s shareholders (the “Meeting”) to approve, among other proposals, an amendment to and restatement of the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which it has to consummate an initial business combination. The Meeting was held on May 30, 2024. The proposals and the results of the Meeting are described in further detail below in Item 5.07.

Effective May 30, 2024, the Company and Camel Bay LLC, a significant shareholder of the Company (the “Insider”), entered into non-redemption agreements (“Non-Redemption Agreements”) with several unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to not redeem an aggregate of 140,800  Class A ordinary shares (“Non-Redeemed Shares”) at the Meeting. In exchange for the foregoing commitment to the Company to not redeem the Non-Redeemed Shares, the Insider has agreed to transfer to such shareholders, contemporaneously with the closing of the Company’s initial business combination, an aggregate 35,200 Class B ordinary shares of the Company (“Founder Shares”) held by the Insider for the first nine months of the extension period and an aggregate of 3,520 additional Founder Shares for each subsequent month needed during the extension period, provided that such shareholders do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and the extension is approved and effectuated. The Non-Redemption Agreements increased the amount of funds that remained in the Company’s trust account established in connection with Company’s initial public offering following the Meeting.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

The information included in Item 5.07 is incorporated by reference into this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 30, 2024, the Company held the Meeting to approve proposals to (i) amend the Charter to effectuate an extension of time for the Company to consummate an initial business combination from June 17, 2024 to June 17, 2025 or such earlier liquidation and dissolution date as the Company’s board of directors may approve (the “Extension”) and (ii) to re-elect one member of the Company’s board of directors (the “Board”), Wei Qian, as a Class I director, to hold office until the third succeeding general meeting and until his successor is duly elected and qualified. An aggregate of 11,620,989 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of April 30, 2024, were represented in person or by proxy at the Meeting.

The Company’s shareholders voted on the following proposals at the Meeting, which were approved:

In connection with the Meeting, public holders of an aggregate of 1,487,474 Class A ordinary shares of the Company sold in its initial public offering (“public shares”) exercised, and did not reverse, their right to redeem their public shares (leaving an aggregate of 3,683,125 public shares outstanding after the Meeting). The amount held in the Company’s trust account following such redemptions was an aggregate of $41,188,385.51, or approximately $11.18 per share.

On June 3, 2024, the Company filed a Fourth Amended and Restated Memorandum and Articles of Association with the Cayman Islands Registrar of Companies to effectuate the Extension. A copy of the Fourth Amended and Restated Memorandum and Articles of Association is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.