November 18, 2022
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE Washington, DC 20549
Battery Future Acquisition Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 1, 2022
CIK No. 0001880441
On behalf of our client, Battery Future Acquisition Corp. (the Company), we are writing to submit the Companys response to the comment of the staff (the Staff) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the Commission) set forth in its letter, dated November 18, 2022, relating to the Companys Annual Report on Form 10-K for the year ended December 31, 2021, as submitted via EDGAR on April 1, 2022.
We have set forth below the comment in the Staffs letter, in bold, and the Companys response thereto.
Form 10-K for the Fiscal Year Ended December 31, 2021
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.
Response: The Company respectfully advises the Staff that the Companys sponsor, Battery Future Sponsor LLC (the Sponsor), is not controlled by a non-U.S. person. Battery Future Manager LLC (the Manager) is a Delaware limited liability company and the manager of the Sponsor. Kristopher Salinger, the Companys Chief Financial Officer and a director, is the sole member of Battery Future Manager LLC. Mr. Salinger is both a U.S. and Australian citizen. Under the organizational documents of the Sponsor, management and control of the Sponsor have been vested exclusively in the Manager. Accordingly, Mr. Salinger, as the sole member of the Manager, has voting and investment discretion with respect to the ordinary shares of the Company held of record by the Sponsor. However, a portion of the Sponsors funds have been provided by non-U.S. persons, including certain directors and officers of the Company.
In light of the Sponsors substantial ties to non-U.S. persons, at the Staffs request, the Company has prepared additional risk factor disclosure that it proposes to include in the Companys next periodic filing to discuss the risk that the Company may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS). The text of the proposed new disclosure is set forth below:
The Committee on Foreign Investment in the United States (CFIUS) or other regulatory agencies may modify, delay or prevent our Business Combination.
The Committee on Foreign Investment in the United States (CFIUS) has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in control of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUSs expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to critical technologies, critical infrastructure and/or sensitive personal data.
Our Sponsor has substantial ties to non-U.S. persons, and certain of the members of our Board are non-U.S. persons. Although Kristopher Salinger, our Chief Financial Officer, is both a U.S. and Australian citizen and, as the manager of the Sponsor, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor, a portion of the funds invested in the Sponsor were provided by non-U.S. persons. Although the Sponsor held approximately 12% of the ordinary shares of the Company as of the date of this report and the Companys organizational documents do not grant investors in the Sponsor special information or governance rights with respect to the Company, we cannot predict whether the Company may be deemed to be a foreign person under the regulations relating to CFIUS or may be subject to review by any other U.S. government entity. In addition, targets with which the Company may pursue a Business Combination could also include foreign investment or have other ties to non-U.S. persons. As such, a Business Combination with a U.S. business or foreign business with U.S. subsidiaries that we may wish to pursue may be subject to CFIUS review or other regulatory review, depending on the Companys ultimate share ownership following the Business Combination and other factors. If a particular proposed Business Combination with a U.S. business falls within CFIUSs jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or we may determine to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to modify or delay our proposed Business Combination, impose conditions with respect to such Business Combination, request the President of the United States to order us to divest all or a portion of the U.S. target business of our Business Combination that we acquired without first obtaining CFIUS approval or prohibit the Business Combination entirely. Accordingly, the pool of potential targets with which the proposed Business Combination can occur may be limited. The time necessary for CFIUS review of the transaction or a decision to delay or prohibit the transaction may also prevent the Business Combination from occurring within the applicable time period required under the Companys Amended and Restated Memorandum and Articles of Association. These risks may limit the attractiveness of, delay or prevent us from pursuing our initial Business Combination with certain target companies that we believe would otherwise be attractive to us and our shareholders.
Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy, and we have limited time to complete our Business Combination. If we are unable to consummate our Business Combination within the applicable time period required under the Companys Amended and Restated Memorandum and Articles of Association, we will be required to wind up, redeem and liquidate. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment through a Business Combination. Additionally, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up.
* * * * * * *
If you have any questions, please feel free to contact me at (212) 294-2639. Thank you for your cooperation and prompt attention to this matter.
|/s/ David A. Sakowitz|
|David A. Sakowitz|
|cc:||Kristopher Salinger, Chief Financial Officer, Battery Future Acquisition Corp.|