UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 11, 2023 (
(Exact name of registrant as specified in its charter)
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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. |
On April 5, 2023, Battery Future Acquisition Corp. (“BFAC”) issued an unsecured convertible promissory note in the aggregate principal amount of $1,000,000 (the “Note”) to Pala Investments Limited (“Pala”) with each advance not to exceed $500,000. Pursuant to the Note, BFAC agreed to repay the outstanding principal amount of the Note on the earlier of (i) June 16, 2023 (as may be extended in accordance with the terms of the Note) and (ii) the effective date of a business combination (the “Maturity Date”).
At any time on or prior to the Maturity Date, Pala may elect to convert the outstanding principal balance and interest accrued on the Note into warrants to purchase Class A ordinary shares of BFAC at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to Pala in connection with BFAC’s initial public offering that closed December 17, 2021. The Note bears interest at a rate of ten percent (10.00%) per annum. In the event that BFAC does not consummate a business combination, the Note will be repaid only from amounts remaining outside of BFAC’s trust account, if any.
The proceeds of the Note will be used by BFAC for working capital purposes.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished with this report.
| Exhibit No. |
Description | |
| 10.1 | Convertible Promissory Note dated as of April 5, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Battery Future Acquisition Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BATTERY FUTURE ACQUISITION CORP. | ||||||
| Date: April 11, 2023 | By: | /s/ Kristopher Salinger | ||||
| Kristopher Salinger | ||||||
| Chief Financial Officer | ||||||