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): December ~~November 22~~16, 2024

Battery Future Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41158

98-1618517

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8 The Green

#18195

Dover, DE 19901

(Address of principal executive office) (zip code)

Registrant’s telephone number, including area code: 929-465-9707

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):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	~~BFAC.U~~BFQUF	~~New York Stock Exchange~~None
Class A ordinary shares, par value $0.0001 per share	~~BFAC~~BFACF	~~New York Stock Exchange~~None
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	~~BFAC.WS~~BFQWF	~~New York Stock Exchange~~None

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 13.01. ~~Entry~~Notice ~~Into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~November~~December 2216, 2024, Battery Future Acquisition Corp. (the “~~BFAC~~Company”) received ~~and~~a ~~its~~written ~~wholly-owned~~notice ~~subsidiary,~~(the ~~Classover~~“Notice”) from ~~Holdings,~~the ~~Inc.~~staff of NYSE Regulation (the “~~Pubco~~Staff”), ~~entered~~of ~~into~~the aNew ~~securities~~York ~~purchase agreement~~Stock ~~(the~~Exchange (“~~PIPE Agreement~~NYSE”) indicating ~~with~~that athe ~~third~~Staff ~~party~~has ~~investor~~determined (to commence proceedings to delist the Company’s Class A ordinary shares, par value $0.0001 per share (“~~PIPE~~Ordinary ~~Investor~~Shares”), ~~pursuant~~redeemable ~~to which~~warrants, ~~among~~each ~~other~~whole ~~things~~warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share (“Warrants”), ~~the~~and ~~PIPE~~units, ~~Investor~~each ~~agreed~~consisting toof ~~subscribe~~one ~~for~~Ordinary Share and ~~purchase~~one-half ~~from~~of ~~Pubco~~one Warrant (the “Units”), ~~and~~from ~~Pubco~~the ~~agreed~~NYSE. The Notice indicated that the Staff reached its decision to ~~issue~~delist ~~and~~the ~~sell~~Company’s securities pursuant to ~~such~~Section ~~PIPE~~802.01B ~~Investor~~and Section 102.06e of the NYSE’s Listed Company Manual, in ~~connection~~because ~~with~~ the Company failed to consummate a business combination ~~(“Business~~within ~~Combination”~~the shorter of (i) ~~among~~the ~~BFAC,~~time ~~Pubco~~period ~~and~~specified ~~Class~~by ~~Over~~its ~~Inc~~constitutive documents or by contract or (ii) three years., ~~shares~~The ofNotice ~~Series~~further Bnoted ~~preferred~~that ~~stock~~the ofNYSE ~~Pubco~~will ~~(“Series~~apply Bto ~~Pubco~~the ~~Preferred~~Securities ~~Stock~~and Exchange Commission (“SEC”) ~~for~~to andelist ~~aggregate~~the ~~amount~~Company’s Securities upon completion of upapplicable ~~to $5~~procedures, ~~million~~including any appeal by the Company of NYSE Regulation’s decision.

InPursuant ~~connection~~to ~~with~~ the ~~transaction,~~appeal ~~Pubco~~procedures ~~and~~set forth in the ~~PIPE~~NYSE ~~Investor~~Listed ~~will~~Companies ~~enter~~Manual, ~~into~~the Company has a ~~registration~~right ~~rights~~to ~~agreement~~request (a review of the ~~“PIPE~~Staff’s ~~Registration~~determination ~~Rights~~by ~~Agreement”)~~a ~~pursuant~~Committee toof ~~which,~~the ~~among~~Board ~~other~~of ~~things,~~Directors ~~Pubco~~of ~~will~~the ~~grant~~NYSE. toHowever, the ~~PIPE~~Company ~~Investor~~does ~~demand~~not ~~and~~intend ~~piggyback~~to ~~registration~~exercise ~~rights~~its ~~relating~~right to ~~the~~request ~~shares~~a review of ~~Pubco~~the ~~Class~~Staff’s Bdetermination ~~Common~~and ~~Stock~~instead ~~issuable~~will ~~upon~~focus ~~conversion~~its ofefforts ~~the~~on ~~shares~~consummating ofits ~~Series~~pending Bbusiness ~~Pubco~~combination ~~Preferred~~transaction ~~Stock~~with toClass beOver ~~issued~~Inc. ~~pursuant~~(“Class toOver”) as previously disclosed in filings with the ~~PIPE~~SEC ~~Agreement~~(the “Business Combination”).

~~Pursuant~~Trading ~~to the PIPE Agreement, Pubco will issue up to an aggregate~~ of ~~5,000 shares of Series B Pubco Preferred Stock. Of such shares, (i) 2,400 shares shall be issued upon consummation of~~ the ~~Business~~Ordinary ~~Combination~~Shares, ~~(ii) up to 1,600 shares shall be issued upon exercise of certain warrants to purchase shares of Series B Pubco Preferred Stock (the “First Preferred~~ Warrants~~”),~~ ~~which~~and ~~the~~Units ~~holder may exercise at any time~~ on ~~or after~~ the ~~issuance~~NYSE ~~date;~~was ~~provided~~suspended ~~that,~~as ~~subject~~of to the ~~satisfaction~~date of ~~certain conditions, Pubco has~~ the ~~right~~Notice. toEffective ~~force~~as ~~the exercise~~ of ~~such~~December ~~First Preferred Warrants at any time on or after 60 trading days after the consummation of the Business Combination and (iii) up to 1~~17,~~000~~ ~~shares shall be issued upon exercise of certain warrants to purchase shares of Series B Pubco Preferred Stock (the “Second Preferred Warrants”~~2024, ~~and collectively with~~ the ~~First~~Ordinary ~~Preferred Warrants~~Shares, ~~the “Preferred~~ Warrants~~”),~~ ~~which~~and ~~the~~Units ~~Holder~~are ~~may~~quoted ~~exercise~~and attraded ~~any~~in ~~time on or after~~ the 6over-~~month anniversary of~~ the ~~consummation of the Business Combination. The Preferred Warrants expire on the 12~~-~~month~~counter ~~anniversary~~market ofunder the ~~consummation~~ticker ofsymbols ~~the~~“BFACF” ~~Business~~and ~~Combination~~“BFQWF” and ~~have an initial exercise price of $1~~“BFQUF,~~000,~~” ~~subject to adjustment as set forth therein~~respectively.

~~Holders~~Additional ofInformation ~~Series~~about ~~B Pubco Preferred Stock will be entitled to receive dividends equal, on an as-if-converted to shares of Class B Common Stock basis, to and in~~ the ~~same~~Business ~~form~~Combination ~~as dividends actually paid on shares of the Class B Common Stock when, as,~~ and ifWhere ~~such~~to ~~dividends~~Find are paid on shares of the Class B Common Stock. From and after the occurrence and during the continuance of any Triggering Event (as defined below), dividends shall accrue on the stated value of each share of Series B Pubco Preferred Stock at a rate of 18% per annum until such Triggering Event is cured.It

OnIn ~~any~~connection ~~matter~~with ~~presented~~the toBusiness ~~the~~Combination, ~~stockholders~~Class ofOver ~~Pubco~~and ~~for~~Classover ~~their~~Holdings, ~~action~~Inc., ora ~~consideration~~Delaware atcorporation ~~any~~and ~~meeting~~wholly-owned subsidiary of ~~stockholders~~the ofCompany (“Pubco”), ~~(or~~have byfiled ~~written~~with ~~consent~~the ofSEC ~~stockholders~~a inregistration ~~lieu~~statement ofon ~~meeting)~~Form ~~that~~S-4 ~~requires~~(the ~~authorization~~“Registration ofStatement”), ~~holders~~which ofincludes ~~Series~~a Bpreliminary ~~Pubco~~proxy ~~Preferred~~statement ~~Stock,~~of ~~each~~the ~~holder~~Company ofand ~~outstanding~~a ~~shares~~preliminary prospectus of ~~Series B~~ Pubco ~~Preferred~~relating ~~Stock shall be entitled~~ to ~~cast~~ the ~~number~~securities of ~~votes~~Pubco ~~equal~~ to ~~the~~be ~~number~~issued ofin ~~whole~~connection ~~shares~~with ofthe ~~Class~~Business BCombination. ~~Common~~After ~~Stock~~the ~~into~~Registration ~~which~~Statement ~~the~~is ~~shares~~declared ofeffective, ~~Pubco~~the ~~Preferred~~Company ~~Stock~~will ~~held~~mail bya ~~such~~definitive ~~holder~~proxy ~~are~~statement ~~convertible~~relating asto of the ~~record~~Business ~~date~~Combination ~~for~~and ~~determining~~other ~~stockholders~~relevant ~~entitled~~documents to ~~vote~~the onholders ~~such~~of ~~matter.~~Ordinary ~~Except~~Shares as(the ~~provided~~“Company byShareholders”). ~~law~~The orRegistration ~~pursuant~~Statement, toincluding the ~~provisions~~proxy ofstatement/prospectus ~~the~~contained ~~Certificate~~therein, ofwhen ~~Designations~~declared ~~governing~~effective by the ~~Series~~SEC, Bwill ~~Pubco~~contain ~~Preferred~~important ~~Stock~~information (about the ~~“Certificate~~Business ofCombination ~~Designations”),~~and ~~holders~~the ofother ~~Series~~matters Bto ~~Pubco~~be ~~Preferred~~voted ~~Stock~~upon ~~shall~~at ~~vote~~a ~~together~~meeting ~~with~~of ~~the~~Company ~~holders~~Shareholders ofto ~~Pubco~~be ~~Common~~held ~~Stock~~to asapprove athe ~~single~~Business ~~class~~Combination (and onrelated anmatters). ~~as-converted~~This tocurrent ~~Class~~report Bon ~~Common~~Form ~~Stock~~8-K ~~basis.~~(this In“Report”) ~~addition,~~is asnot ~~long~~a assubstitute ~~any~~for ~~shares~~the ofRegistration ~~Series~~Statement, Bthe ~~Pubco~~definitive ~~Preferred~~proxy ~~Stock~~statement/final ~~are~~prospectus ~~outstanding,~~or ~~Pubco~~any ~~may~~other ~~not,~~document ~~without~~that the ~~consent~~Company ofwill asend ~~majority~~to ofCompany ~~the~~Shareholders ~~holders~~in ofconnection ~~such~~with ~~preferred~~the ~~stock,~~Business ~~(a)~~Combination. ~~amend,~~This ~~alter~~Report ordoes ~~repeal~~not ~~any~~contain ~~provision~~all of the ~~its~~information ~~certificate~~that ofshould ~~incorporation,~~be ~~bylaws~~considered orconcerning the ~~Certificate~~Business ofCombination ~~Designations~~and inother amatters ~~manner~~and ~~that~~is ~~adversely~~not ~~affects~~intended ~~the~~to ~~powers,~~provide ~~preferences or rights of~~ the ~~Series~~basis Bfor ~~Pubco~~any ~~Preferred~~investment ~~Stock,~~decision ~~(b) increase~~ or ~~decrease~~any ~~(except~~other ~~upon~~decision ~~conversion)~~in ~~the~~respect ~~number~~ of ~~authorized~~such ~~shares~~matters. ofThe ~~Series~~Company Band Pubco ~~Preferred~~may ~~Stock,~~also ~~(c)~~file ~~pay~~other ~~dividends~~documents orwith ~~make~~the ~~any~~SEC ~~other~~regarding ~~distribution~~the onBusiness ~~any~~Combination. ~~shares~~Investors ofand ~~any~~security ~~junior~~holders ~~ranking~~of ~~capital~~the ~~stock,~~Company ~~(d)~~are ~~issue~~advised ~~any~~to ~~Series~~read, Bwhen ~~Pubco~~available, ~~Preferred~~the ~~Stock~~proxy ~~other~~statement/prospectus ~~than~~in asconnection ~~contemplated~~with by the ~~Certificate~~Company’s solicitation of ~~Designations~~proxies orfor ~~pursuant~~its toextraordinary ~~the~~general ~~PIPE~~meeting ~~Agreement~~of orstockholders ~~(e)~~to ~~issue,~~be orheld ~~obligate~~to ~~itself~~approve tothe ~~issue~~Business ~~shares~~Combination ~~of,~~(and ~~any~~related ~~additional~~matters) ~~class~~and orother ~~series~~documents offiled ~~capital~~in ~~stock~~connection ~~unless~~with the ~~same~~Business ~~ranks~~Combination, ~~junior~~as orthese ~~pari~~materials ~~passu~~will tocontain ~~the~~important ~~Series~~information Babout ~~Pubco~~the ~~Preferred~~Company, ~~Stock~~Class ~~with~~Over, ~~respect~~Pubco toand the ~~distribution~~Business ~~of assets on any liquidation~~Combination.

~~The~~When ~~Series~~available, ~~B Pubco Preferred Stock shall rank senior to~~ the ~~Series~~definitive Aproxy ~~Pubco~~statement ~~Preferred Stock~~ and ~~all~~other ~~common~~relevant ~~stock. At~~materials ~~any~~for ~~time after~~ the ~~30th~~Business ~~calendar~~Combination ~~day after the issuance date (the “Initial Convertibility Date”), the Series B Pubco Preferred Stock~~ will be ~~convertible~~mailed ~~into~~to ~~shares~~the ofCompany ~~Pubco~~Shareholders ~~Class~~as ~~B Common Stock by taking 120%~~ of ~~the~~a ~~stated~~record ~~value~~date ofto ~~the~~be ~~shares~~established ~~being~~for ~~converted~~voting ~~divided~~on by the ~~conversion~~Business ~~price (which is initially set at $12~~Combination.00 ~~per~~Company ~~share,~~Shareholders ~~subject~~may toalso ~~adjustment~~obtain ~~for~~copies ~~stock dividends, splits and similar structural changes). In addition, if Pubco, at any time while shares~~ of ~~Series~~the Bpreliminary ~~Pubco~~proxy ~~Preferred Stock are outstanding~~statement/prospectus, ~~shall~~and ~~sell~~will oralso ~~grant~~be ~~any~~able ~~option~~ to ~~purchase,~~obtain orcopies ~~sell or grant any right to reprice, or otherwise dispose~~ of orthe ~~issue~~definitive ~~(or~~proxy ~~announce~~statement/prospectus ~~any~~and ~~offer, sale, grant or any option to purchase or~~ other ~~disposition)~~documents ~~any~~filed ~~Class B Common Stock~~ or ~~Class~~that Bwill ~~Common~~be ~~Stock~~filed ~~equivalents~~with ~~entitling~~the ~~any~~SEC ~~person to acquire shares of Class B Common Stock, or adjust, whether~~ by operation of purchase price adjustment, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Class B Common Stock or outstanding Class B Common Stock equivalents, at an effective price per share less than the ~~then~~Company ~~conversion~~through ~~price, then~~ the ~~conversion~~website ~~price~~maintained ~~shall~~by ~~be reduced to such lower price; provided, however, that~~ the ~~conversion~~SEC ~~price~~at ~~shall not be adjusted in connection with issuances of (a) awards to employees~~www.sec.gov, ~~officers, consultants~~ or ~~directors~~by ofdirecting ~~Pubco~~a ~~pursuant~~request to ~~any~~Battery ~~existing~~Future ~~stock~~Acquisition orCorp., ~~option~~8 ~~plan~~The orGreen, ~~any future duly adopted stock option plan~~#18195, ~~(b) securities upon the exercise or exchange of or conversion of any securities issued and outstanding on the date of the new issuance~~Dover, ~~provided~~DE ~~that such securities have not been amended or otherwise adjusted since such date to increase the number of such securities or to decrease the exercise price~~19901, ~~exchange price~~ or ~~conversion~~by ~~price~~telephone ofat ~~such securities, and~~ (c929) ~~securities pursuant to certain acquisitions or strategic transactions~~465-9707.

InParticipants addition, at any time after the Initial Convertibility Date, at the option of the holder or upon the occurrence of certain triggering events, such as the suspension of trading of the Class B Common Stock on a stock exchange, the failure to pay amounts to the holders of Series B Pubco Preferred Stock when due and any bankruptcy of Pubco, the holders of the Series B Pubco Preferred Stock shall be entitled to convert such shares into Class B Common Stock at an “Alternate Conversion Price” (as defined in the ~~Certificate~~Solicitation of Designations). Alternatively, upon the occurrence of any triggering event, the holders have the right to require Pubco to redeem all or any of the Series B Preferred Stock at the Triggering Event Redemption Price (as defined in the Certificate of Designations).Proxies

~~Upon~~The aCompany, ~~change~~Class Over and their respective directors and officers may be deemed participants in the solicitation of ~~control~~proxies of ~~Pubco,~~Company Shareholders in connection with the Business Combination. Company Shareholders, holders of other Company securities and other interested persons may ~~also~~obtain, ~~require~~without ~~Pubco~~charge, more detailed information regarding the directors and officers of the Company. A description of their interests in the Company is contained in the Company’s final prospectus related to ~~redeem~~its ~~all~~initial orpublic ~~any~~offering, dated December 17, 2021, in the Company’s subsequent filings with the SEC, and is contained in the preliminary proxy statement and will be contained in the definitive proxy statements the Company files with the SEC and, in the case of the ~~Series~~definitive Bproxy ~~Preferred~~statement, ~~Stock~~mails to the Company Shareholders. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s security holders in connection with the Business Combination and other matters to be voted upon at the ~~Change~~extraordinary general meeting of ~~Control~~the ~~Redemption~~Company ~~Price~~are ~~(as~~also ~~defined~~set forth in the ~~Certificate~~Registration Statement for the Business Combination. Additional information regarding the interests of ~~Designations)~~participants in the solicitation of proxies in connection with the Business Combination will be included subsequent amendments in the Registration Statement that Pubco and Class Over file with the SEC as required by applicable regulations. You may obtain free copies of these documents as described in the preceding paragraph.

~~The~~INVESTMENT ~~Series~~IN BANY ~~Pubco~~SECURITIES ~~Preferred~~DESCRIBED ~~Stock~~HEREIN isHAS ~~also~~NOT ~~subject~~BEEN toAPPROVED ~~redemption,~~OR atDISAPPROVED ~~Pubco’s~~BY ~~option,~~THE ~~upon~~SEC ~~the~~OR ~~payment~~ANY toOTHER ~~the~~REGULATORY ~~holders~~AUTHORITY ofNOR anHAS ~~amount~~ANY inAUTHORITY ~~cash~~PASSED ~~equal~~UPON toOR ~~110%~~ENDORSED ofTHE ~~the~~MERITS ~~greater~~OF ofTHE ~~(i)~~OFFERING ~~the~~OR ~~stated~~THE ~~value~~ACCURACY ofOR ~~the~~ADEQUACY ~~stock~~OF ~~being~~THE ~~redeemed~~INFORMATION ~~and~~CONTAINED ~~(ii)~~HEREIN. ~~the~~ANY ~~product~~REPRESENTATION ofTO ~~(1)~~THE ~~the~~CONTRARY ~~Conversion~~IS ~~Rate~~A ~~(as~~CRIMINAL defined in the Certificate of Designations) with respect to the amount being redeemed multiplied by (2) the greatest closing sale price of the Pubco Class B Common Stock on any trading day during the period commencing on the date immediately preceding the date Pubco delivers notice to the holders of its intent to redeem the stock and ending on the trading day immediately prior to the date Pubco makes the redemption paymentOFFENSE.

InNo ~~the~~Offer ~~event of any voluntary~~ or involuntary liquidation, dissolution or winding up of Pubco (including upon certain deemed liquidation events), the holders of shares of Series B Pubco Preferred Stock then outstanding shall be entitled to be paid out of the assets of Pubco available for distribution to its stockholders, before any payment shall be made to the holders of Pubco Common Stock or Series A Pubco Preferred Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) 125% of the of the Conversion Amount (as defined in the Certificate of Designations) and (ii) such amount per share as would have been payable had all shares of Series B Pubco Preferred Stock been converted into Class B Common Stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event.Solicitation

~~Except~~This asReport ~~set~~relates ~~forth~~to ~~above,~~a proposed business combination between the ~~Series~~Company Band ~~Pubco~~Class ~~Preferred~~Over. ~~Stock~~This ~~has~~Report nodoes ~~other~~not ~~rights~~constitute an offer to sell or exchange, ~~including~~or nothe ~~dividend~~solicitation ~~rights~~of an offer to buy or exchange, ~~sinking~~any ~~fund~~securities, ~~provisions~~nor shall there be any sale of securities in any jurisdiction in which such offer, ~~redemption~~solicitation ~~provisions~~or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This Report does not constitute a solicitation of a proxy, ~~voting~~consent ~~rights~~or authorization with respect to any securities or ~~preemption~~in ~~rights~~respect of the proposed Business Combination.

~~The~~Forward-Looking foregoing summaries of the PIPE Agreement and the forms of Certificate of Designations governing the Series B Pubco Preferred Stock and the PIPE Registration Rights Agreement and Preferred Stock Warrants are qualified in their entirety by reference to the text of such agreements and documents, which are filed as exhibits hereto and incorporated by reference herein.Statements

~~Item~~Certain 9statements contained in this Report that are not historical facts are forward-looking statements.01 ~~Financial~~Forward-looking ~~Statements~~statements are often accompanied by words such as “believe,” “may”, “will”, “estimate”, “continue”, “expect”, “intend”, “should”, “plan”, “forecast”, “potential”, “seek”, “future”, “look ahead”, “target”, “design”, “develop”, “aim” and ~~Exhibits~~similar expressions to predict or indicate future events or trends, although not all forward-looking statements contain these words. Forward-looking statements generally relate to future events or the Company’s or Class Over’s future financial or operating performance, including possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, the effects of regulation, the satisfaction of closing conditions to the Business Combination and related transactions, the level of redemptions by the Company’s public shareholders and the timing of the completion of the Business Combination, including the anticipated closing date of the Business Combination and the use of the cash proceeds therefrom. For example, statements regarding anticipated growth in the industry in which Class Over operates and anticipated growth in demand for Class Over’s products, projections of Class Over’s future financial results, including future possible growth opportunities for Class Over and other metrics are forward-looking statements. These forward-looking statements also include, but are not limited to, statements regarding the use of Class Over’s comprehensive online interactive live courses, the development and utilization of Class Over’s curricula, estimates and forecasts of financial and performance indicators and predictions of market opportunities. These statements are based on various assumptions (whether or not identified in this Report) and the current expectations of the Company and Company management, and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and situations are difficult or impossible to predict and may differ from assumptions. Many actual events and situations are beyond the control of the Company and Class Over.

~~(d) Exhibits:~~3

Exhibit		Description
4.1		Certificate of Designations of Series B Convertible Preferred Stock
10.1		Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
10.3		Form of Warrant to purchase Series B Convertible Preferred Stock
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

These forward-looking statements are subject to a variety of risks, uncertainties and other factors, including (i) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against the Company, Class Over or others following this announcement and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the failure to obtain approval of the the Company Shareholders, to obtain financing to complete the Business Combination, or to satisfy conditions to closing; (iv) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (v) the ability to meet stock exchange listing standards in connection with, or following the consummation of, the Business Combination; (vi) the risk that the consummation of the Business Combination disrupts current plans and operations of Class Over; (vii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (viii) costs related to the Business Combination; (ix) changes in applicable laws or regulations; (x) the inability to develop or monetize Class Over’s offerings in a timely or successful manner; (xi) Class Over’s ability to enter into agreements with students, suppliers and other third parties on satisfactory terms; (xii) changes in domestic and foreign business, market, financial, political and legal conditions; (xiii) risks related to domestic and international political and macroeconomic uncertainty, including without limitation the conflicts between Russia and Ukraine and Israel and Hamas and the political upheaval in Syria; (xiv) the amount of redemption requests made by the Company’s public shareholders; (xv) the impact of competition on Class Over in the future; and (xvi) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus relating to its initial public offering, dated December 17, 2021, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q, in each case, under the heading “Risk Factors,” and other documents to be filed by the Company and Pubco with the SEC, including the proxy statement/prospectus contained in the Registration Statement. There may be additional risks that neither the Company nor Class Over presently know or that the Company and Class Over currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. If any of these risks become a reality, or if our assumptions prove to be incorrect, the actual results may differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect the expectations, plans, or forecasts of future events and opinions of the Company or Class Over, as applicable, on the date of this Report. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company and Class Over expect that subsequent events and developments will cause the assessments of the Company and Class Over to change. Neither the Company nor Class Over undertakes any duty to update or revise these forward-looking statements or to inform the reader of any matters of which any of them becomes aware of which may affect any matter referred to in this Report. If the Company and Class Over do update one or more forward looking statements, no inference should be drawn that the Company and Class Over will make additional updates thereto or with respect to other forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s and Class Over’s assessments as of any date subsequent to the date of this filing. You should consult with your professional advisors to make your own determinations and should not rely on the forward-looking statements in this Report.

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: November 25, 2024	By:	/s/ Fanghan Sui
Date: December 17, 2024	By:	/s/ Fanghan Sui
		Fanghan Sui
		Chief Executive Officer

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