UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
________ toBATTERY FUTURE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-41158 | 98-1618517 | ||
(State or other jurisdiction incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
777 Brickell Ave
Miami, Florida33131
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +61
(Former name or former address, if changed since last report)
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, par value $0.0001, and one-half of one redeemable warrant | BFAC.U | The New York Stock Exchange | ||
Class A ordinary shares, par value $0.0001 | BFAC | The New York Stock Exchange | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | BFAC.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2underRule12b-2 under the Exchange Act). Yes ☒ No ☐
As of November
BATTERY FUTURE ACQUISITION CORP.
Form 10-Q
For the Quarter Ended September 30, 20222023
Table of Contents
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| PART I. FINANCIAL INFORMATION | ||||||||
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Condensed Balance Sheets as of September 30, | 1 | |||||||
| 2 | ||||||||
| 3 | ||||||||
| 4 | ||||||||
| 5 | ||||||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | |||||||
| 30 | ||||||||
| 30 | ||||||||
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| 1. | 31 | |||||||
| Item 1A. | Risk Factors | 31 | ||||||
Unregistered Sales of Equity Securities and Use of Proceeds | 31 | |||||||
| 32 | ||||||||
| Item 4. | Mine Safety Disclosures | 32 | ||||||
| Item 5. | Other Information | 32 | ||||||
| Item 6. | Exhibits | 33 | ||||||
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| 34 | |||||||
i
PART I-FINANCIAL INFORMATION
| Item 1. | Financial Statements |
BATTERY FUTURE ACQUISITION CORP.
CONDENSED BALANCE SHEETS
September 30, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Cash | $ | 355,310 | $ | 925,758 | ||||
Prepaid expenses | 452,350 | 437,985 | ||||||
Total current assets | 807,660 | 1,363,743 | ||||||
Prepaid expenses –non-current portion | 70,833 | 414,521 | ||||||
Investments held in Trust Account | 353,999,697 | 351,900,888 | ||||||
Total Assets | $ | 354,878,190 | $ | 353,679,152 | ||||
Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||
Accounts payable and accrued expenses | $ | 572,467 | $ | 137,916 | ||||
Due to related party | 56,820 | 11,820 | ||||||
Total current liabilities | 629,287 | 149,736 | ||||||
Warrant liabilities | 3,820,284 | 19,963,011 | ||||||
Total Liabilities | 4,449,571 | 20,112,747 | ||||||
Commitments and Contingencies | ||||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 34,500,000 shares at a approximate redemption value of $10.26 per share as of September 30, 2022 and $10.20 per share as of December 31, 2021 | 353,998,809 | 351,900,000 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no ne issued or outstanding | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none outstanding (excluding 34,500,000 shares subject to possible redemption issued) as of September 30, 2022 and December 31, 2021 | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 863 | 863 | ||||||
Additional paid-in capital | — | — | ||||||
Accumulated deficit | (3,571,053 | ) | (18,334,458 | ) | ||||
Total Shareholders’ Deficit | (3,570,190 | ) | (18,333,595 | ) | ||||
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 354,878,190 | $ | 353,679,152 | ||||
| September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Cash | $ | 123,724 | $ | 299,149 | ||||
| Prepaid expenses | 92,083 | 389,583 | ||||||
| Total current assets | 215,807 | 688,732 | ||||||
| Cash and investments held in Trust Account | 123,589,515 | 356,976,495 | ||||||
| Total Assets | $ | 123,805,322 | $ | 357,665,227 | ||||
| Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||
| Accounts payable and accrued expenses | $ | 2,054,546 | $ | 614,839 | ||||
| Due to related party | 1,797,343 | 11,820 | ||||||
| Total current liabilities | 3,851,889 | 626,659 | ||||||
| Warrant liabilities | 3,806,268 | 2,219,165 | ||||||
| Total Liabilities | 7,658,157 | 2,845,824 | ||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption, $ par value, and shares at an approximate redemption value of $ per share as of September 30, 2023 and $ per share as of December 31, 2022 | 123,588,627 | 356,975,607 | ||||||
| Shareholders’ Deficit: | ||||||||
| Preference shares, $ par value; shares authorized; issued or outstanding as of September 30, 2023 and December 31, 2022 | - | - | ||||||
| Class A ordinary shares, $ par value; shares authorized; outstanding (excluding and shares subject to possible redemption issued) as of September 30, 2023 and December 31, 2022, respectively | - | - | ||||||
| Class B ordinary shares, $ par value; shares authorized; shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 863 | 863 | ||||||
| Additional paid-in capital | - | - | ||||||
| Accumulated deficit | (7,442,325 | ) | (2,157,067 | ) | ||||
| Total Shareholders’ Deficit | (7,441,462 | ) | (2,156,204 | ) | ||||
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 123,805,322 | $ | 357,665,227 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
BATTERY FUTURE ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | For the Period from July 29, 2021 (inception) through September 30, 2021 | ||||||||||
General and administrative expenses | $ | 235,151 | $ | 1,379,322 | $ | 3,677 | ||||||
Loss from operations | (235,151 | ) | (1,379,322 | ) | (3,677 | ) | ||||||
Other income: | ||||||||||||
Interest earned on investment held in Trust Account | 1,588,335 | 2,098,809 | — | |||||||||
Change in fair value of warrant liabilities | 2,382,595 | 16,142,727 | — | |||||||||
Total other income | 3,970,930 | 18,241,536 | — | |||||||||
Net income (loss) | $ | 3,735,779 | $ | 16,862,214 | $ | (3,677 | ) | |||||
Weighted average shares outstanding of Class A redeemable ordinary shares | 34,500,000 | 34,500,000 | — | |||||||||
Basic and diluted net income per share, Class A redeemable ordinary shares | $ | 0.09 | $ | 0.39 | $ | — | ||||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares | 8,625,000 | 8,625,000 | 7,500,000 | |||||||||
Basic and diluted net income per share, Class B non-redeemable ordinary shares | $ | 0.09 | $ | 0.39 | $ | — | ||||||
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| General and administrative expenses | $ | 728,366 | $ | 235,151 | $ | 2,670,974 | $ | 1,379,322 | ||||||||
| Loss from operations | (728,366 | ) | (235,151 | ) | (2,670,974 | ) | (1,379,322 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest earned on investment held in Trust Account | 2,221,087 | 1,588,335 | 8,881,728 | 2,098,809 | ||||||||||||
| Interest on promissory note - related party | (15,044 | ) | - | (27,181 | ) | - | ||||||||||
| Change in fair value of warrant liabilities | (683,593 | ) | 2,382,595 | (1,587,103 | ) | 16,142,727 | ||||||||||
| Total other income (expense), net | 1,522,450 | 3,970,930 | 7,267,444 | 18,241,536 | ||||||||||||
| Net income | $ | 794,084 | $ | 3,735,779 | $ | 4,596,470 | $ | 16,862,214 | ||||||||
| Weighted average redeemable Class A ordinary shares outstanding | 11,436,925 | 34,500,000 | 25,122,706 | 34,500,000 | ||||||||||||
| Basic and diluted net income per share, Class A redeemable ordinary shares | $ | 0.04 | $ | 0.09 | $ | 0.14 | $ | 0.39 | ||||||||
| Weighted average non-redeemable Class B ordinary shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | ||||||||||||
| Basic and diluted net income per share, Class B non-redeemable ordinary shares | $ | 0.04 | $ | 0.09 | $ | 0.14 | $ | 0.39 | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
BATTERY FUTURE ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
| Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance — December 31, 2022 | 8,625,000 | $ | 863 | $ | - | $ | (2,157,067 | ) | $ | (2,156,204 | ) | |||||||||
| Net income | - | - | - | 2,176,769 | 2,176,769 | |||||||||||||||
| Accretion for shares subject to possible redemption | - | - | - | (3,787,699 | ) | (3,787,699 | ) | |||||||||||||
| Balance — March 31, 2023 (unaudited) | 8,625,000 | 863 | - | (3,767,997 | ) | (3,767,134 | ) | |||||||||||||
| Net income | - | - | - | 1,625,617 | 1,625,617 | |||||||||||||||
| Accretion for shares subject to possible redemption | - | - | - | (3,372,942 | ) | (3,372,942 | ) | |||||||||||||
| Balance — June 30, 2023 (unaudited) | 8,625,000 | 863 | - | (5,515,322 | ) | (5,514,459 | ) | |||||||||||||
| Net income | - | - | - | 794,084 | 794,084 | |||||||||||||||
| Accretion for shares subject to possible redemption | - | - | - | (2,721,087 | ) | (2,721,087 | ) | |||||||||||||
| Balance — September 30, 2023 (unaudited) | 8,625,000 | $ | 863 | $ | - | $ | (7,442,325 | ) | $ | (7,441,462 | ) | |||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
Class B Ordinary Shares | Additional Paid-in- Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance — December 31, 2021 (Audited) | 8,625,000 | $ | 863 | $ | — | $ | (18,334,458 | ) | $ | (18,333,595 | ) | |||||||||
Net income | — | — | — | 10,528,741 | 10,528,741 | |||||||||||||||
Balance — March 31, 2022 | 8,625,000 | 863 | — | (7,805,717 | ) | (7,804,854 | ) | |||||||||||||
Net income | — | — | — | 2,597,694 | 2,597,694 | |||||||||||||||
Accretion for shares subject to possible redemption | — | — | — | (511,362 | ) | (511,362 | ) | |||||||||||||
Balance — June 30, 2022 | 8,625,000 | $ | 863 | $ | — | $ | (5,719,385 | ) | $ | (5,718,522 | ) | |||||||||
Net income | — | — | — | 3,735,779 | 3,735,779 | |||||||||||||||
Accretion for shares subject to possible redemption | — | — | — | (1,587,447 | ) | (1,587,447 | ) | |||||||||||||
Balance — September 30, 2022 | 8,625,000 | $ | 863 | $ | — | $ | (3,571,053 | ) | $ | (3,570,190 | ) | |||||||||
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholder’s Equity | |||||||||||||||||
Shares(1) | Amount | |||||||||||||||||||
Balance as of July 29, 2021 (inception) | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Class B ordinary shares issued to Sponsor | 8,540,556 | 854 | 24,146 | 25,000 | ||||||||||||||||
Net loss | — | — | — | (3,677 | ) | (3,677 | ) | |||||||||||||
Balance as of September 30, 2021 | 8,540,556 | $ | 854 | $ | 24,146 | $ | (3,677 | ) | $ | 21,323 | ||||||||||
| Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance — December 31, 2021 | 8,625,000 | $ | 863 | $ | - | $ | (18,334,458 | ) | $ | (18,333,595 | ) | |||||||||
| Net income | - | - | - | 10,528,741 | 10,528,741 | |||||||||||||||
| Balance — March 31, 2022 (unaudited) | 8,625,000 | 863 | - | (7,805,717 | ) | (7,804,854 | ) | |||||||||||||
| Net income | - | - | - | 2,597,694 | 2,597,694 | |||||||||||||||
| Accretion for shares subject to possible redemption | - | - | - | (511,362 | ) | (511,362 | ) | |||||||||||||
| Balance — June 30, 2022 (unaudited) | 8,625,000 | 863 | - | (5,719,385 | ) | (5,718,522 | ) | |||||||||||||
| Net income | - | - | - | 3,735,779 | 3,735,779 | |||||||||||||||
| Accretion for shares subject to possible redemption | - | - | - | (1,587,447 | ) | (1,587,447 | ) | |||||||||||||
| Balance — September 30, 2022 (unaudited) | 8,625,000 | $ | 863 | $ | - | $ | (3,571,053 | ) | $ | (3,570,190 | ) | |||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
BATTERY FUTURE ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2022 | For the Period from July 29, 2021 (inception) through September 30, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 16,862,214 | $ | (3,677 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Interest earned on investments held in Trust Account | (2,098,809 | ) | — | |||||
Change in fair value of warrant liabilities | (16,142,727 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (14,365 | ) | — | |||||
Prepaid expenses –non-current portion | 343,688 | — | ||||||
Accounts payable | 434,551 | 3,677 | ||||||
Due to related party | 45,000 | — | ||||||
Net cash used in operating activities | (570,448 | ) | — | |||||
Net Change in Cash | (570,448 | ) | — | |||||
Cash – Beginning | 925,758 | — | ||||||
Cash – Ending | $ | 355,310 | $ | — | ||||
Supplemental disclosure of cash flow information: | ||||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | — | $ | 25,000 | ||||
Deferred offering costs included in accrued offerings costs and expenses | $ | — | $ | 121,558 | ||||
| For the Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | 4,596,470 | $ | 16,862,214 | ||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned on investments held in Trust Account | (8,881,728 | ) | (2,098,809 | ) | ||||
| Interest on working capital loan – related party | 27,181 | - | ||||||
| Change in fair value of warrant liabilities | 1,587,103 | (16,142,727 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 297,500 | (14,365 | ) | |||||
| Prepaid expenses –non-current portion | - | 343,688 | ||||||
| Accounts payable | 1,439,707 | 434,551 | ||||||
| Due to related party | - | 45,000 | ||||||
| Net cash used in operating activities | (933,767 | ) | (570,448 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Investment of cash in Trust Account | (1,000,000 | ) | - | |||||
| Cash withdrawn from Trust Account in connection with redemption | 243,268,708 | - | ||||||
| Net cash provided by investing activities | 242,268,708 | - | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from promissory note | 1,758,342 | - | ||||||
| Redemption of ordinary shares | (243,268,708 | ) | - | |||||
| Net cash used in financing activities | (241,510,366 | ) | - | |||||
| Net Change in Cash | (175,425 | ) | (570,448 | ) | ||||
| Cash – Beginning of period | 299,149 | 925,758 | ||||||
| Cash – End of period | $ | 123,724 | $ | 355,310 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
BATTERY FUTURE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 1 — – ORGANIZATION, BUSINESS OPERATION AND LIQUIDITY
Battery Future Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 29, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with
As of September 30, 2022,2023, the Company had not commenced any operations. All activity for the period from July 29, 2021 (inception) through September 30, 2022,2023, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below.below, and since the Public Offering, the Company’s search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
The Company’s sponsor is Battery Future Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
The registration statement for the Company’s Public Offering was declared effective on December 14, 2021 (the “Effective Date”). On December 17, 2021, the Company consummated the IPO of units (including the underwriters’ full exercise of their over-allotment option) at $10.00$ per unit (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “public shares”), which is discussed in Note 3. Each Unit consists of one Class A ordinary share
Simultaneously with the consummation of the IPO, the Company consummated the private placement of 16,300,000 warrants (the “Private Placement Warrants”) and Class B ordinary shares, par value $0.0001$ per share, of the Company (the “Founder Shares”) to the Sponsor, Pala Investments Limited (“Pala”), Cantor Fitzgerald & Co. (“Cantor”) and Roth Capital Partners, LLC (“Roth”), generating gross proceeds to the Company of $16,300,000$16,300,000 (the “Private Placement”). In the Private Placement, the Sponsor purchased an aggregate of 9,445,000 Private Placement Warrants, Pala purchased an aggregate of 3,095,000 Private Placement Warrants and Founder Shares, Cantor purchased an aggregate of 2,760,000 Private Placement Warrants and Roth purchased an aggregate of 1,000,000 Private Placement Warrants and Founder Shares.
Transaction costs related to the IPO amounted to $7,607,233$7,607,233, consisting of $6,900,000$6,900,000 of underwriting commissions, and $707,233$707,233 of other offering costs. In addition, $979,690$979,690 of cash was held outside of the Trust Account (as defined below) and was available for working capital purposes.
The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80%80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50%50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
Upon the closing of the Public Offering, management deposited $351,900,000,$351,900,000, or $10.20$ per Unit sold in the Public Offering, including the proceeds of the Private Placement Warrants, in a trust account (“Trust Account”) and willwere only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to modify the substance or timing of the Company’s obligation to redeem 100%% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights
The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement.
The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at
All of the Public Sharespublic shares contain a redemption feature which allows for the redemption of such Public Sharespublic shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Articles. In accordance with Accounting
Redemptions of the Company’s Public Sharespublic shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements,
The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’sBoard (“FASB”) ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A ordinary shares are not classified as a “penny stock” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
The Company will have 18 months from the closing of the Public Offeringuntil November 17, 2023 (or up to 2430 months from the closing of the Public Offering if the Company extends the period of time to consummate thea Business Combination by depositing $3,450,000 ($0.10 per share) ininto the Trust Account, for each three-monthone-month extension, or up to an aggregatethe lesser of $6,900,000 ($0.20$ per share) for a
On June 12, 2023, the Company held an extraordinary general meeting of shareholders and the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution an amendment of the Articles to give the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from June 17, 2023 to June 17, 2024, by depositing into the Trust Account the lesser of (i) $ per outstanding share and (ii) $250,000 (the “Extension Payment”), until the earlier of (a) the completion of a Business Combination and (b) the announcement of the Company’s intention to wind up its operations and liquidate (the “Extension Amendment Proposal”), and (2) a proposal to approve an amendment to the Trust Agreement to (a) provide the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from June 17, 2023 to June 17, 2024 by depositing into the Trust Account, for each one-month extension, the Extension Payment and (b) provide that the company shall hold the trust assets solely in cash in an interest-bearing demand deposit account at a bank from and after the effectiveness of the Charter Amendment and the Trust Amendment (the “Trust Agreement Amendment Proposal”).
In connection with the shareholders’ vote at the extraordinary general meeting, holders of Class A ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $243.2 million (approximately $ per share) was removed from the Trust Account to pay such holders and approximately $120.9 million remained in the Trust Account. As a result of the Redemption, the Company had ordinary shares outstanding, which include Class A ordinary shares and Class B ordinary shares.
On June 14, 2023, an aggregate of $500,000 was deposited by the Sponsor into the Trust Account of the Company for the Company’s public shareholders, representing $ per public share, which enabled the Company to extend the period of time it has to consummate its Business Combination by two months to August 17, 2023 (the “Extension”). The Extension constitutes the first two of up to twelve one-month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its Business Combination.
On each of August 15, 2023, September 15, 2023 and October 12, 2023, an aggregate of $250,000 was deposited by Pala into the Trust Account of the Company for the Company’s public shareholders, representing $ per public share, which enabled the Company to extend the period of time it has to consummate its Business Combination by one month for each Extension to September 17, 2023, October 17, 2023 and November 17, 2023, respectively. The Extensions constitute the third, fourth and fifth of up to twelve one-month extensions permitted under the Company’s governing documents and provide the Company with additional time to complete its Business Combination.
The Company’s initial shareholders, officers and directors, Pala and Roth have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a shareholder vote to approve an amendment to the Company’s Articles to modify the substance or timing of the Company’s obligation to redeem 100%% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not
On February 23, 2023, the Company signed a non-binding letter of intent for a Business Combination with a company in the battery technology sector.
Liquidity and Capital Resources
As of September 30, 2022,2023, the Company had $355,310$123,724 in cash and a working capital deficit of $178,373.
The Company’s liquidity needs up to the closing of the IPO on December 17, 2021 had been satisfied through a payment from the Sponsor of $25,000$25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000$ (see Note 5). The promissory note was fully repaid as of the closing of the IPO.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 20222023 and December 31, 2021, there were no amounts outstanding2022, the Company had approximately $1,758,000 and $0 of borrowings under anythe Working Capital Loans.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’sFASB Accounting Standards Update (“ASU”)
Risks and Uncertainties
Management continues to evaluate the impact of
NOTE 2 — – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Accordingly, theythe unaudited condensed financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the Company’s unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022,2023, are not necessarily indicative of the results that may be expected through December 31, 20222023 or any future periods.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102 (b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $355,310$123,724 and $925,758$299,149 in cash and no cash equivalents as of September 30, 20222023 and December 31, 2021,2022, respectively.
Cash and Investments Held in Trust Account
As of September 30, 2022 and December 31, 2021,2022, substantially all of the assets held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under
Since May 18, 2023, all of the assets held in the Trust Account have been held solely in cash in an interest-bearing demand deposit account at a bank. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 4.65% per annum.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses$250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on these accounts.
Offering Costs associated with the Initial Public Offering
Offering costs consist of underwriting, legal, accounting and other expenses incurred through the condensed balance sheet date that are directly related to the IPO. The Company complies with the requirements of the
Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 20222023 and December 31, 2021, 2022, and Class A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in
As of September 30, 20222023 and December 31, 2021,2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:
| Summary of Class A Ordinary Shares Temporary Equity | ||||
| Gross proceeds | $ | 345,000,000 | ||
| Less: | ||||
| Proceeds allocated to Public Warrants | (13,631,224 | ) | ||
| Class A ordinary shares issuance cost | (7,285,997 | ) | ||
| Add: | ||||
| Accretion of carrying value of redemption value | 32,892,828 | |||
| Class A ordinary shares subject to redemption, December 31, 2022 | 356,975,607 | |||
| Add: | ||||
| Accretion of carrying value to redemption value | 3,787,699 | |||
| Class A ordinary shares subject to redemption, March 31, 2023 (unaudited) | 360,763,306 | |||
| Less: | ||||
| Redemptions | (243,268,708 | ) | ||
| Add: | ||||
| Accretion of carrying value to redemption value | 3,372,942 | |||
| Class A ordinary shares subject to redemption, June 30, 2023 (unaudited) | 120,867,540 | |||
| Add: | ||||
| Accretion of carrying value to redemption value | 2,721,087 | |||
| Class A ordinary shares subject to redemption, September 30, 2023 (unaudited) | $ | 123,588,627 |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the condensed balance sheets with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified on the condensed balance sheets as current
Warrant Liabilities
The Company accounts for the warrants issued in connection with the Public Offering in accordance with the guidance contained in
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. As of September 30, 20222023 and December 31, 2021,2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per Class B ordinary share is the same as basic income per Class B ordinary share for the periods presented.
Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | For the Period from July 29, 2021 (Inception) Through September 30, 2021 | ||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of net income (loss) | $ | 2,988,623 | $ | 747,156 | $ | 13,489,771 | $ | 3,372,443 | $ | — | $ | (3,677 | ) | |||||||||||
Denominator | ||||||||||||||||||||||||
Weighted-average shares outstanding | 34,500,000 | 8,625,000 | 34,500,000 | 8,625,000 | — | 7,500,000 | ||||||||||||||||||
Basic and diluted net income (loss) per share | $ | 0.09 | $ | 0.09 | $ | 0.39 | $ | 0.39 | $ | — | $ | (0.00 | ) | |||||||||||
| Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share | ||||||||||||||||||||||||||||||||
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
| Basic and diluted net income per share: | ||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||
| Allocation of net income | $ | 452,692 | $ | 341,392 | $ | 2,988,623 | $ | 747,156 | $ | 3,421,737 | $ | 1,174,733 | $ | 13,489,771 | $ | 3,372,443 | ||||||||||||||||
| Denominator | ||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 11,436,925 | 8,625,000 | 34,500,000 | 8,625,000 | 25,122,706 | 8,625,000 | 34,500,000 | 8,625,000 | ||||||||||||||||||||||||
| Basic and diluted net income per share | $ | 0.04 | $ | 0.04 | $ | 0.09 | $ | 0.09 | $ | 0.14 | $ | 0.14 | $ | 0.39 | $ | 0.39 | ||||||||||||||||
Income Taxes
The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s management does no
Recent Accounting Pronouncements
Management does not believe that recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
NOTE 3 — – INITIAL PUBLIC OFFERING
Public Units
On December 17, 2021, the Company consummated its IPO of Units at a purchase price of $10.00$ per Unit, which included the exercise of the underwriters’ full over-allotment option. Each Unit consists of one Class A ordinary share
Public Warrants
Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50$11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20$ per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60%60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20$ per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%% of the higher of the Market Value and the Newly Issued Price, and the $18.00$ per share redemption trigger price described below under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180%% of the higher of the Market Value and the Newly Issued Price.
The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire5 five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
Redemption of warrants
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; and |
| ● | if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
NOTE 4 — – PRIVATE PLACEMENT WARRANTS
Simultaneously with the consummation of the IPO, the Company consummated the Private Placement of 16,300,000 Private Placement Warrants and Class B ordinary shares, par value $0.0001$ per share, of the Company to the Sponsor, Pala, Cantor and Roth, generating gross proceeds to the Company of $16,300,000.$16,300,000. In the Private Placement, the Sponsor purchased an aggregate of 9,445,000 Private Placement Warrants, Pala purchased an aggregate of 3,095,000 Private Placement Warrants and Founder Shares, Cantor purchased an aggregate of 2,760,000 Private Placement Warrants and Roth purchased an aggregate of 1,000,000 Private Placement Warrants and Founder Shares.
If the Private Placement Warrants are held by holders other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Public Offering.
NOTE 5 — – RELATED PARTY TRANSACTIONS
Founder Shares
On August 4, 2021, the Sponsor paid $25,000,$25,000, or approximately $0.003$ per share, to cover certain offering costs in consideration for Founder Shares, par value $0.0001.
On November 21, 2021, the Sponsor surrendered Founder Shares for cancellation for nominal consideration. Roth committed to purchase Founder Shares and 1,000,000 Private Placement Warrants in a private placement that closed simultaneously with the closing of the Public Offering. Additionally, Pala purchased shares and 3,095,000 Private Placement Warrants in a private placement that closed simultaneously with the closing of the Public Offering.
On December 14, 2021, the Company issued Founder Shares by way of a share capitalization which resulted in an aggregate of Founder Shares outstanding. This total is comprised of Founder Shares owned by the Sponsor, owned by Pala and owned by Roth. All shares and related amounts have been retroactively restated.
On December 16, 2021, the Company and Pala entered into a securities purchase agreement, pursuant to which the Company agreed to issue and sell Founder Shares and 95,000 Private Placement Warrants to Pala for an aggregate purchase price of $190,000.$190,000. This resulted in outstanding Founder Shares of ( owned by the Sponsor, owned by Pala and owned by Roth), of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option. On December 17, 2021, the underwriters fully exercised this option leaving Founder Shares subject to forfeiture.
On October 23, 2023, October 30, 2023 and November 6, 2023, the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties (collectively, the “Investors”) in exchange for such Investors agreeing (i) to not redeem an aggregate of Class A ordinary shares of the Company sold in its IPO (the “Non-Redeemed Shares”) in connection with the Meeting (as defined below) and (ii) to vote in favor of the Proposals (as defined below) at the Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitment to not redeem such shares, the Sponsor has agreed to transfer to the Investors up to an aggregate of Founder Shares held by the Sponsor contemporaneously with the closing of the Company’s Business Combination, provided that the Investors do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and the Proposals (as defined below) are approved.
The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:of (A) one year after the completion of the initial Business Combination and (B) the date on which the Company complete a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the prospectus relating to the Public Offering. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. The Company refers to such transfer restrictions as
Promissory Note —– Related Party
On August 3, 2021, the Sponsor agreed to loan the Company up to $300,000$300,000 to be used for a portion of the expenses of the Public Offering. These loans
On April 5, 2023, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $1,000,000 (the “Pala Note”) to Pala with each advance not to exceed $500,000. The Pala Note originally bore interest at a rate of ten percent (10.00%) per annum payable upon the earlier of June 16, 2023 (as may be extended in accordance with the terms of the Pala Note) and the effective date of the Company’s Business Combination. In the event that the Company does not consummate a Business Combination, the Pala Note will be repaid only from amounts remaining outside of the Company’s Trust Account. As of September 30, 2023, the Company had approximately $508,000 outstanding under the Pala Note. For the three and nine months ended September 30, 2023, the Company had approximately $15,000 and $27,000, respectively, in interest expense on the Pala Working Capital Note. The Pala Note has a conversion feature that is considered an embedded derivative, but the value is de minimis. As such, the Pala Note is presented at fair value on the accompanying condensed balance sheets. On August 8, 2023, the Company and Pala amended and restated the Pala Note (the “A&R Pala Note”) to (i) distinguish between loans made for the purposes of funding (x) the Company’s working capital requirements (the “Pala Working Capital Loans”) and (y) the Company’s Trust Account to extend the Company’s deadline to complete its business combination (the “Pala Trust Extension Loans”), (ii) permit interest to accrue at a rate equal to twenty percent (20.00%) per annum, compounded annually, on any and all then-outstanding Pala Working Capital Loans, (iii) clarify that no interest shall accrue on the Pala Trust Extension Loans and (iv) clarify that up to $6,900,000 of Pala Trust Extension Loans may be converted into Warrants, subject to availability.
On June 14, 2023, the Sponsor loaned the Extension Payment to the Company in order to support the Extension (the “Extension Loan”) and caused the Extension Payment to be deposited in the Company’s Trust Account for its public shareholders. In connection with the Extension Payment, the Company issued an unsecured promissory note in the aggregate principal amount of $2,000,000 (the “Sponsor Note”) to the Sponsor. The Sponsor Note originally bore interest at a rate of ten percent (10.0%) per annum. The Sponsor Note will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the Company’s liquidation. As of September 30, 2023, the Company had approximately $1,250,000 outstanding under the Sponsor Note.
On July 31, 2023, the Company and the Sponsor amended and restated the Sponsor Note (the “A&R Sponsor Note”) to (i) increase the aggregate principal amount available to be borrowed to up to $5,000,000, (ii) distinguish between loans made for the purposes of funding (x) the Company’s working capital requirements (the “Sponsor Working Capital Loans”) and (y) the Company’s Trust Account to extend the Company’s deadline to complete its Business Combination (the “Sponsor Trust Extension Loans”), and (iii) clarify that up to $1,500,000 of Sponsor Working Capital Loans and up to $6,900,000 of Sponsor Trust Extension Loans may be converted into Warrants, subject to availability (see Note 10).
On August 8, 2023, the Company and the Sponsor amended and restated the A&R Sponsor Note (the “Second A&R Sponsor Note”) to (i) permit interest to accrue at a rate equal to twenty percent (20.00%) per annum, compounded annually, on any and all then-outstanding Sponsor Working Capital Loans and (ii) clarify that no interest shall accrue on the Sponsor Trust Extension Loans (see Note 10).
On each of August 15, 2023, September 15, 2023 and October 12, 2023, an aggregate of $250,000 was deposited by Pala into the Trust Account of the Company for the Company’s public shareholders, representing $ per public share, which enabled the Company to extend the period of time it has to consummate its Business Combination by one month for each Extension to September 17, 2023, October 17, 2023 and November 17, 2023, respectively. The Extensions constitute the third, fourth and fifth of up to twelve one-month extensions permitted under the Company’s governing documents and provide the Company with additional time to complete its Business Combination.
On October 12, 2023, the Company and Pala amended and restated the A&R Pala Note (the “Second A&R Pala Note”) to increase the aggregate principal amount available to be borrowed by up to $250,000 (see Note 10).
Working Capital Loans
In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000$1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00$1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 20222023 and December 31, 2021,2022, the Company had noapproximately $1,785,000 and $0 of borrowings under the Working Capital Loans.
Office Space, Secretarial and Administrative Services
Commencing on the date that the Company’s securities are first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of up to $15,000$15,000 per month for office space, secretarial and administrative support and to reimburse the Sponsor for
Service Provider Agreements
From time to time, the Company has entered into and may enter into agreements with various servicesservice providers and advisors, including investment banks, to help usthe Company identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the (i) Founder Shares, (ii) Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed in connection with the Public Offering. Pursuant to the registration rights agreement, the underwriters’ exercise of their over-allotment option in full and $1,500,000 of Working Capital Loans (which amount includes the committed sponsor loans) are converted into Private Placement Warrants, the Company will be obligated to register up to Class A ordinary shares and 17,800,000 warrants. The number of Class A ordinary shares includes (i) Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 16,300,000 Class A ordinary shares to be issued upon exercise of the Private Placement Warrants and (iii) 1,500,000 Class A ordinary shares underlying the Private Placement Warrants issued upon conversion of Working Capital Loans. The number of warrants includes Private Placement Warrants and 1,500,000 Private Placement Warrants issued upon conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters earned a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering (including the over-allotment), or $6,900,000.
The Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to an additional units to cover over-allotments, if any. The underwriters exercised their full over-allotment option on December 17, 2021.
Business Combination Marketing Agreement
The Company engaged Cantor and Roth as advisors in connection with the Business Combination to assist in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay Cantor and Roth a cash fee for such services upon the consummation of the Business Combination in an amount equal to 5.0% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable), which will only be paid upon the completion of the Company’s Business Combination. As of September 30, 2023 and December 31, 2022, neither Cantor nor Roth has provided any services under this agreement.
NOTE 7 — – WARRANT LIABILITIES
The Company accounts for the 33,500,00033,550,000 warrants issued in connection with the Public Offering (17,250,000(17,250,000 Public Warrants and 16,300,000 Private Placement Warrants) in accordance with the guidance contained in
NOTE 8—8 – RECURRING FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP (as defined on p.8)in Note 2) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
At September 30, 2022 and December 31, 2021, the Company’s marketable securities2023, assets held in the Trust Account were valuedcomprised of $123,589,515 in an interest-bearing demand deposit account at $353,999,697 and $351,900,888, respectively. The marketable securitiesa bank. Through September 30, 2023, the Company withdrew $243,268,708 from the Trust Account in connection with the Redemption.
At December 31, 2022, assets held in the Trust Account must be recorded onwere comprised of $356,976,495 in money market funds which are invested primarily in U.S. Treasury securities. Through December 31, 2022, the condensed balance sheets at fair value and are subject
The following table presentstables present fair value information as of September 30, 20222023 and December 31, 2021,2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicatesindicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.value:
| Summary of assets and liabilities that are measured at fair value on a recurring basis | ||||||||||||
| September 30, 2023 (unaudited) | Level 1 | Level 2 | Level 3 | |||||||||
| Liabilities: | ||||||||||||
| Public Warrants | $ | 1,897,500 | $ | - | $ | - | ||||||
| Private Warrants | - | - | 1,908,768 | |||||||||
| Total Liabilities | $ | 1,897,500 | $ | - | $ | 1,908,768 | ||||||
| December 31, 2022 | Level 1 | Level 2 | Level 3 | |||||||||
| Assets | ||||||||||||
| Investments held in Trust Account | $ | 356,976,495 | $ | - | $ | - | ||||||
| Total Assets | $ | 356,976,495 | $ | - | $ | - | ||||||
| Liabilities | ||||||||||||
| Public Warrants | $ | 1,093,650 | $ | - | $ | - | ||||||
| Private Warrants | - | - | 1,125,515 | |||||||||
| Total Liabilities | $ | 1,093,650 | $ | - | $ | 1,125,515 | ||||||
September 30, 2022 | Level 1 | Level 2 | Level 3 | |||||||||
Assets | ||||||||||||
Investments held in Trust Account | $ | 353,999,697 | $ | — | $ | — | ||||||
Total Assets | $ | 353,999,697 | $ | — | $ | — | ||||||
Liabilities | ||||||||||||
Public Warrants | $ | 1,897,500 | $ | — | $ | — | ||||||
Private Warrants | — | — | 1,922,784 | |||||||||
Total Liabilities | $ | 1,897,500 | $ | — | $ | 1,922,784 | ||||||
December 31, 2021 | Level 1 | Level 2 | Level 3 | |||||||||
Assets | ||||||||||||
Investments held in Trust Account | $ | 351,900,888 | $ | — | $ | — | ||||||
Total Assets | $ | 351,900,888 | $ | — | $ | — | ||||||
Liabilities | ||||||||||||
Public Warrants | $ | — | $ | — | $ | 10,122,569 | ||||||
Private Warrants | — | — | 9,840,442 | |||||||||
Total Liabilities | $ | — | $ | — | $ | 19,963,011 | ||||||
At September 30, 20222023 and December 31, 2021,2022, the Company used a Monte Carlo model to value the private warrants. Additionally, at December 31, 2021, the Company used a Monte Carlo model to value the public warrants. The estimated fair value of the public and private warrant liability is determined using Level 3 inputs. If factors or assumptions change, the estimated fair values could be materially different. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.
The following table provides quantitative information regarding Level 3 fair value measurements:
September 30, 2022 | December 31, 2021 | |||||||
Share price | $ | 10.09 | $ | 9.60 | ||||
Strike price | 11.50 | $ | 11.50 | |||||
Term (in years) | 5.67 | 6.21 | ||||||
Volatility | 4.7 | % | 10.4 | % | ||||
Risk-free rate | 4.03 | % | 1.37 | % | ||||
Dividend yield | 0 | 0 | ||||||
| Summary of simulation model for the private placement warrants and public warrants | ||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| (unaudited) | ||||||||
| Share price | $ | 10.88 | $ | 10.27 | ||||
| Strike price | $ | 11.50 | $ | 11.50 | ||||
| Term (in years) | ||||||||
| Volatility | % | % | ||||||
| Risk-free rate | % | % | ||||||
| Dividend yield | ||||||||
The following table presents the changes in the fair value of Level 3 warrant liabilities:
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of December 31, 2021 | $ | 9,840,442 | $ | 10,122,569 | $ | 19,963,011 | ||||||
Transfer to Level 1 | — | (10,122,569 | ) | (10,122,569 | ) | |||||||
Change in fair value | (5,332,300 | ) | — | (5,332,300 | ) | |||||||
Fair value as of March 31, 2022 | 4,508,142 | — | 4,508,142 | |||||||||
Change in fair value | (1,410,263 | ) | — | (1,410,263 | ) | |||||||
Fair value as of June 30, 2022 | 3,097,879 | — | 3,097,879 | |||||||||
Change in fair value | (1,175,095 | ) | — | (1,175,095 | ) | |||||||
Fair value as of September 30, 2022 | $ | 1,922,784 | $ | — | $ | 1,922,784 | ||||||
| Summary Of Reconciliation Of Changes In Fair Value Of warrant Liabilities | ||||||||||||
| Private Placement | Public | Warrant Liabilities | ||||||||||
| Fair value as of December 31, 2022 | $ | 1,125,515 | $ | - | $ | 1,125,515 | ||||||
| Change in fair value | 558,888 | - | 558,888 | |||||||||
| Fair value as of March 31, 2023 (unaudited) | 1,684,403 | - | 1,684,403 | |||||||||
| Change in fair value | (98,703 | ) | - | (98,703 | ) | |||||||
| Fair value as of June 30, 2023 (unaudited) | 1,585,700 | - | 1,585,700 | |||||||||
| Change in fair value | 323,068 | - | 323,068 | |||||||||
| Fair value as of September 30, 2023 (unaudited) | $ | 1,908,768 | $ | - | $ | 1,908,768 | ||||||
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred There were no transfers to/from a LevelLevels 1, 2, and 3 measurement to a Level 1 fair value measurement forduring the three and nine months ended September 30, 2022, was approximately $0 million and $10.1 million, respectively.2023.
NOTE 9 — – SHAREHOLDERS’ DEFICIT
Preference shares —
Class
Class
Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s Articles or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at
The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on
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 unaudited condensed 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 unaudited condensed financial statements.
On October 12, 2023, the Company and Pala amended and restated the A&R Pala Note to increase the aggregate principal amount available to be borrowed by up to $250,000.
On October 12, 2023, an aggregate of $250,000 was deposited by Pala into the Trust Account of the Company for the Company’s public shareholders, representing $ per public share, which enabled the Company to extend the period of time it has to consummate its Business Combination by one month to November 17, 2023. The Extension constitutes the fifth of up to twelve one-month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its Business Combination.
On October 24, 2023, the Company filed a definitive proxy statement regarding the extraordinary general meeting of shareholders to be held on November 14, 2023 (the “Meeting”). The purpose of the Meeting is to consider and vote upon proposals to (A) amend the Articles to remove the monthly Extension Payment the Company must make to extend the Combination Period and allow for an extension of the Combination Period until June 17, 2024 (the “Extended Date”) without depositing extra funds in the Trust Account (the “Extension Payment Removal Proposal”), (B) amend the Articles to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate an initial business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such initial business combination (the “Redemption Limitation Amendment Proposal”), (C) amend the Company’s investment management trust agreement, dated as of December 14, 2021 (as amended, the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period until the Extended Date without depositing additional funds in the Trust Account (the “Second Trust Agreement Amendment Proposal”) and (D) adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal or the Trust Agreement Amendment Proposal or where the board of directors of the Company has determined it is otherwise necessary or desirable (the “Adjournment Proposal”, and together with the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Second Trust Agreement Amendment Proposal, the “Proposals”). The foregoing summary of the Proposals does not purport to be complete and is qualified in its entirety by reference to the Company’s definitive proxy statement, filed with the SEC on October 24, 2023.
On October 23, 2023, October 30, 2023 and November 6, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with the Investors in exchange for such Investors agreeing (i) to not redeem an aggregate of Non-Redeemed Shares in connection with the Meeting and (ii) to vote in favor of the Proposals at the Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreement). In exchange for the foregoing commitment to not redeem such shares, the Sponsor has agreed to transfer to the Investors up to an aggregate of Founder Shares held by the Sponsor contemporaneously with the closing of the Company’s Business Combination, provided that the Investors do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and the Proposals are approved.
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 filed as Exhibit 10.1 the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023.
Item 2.
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
References to “we”, “us”, “our” or the “Company” are to Battery Future Acquisition Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.
Overview
We were incorporated as a Cayman Islands exempted company on July 29, 2021. We were incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
On December 17, 2021, we consummated our initial public offering (the “IPO” or the “Public Offering”) of 34,500,000 units (including the underwriters’ full exercise of their over-allotment option) at $10.00 per unit (each, a “Unit”). Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.
We
The Company will have 18 months from the closing of the Public Offeringuntil November 17, 2023 (or up to 2430 months from the closing of the Public Offering if we extend the period of time to consummate a business combinationBusiness Combination by depositing $3,450,000 ($0.10 per share) ininto the Trust Account, for each three-monthone-month extension, or up to an aggregatethe lesser of $6,900,000 ($0.20$0.03 per share) for a full six-month extension)outstanding share and $250,000) to consummate the initial business combination.a Business Combination.
Pursuant to the terms of our amended and restated memorandum and articles of associationthe Articles and the trust agreement entered into between us and Continental Stock Transfer & Trust Company,Agreement, in order for the time available for us to consummate our initial business combinationa Business Combination to be extended, ourthe initial shareholders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account, pro rata in accordance with their percentage ownership of the total number of outstanding Founder Shares, an aggregatethe lesser of $3,450,000 ($0.10$0.03 per share)outstanding share and $250,000 for one three-month extension, or up to an aggregate of $6,900,000 ($0.20 per share), for a full six-montheach one-month extension, on or prior to the date of the applicable deadline. Any such payments would be made in the form of a non-interest-bearing loan (“an Extension Loan”).Loan. If we complete our initial business combination,a Business Combination, we will, at the option of our initial shareholders or their affiliates or designees, repay such loaned amounts out of the proceeds of the Trust Account released to us or convert a portion or all of the total loan amount into warrants (the “Extension Loan Warrants”) at a price of $1.00 per Extension Loan Warrant.us. If we do not complete a business combination,Business Combination, we will repay such loans only from funds held outside of the Trust Account. Our initial shareholders or their affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business combination.a Business Combination. If we are unable to consummate our initial business combinationa Business Combination within the applicable time period, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
19
If we are unable to complete an initial business combination within 18 months after the closing of the Public Offeringa Business Combination by November 17, 2023 (or up to 2430 months from the closing of the Public Offering if we extend the period of time to consummate a business combinationBusiness Combination by depositing $3,450,000 ($0.10 per share) ininto the Trust Account, for each three-monthone-month extension, or up to an aggregatethe lesser of $6,900,000 ($0.20$0.03 per share) for a full six-month extension)outstanding share and $250,000) or during any extension period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at aper-sharea per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case, to ourthe Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination within 18 months after the closing of the Public Offeringa Business Combination by November 17, 2023 (or up to 2430 months from the closing of the Public Offering if we extend the period of time to consummate a business combinationBusiness Combination by depositing $3,450,000 ($0.10 per share) ininto the Trust Account, for each three-monthone-month extension, the lesser of $0.03 per outstanding share and $250,000).
Recent Developments
On May 22, 2023, we filed a definitive proxy statement regarding an extraordinary general meeting of shareholders to be held on June 12, 2023. The purpose of the extraordinary general meeting was to consider and vote upon proposals to (A) amend our amended and restated memorandum and articles of association to give us the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from June 17, 2023 to June 17, 2024, by depositing into the Trust Account the lesser of (i) $0.03 for each Class A ordinary share not redeemed in connection with the extraordinary general meeting, multiplied by the number of public shares then outstanding, and (ii) $250,000 (or pro rata portion thereof if less than a full month) (the “Extension Payment”), until the earlier of (a) the completion of a Business Combination and (b) the announcement of our intention to wind up its operations and liquidate (as extended, the “Extended Date”) (the “Extension Amendment Proposal”), (B) amend our investment management trust agreement, dated as of December 14, 2021, by and between us and Continental Stock Transfer & Trust Company, to (i) allow us to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from June 17, 2023, to the Extended Date by depositing into the Trust Account the Extension Payment until the Extended Date and (ii) provide that we shall hold the trust assets solely in cash from and after the effectiveness of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal (the “Trust Agreement Amendment Proposal”) and (C) adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal or where the board of directors has determined it is otherwise necessary or desirable (the “Adjournment Proposal”). The foregoing summary of the Extension Amendment Proposal, Trust Agreement Amendment Proposal and the Adjournment Proposal does not purport to be complete and is qualified in its entirety by reference to the Company’s definitive proxy statement, filed with the SEC on May 22, 2023.
On June 12, 2023, we held an extraordinary general meeting of shareholders, and our shareholders approved the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
In connection with the shareholders’ vote at the extraordinary general meeting, holders of 23,063,075 Class A ordinary shares exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $242.4 million (approximately $10.51 per share) was removed from the Trust Account to pay such holders and approximately $119.6 million remained in the Trust Account. As a result of the Redemption, we have 20,061,925 ordinary shares outstanding, which includes 11,436,925 Class A ordinary shares and 8,625,000 Class B ordinary shares.
On June 14, 2023, the Extension Payment was deposited by the Sponsor into the Trust Account for our public shareholders, representing $0.024 per public share, which enabled us to extend the period of time we have to consummate a Business Combination by two months to August 17, 2023 (the “Extension”). The Extension constitutes the first two of up to twelve one-month extensions permitted under our governing documents and provides us with additional time to complete a Business Combination.
On each of August 15, 2023 and September 15, 2023, an aggregate of $250,000 was deposited by Pala into the Trust Account for our public shareholders, representing $0.024 per public share, which enabled us to extend the period of time we have to consummate a Business Combination by one month for each Extension to September 17, 2023 and October 17, 2023, respectively. The Extensions constitute the third and fourth of up to twelve one-month extensions permitted under our governing documents and provide us with additional time to complete a Business Combination.
On October 12, 2023, the Company and Pala amended and restated the A&R Pala Note to increase the aggregate principal amount available to be borrowed by up to $250,000.
On October 12, 2023, an aggregate of $250,000 was deposited by Pala into the Trust Account for our public shareholders, representing $0.024 per public share, which enabled us to extend the period of time we have to consummate our Business Combination by one month to November 17, 2023. The Extension constitutes the fifth of up to twelve one-month extensions permitted under our governing documents and provides us with additional time to complete our Business Combination.
On October 24, 2023, we filed a definitive proxy statement regarding an extraordinary general meeting of shareholders to be held on November 14, 2023 (the “Meeting”). The purpose of the Meeting is to consider and vote upon proposals to (A) amend the Articles to remove the monthly Extension Payment we must make to extend the Combination Period and allow for an extension of the Combination Period until June 17, 2024 (the “Extended Date”) without depositing extra funds in the Trust Account (the “Extension Payment Removal Proposal”), (B) amend the Articles to eliminate (i) the limitation that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 and (ii) the limitation that we shall not consummate an initial business combination unless we have net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such initial business combination (the “Redemption Limitation Amendment Proposal”), (C) amend our investment management trust agreement, dated as of December 14, 2021 (as amended, the “Trust Agreement”), by and between us and Continental Stock Transfer & Trust Company, to allow us to extend the Combination Period until the Extended Date without depositing additional funds in the Trust Account (the “Second Trust Agreement Amendment Proposal”) and (D) adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal or the Trust Agreement Amendment Proposal or where the board of directors has determined it is otherwise necessary or desirable (the “Adjournment Proposal”, and together with the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Second Trust Agreement Amendment Proposal, the “Proposals”). The foregoing summary of the Proposals does not purport to be complete and is qualified in its entirety by reference to our definitive proxy statement filed with the SEC on October 24, 2023.
On October 23, 2023, October 30, 2023 and November 6, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with the Investors in exchange for such Investors agreeing (i) to not redeem an aggregate of 5,000,500 Non-Redeemed Shares in connection with the Meeting and (ii) to vote in favor of the Proposals at the Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreement). In exchange for the foregoing commitment to not redeem such shares, the Sponsor has agreed to transfer to the Investors up to an aggregate of $6,900,000 ($0.20 per share) for a full six-month extension).1,000,100 Founder Shares held by the Sponsor contemporaneously with the closing of the Company’s Business Combination, provided that the Investors do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and the Proposals are approved.
Results of Operations
Our entire activity from July 29, 2021 (inception) through September 30, 2022,2023, was in preparation for the Public Offering,and since the Public Offering, our search for a prospective Business Combination target. We will not generate any operating revenues until the closing and completion of our initial business combination,Business Combination, at the earliest. We expect to generate non-operating income in the form of interest income on marketable securities held after the Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a business combination.Business Combination.
For the three months ended September 30, 2023, we had net income of $794,084 which consisted of interest earned on marketable securities held in the Trust Account of $2,221,087 and change in fair value of warrant liabilities of $683,593, offset by formation and operating costs of $728,366 and interest on the Pala Note (as defined below) and the Sponsor Note (as defined below) of $15,044.
For the three months ended September 30, 2022, we had net income of $3,735,779 which consisted of a favorable change in fair value of warrant liabilities of $2,382,595 and interest earned on marketable securities held in trust accountthe Trust Account of $1,588,335, offset by formation and operating costs of $235,151.
For the nine months ended September 30, 2023, we had net income of $4,596,470 which consisted of interest earned on marketable securities held in the Trust Account of $8,881,728, offset by change in fair value of warrant liabilities of $1,587,103, formation and operating costs of $2,670,974 and interest on the Pala Note (as defined below) and the Sponsor Note (as defined below) of $27,181.
For the nine months ended September 30, 2022, we had net income of $16,862,214 which consisted of a favorable change in fair value of warrant liabilities of $16,142,727 and interest earned on marketable securities held in trust accountthe Trust Account of $2,098,809, offset by formation and operating costs of $1,379,322.
For the period from July 29, 2021 (inception) through September 30, 2021, we had a net loss of $3,677, which consisted of formation and operating costs.
Liquidity and Capital Resources
As of September 30, 2022,2023, we had $355,310$123,724 in cash and a working capital deficit of $178,373.$3,636,082.
The Company’s liquidity needs up to the closing of the IPO on December 17, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5).$300,000. The promissory note was fully repaid as of the closing of the IPO.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5).Loans. As of September 30, 20222023 and December 31, 2021, there were no2022, the Company had approximately $1,758,000 and $0 of borrowings under the Working Capital Loans, respectively.
On April 5, 2023, we issued an unsecured convertible promissory note in the aggregate principal amount of $1,000,000 (the “Pala Note”) to Pala Investments Limited (“Pala”) with each advance not to exceed $500,000. The Pala Note originally bore interest at a rate of ten percent (10.00%) per annum payable upon the earlier of June 16, 2023 (as may be extended in accordance with the terms of the Pala Note) and the effective date of the Company’s Business Combination. In the event that we do not consummate a Business Combination, the Pala Note will be repaid only from amounts remaining outside of our Trust Account. As of September 30, 2023, the Company had approximately $508,000 outstanding under anythe Pala Note. For the three and nine months ended September 30, 2023, the Company had approximately $10,000 and $180,000, respectively, in interest expense on the Pala Note. The Pala Note has a conversion feature that is considered an embedded derivative, but the value is de minimis. As such, the Pala Note is presented at fair value on the accompanying balance sheets. On August 8, 2023, the Company and Pala amended and restated the Pala Note (the “A&R Pala Note”) to (i) distinguish between loans made for the purposes of funding (x) the Company’s working capital requirements (the “Pala Working Capital Loans”) and (y) the Company’s trust account to extend the Company’s deadline to complete its business combination (the “Pala Trust Extension Loans”), (ii) permit interest to accrue at a rate equal to twenty percent (20.00%) per annum, compounded annually, on any and all then-outstanding Pala Working Capital Loans, (iii) clarify that no interest shall accrue on the Pala Trust Extension Loans and (iv) clarify that up to $6,900,000 of Pala Trust Extension Loans may be converted into Warrants, subject to availability.
On June 14, 2023, the Sponsor loaned the Extension Payment to the Company in order to support the Extension (the “Extension Loan”) and caused the Extension Payment to be deposited in the Company’s Trust Account for its public shareholders. In connection with the Extension Payment, the Company issued an unsecured promissory note in the aggregate principal amount of $2,000,000 (the “Sponsor Note”) to the Sponsor. The Sponsor Note originally bore interest at a rate of ten percent (10.0%) per annum. The Sponsor Note will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the Company’s liquidation. As of September 30, 2023, the Company had approximately $1,250,000 outstanding under the Sponsor Note. For the three and nine months ended September 30, 2023, the Company had approximately $5,000 and $9,000, respectively, in interest expense on the Sponsor Note.
On July 31, 2023, the Company and the Sponsor amended and restated the Sponsor Note (the “A&R Sponsor Note”) to (i) increase the aggregate principal amount available to be borrowed to up to $5,000,000, (ii) distinguish between loans made for the purposes of funding (x) the Sponsor Working Capital Loans and (y) the Sponsor Extension Loans, and (iii) clarify that up to $6,900,000 of Sponsor Working Capital Loans and up to $1,500,000 of Sponsor Trust Extension Loans may be converted into Warrants, subject to availability.
On August 8, 2023, the Company and the Sponsor amended and restated the A&R Sponsor Note (the “Second A&R Sponsor Note”) to (i) permit interest to accrue at a rate equal to twenty percent (20.00%) per annum, compounded annually, on any and all then-outstanding Sponsor Working Capital Loans and (ii) clarify that no interest shall accrue on the Sponsor Trust Extension Loans.
On each of August 15, 2023, September 15, 2023 and October 12, 2023, an aggregate of $250,000 was deposited by Pala into the Trust Account for our public shareholders, representing $0.024 per public share, which enabled us to extend the period of time we have to consummate our Business Combination by one month for each Extension to September 17, 2023, October 17, 2023 and November 17, 2023, respectively. The Extensions constitute the third, fourth and fifth of up to twelve one-month extensions permitted under our governing documents and provide us with additional time to complete our Business Combination.
On October 12, 2023, the Company and Pala amended and restated the A&R Pala Note (the “Second A&R Pala Note”) to increase the aggregate principal amount available to be borrowed by up to $250,000.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 14,November 17, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these unaudited condensed financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 14,November 17, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date.
Critical Accounting Policies
The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actualperiods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. We have identified the following as our critical accounting policies:
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Ordinary Shares Subject to Possible Redemption
We account
The Company accounts for ourits ordinary shares subject to possible redemption in accordance with the guidance in ASCAccounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within ourthe Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. Ourequity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of ourthe Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,500,00011,436,925 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensedthe Company’s balance sheets.
We recognize
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid inpaid-in capital and accumulated deficit.
Net Income Per Ordinary Share
We have
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Calculation of diluted net income per share for the three and nine months ended September 30, 20222023 does not consider the effect of the warrants underlying the Units sold in the Public Offering and the Private Placement Warrants to purchase an aggregate of 33,550,000 Class A ordinary shares subject to possible redemption in the calculation of diluted income per share because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for such periods.
Warrant Liabilities
We account for the warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40.
Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each condensed balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our unaudited condensed statements of operations.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report on Form 10-Q, we did not have any off-balance sheet arrangements.
Commitments and Contractual Obligations
Registration Rights Agreement
Pursuant to the Registration Rights Agreement, dated December 14, 2021, by and among us, the Sponsor, Pala, Cantor, Roth and the other holders party thereto, the holders of the (i) Founder Shares, (ii) Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants, (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans and (iv) Extension LoanPrivate Placement Warrants that may be issued upon conversion of the Extension LoanLoans will have registration rights to require us to register a sale of any of our securities held by them. The holders of these securities are entitled to certain demand and “piggy-back”“piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.
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Underwriting Agreement
We granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 4,500,000 Units to cover over-allotments, if any. The underwriters exercised their over-allotment option in full on December 17, 2021.
On December 17, 2021, the underwriters earned a cash underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $6,900,000. Additionally, the underwriters will be entitled to a Marketing Feemarketing fee of five percent (5.0%) of the gross proceeds of the IPO, or $17,250,000, upon the completion of our initial Business Combination.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
As an “emerging growth company,” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five (5) years following the completion of the Public Offering or until we otherwise no longer qualify as an “emerging growth company.”
Item 3.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2022,2023, pursuant to Rule 13a-15 (b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of the evaluation date, our disclosure controls and procedures were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure
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controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II-OTHER INFORMATION
| Item 1. | Legal Proceedings |
None.
| Item 1A. | Risk Factors |
As of the date of this Quarterly Report, there
There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 1, 2022,March 30, 2023, as supplemented by our Quarterly Report on Form 10-Q for the three months ended May 31, 2022, filed with the SEC on March 16, 2022, except for the following:
Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial Business Combination.
Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial Business Combination.
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial Business Combination and liquidate.
On March 30, 2022, the SEC issued the SPAC Rule Proposals relating to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC that has not entered into a definitive agreement within 18 months after the effective date of the IPO Registration Statement or that may not complete its initial business combination within 24 months after such date. If we do not enter into a definitive initial business combination agreement within 18 months after the effective date of our IPO Registration Statement and do not complete our initial Business Combination within 24 months of such date (subject to the approval of an extension by our shareholders), it is possible that a claim could be made that we have been operating as an unregistered investment company.
If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial Business Combination and instead to liquidate.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of an initial Business Combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.
The funds in the Trust Account have, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, on or prior to the date that is 24 months after the effective date of the IPO Registration Statement (subject to the approval of an extension by our shareholders), instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of an initial Business Combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.
In addition, even prior to the date that is 24 months after the effective date of the IPO Registration Statement (subject to the approval of an extension by our shareholders), we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the date that is 24 months after the effective date of the IPO Registration Statement (subject to the approval of an extension by our shareholders), the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the date that is 24 months after the effective date of the IPO Registration Statement (subject to the approval of an extension by our shareholders), and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.May 15, 2023.
| Item 2. | Unregistered Sales of Equity Securities and Use of |
Unregistered Sales of Equity Securities
Simultaneously with the closing of the IPO, the Company consummated the private placement of an aggregate of 16,300,000 warrants (the “Private Placement Warrants”) and 3,051,111 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”) to Battery Future Sponsor LLC (the “Sponsor”), Pala Investment Limited (“Pala”), Cantor Fitzgerald & Co. (“Cantor”) and Roth Capital Partners, LLC (“Roth”), generating gross proceeds to the Company of $16,300,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to such sale. The Private Placement was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. In the Private Placement, the Sponsor purchased an aggregate of 9,445,000 Private Placement Warrants, Pala purchased an aggregate of 3,095,000 Private Placement Warrants and 2,751,111 Founder Shares, Cantor purchased an aggregate of 2,760,000 Private Placement Warrants and Roth purchased an aggregate of 1,000,000 Private Placement Warrants and 300,000 Founder Shares.
The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that the Private Placement Warrants (including the underlying securities) are subject to certain transfer restrictions and the holders thereof are entitled to certain registration rights, and, if held by the original holder or their permitted assigns, the underlying warrants (i) may be exercised on a cashless basis, (ii) are not subject to redemption and (iii) with respect to such warrants held by Cantor and Roth, will not be exercisable more than five years from the commencement of sales in the IPO. If the Private Placement Warrants are held by holders other than the Sponsor, Pala, Cantor or Roth or their respective permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by holders on the same basis as the Public Warrants.
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Use of Proceeds
On December 17, 2021, the Company consummated its IPO of 34,500,000 units, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $345,000,000.
After deducting the underwriting discounts and commissions and incurred offering costs, a total of $351,900,000, comprised of $335,600,000 of the net proceeds from the IPO and $16,300,000 of the proceeds of the Private Placement, was placed in a trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust accountTrust Account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust accountTrust Account will not be released from the trust accountTrust Account until the earliest of (i) the completion of the Company’s initial business combination,Business Combination, (ii) the redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of associationArticles (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if it does not complete its initial business combination within 18 monthsa Business Combination by November 17, 2023 (or up to 2430 months, if applicable) from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combinationpre-Business Combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months from the closing of the IPOBusiness Combination by November 17, 2023 (or up to 2430 months from the closing of the IPO if the Company extends the period of time to consummate its initial business combinationBusiness Combination by up to an additional nineten months, subject to the Sponsor, Pala and Roth depositing additional funds into the Trust Account as described in the Registration Statement), subject to applicable law.
| Item 3. | Defaults upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures. |
Not applicable.
| Item 5. | Other Information. |
None.
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| Item 6. | Exhibits. |
| * | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
SIGNATURE
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SIGNATURES
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.
Dated: November 10, 202213, 2023
| By: | /s/ Kristopher Salinger | ||
| Name: | Kristopher Salinger | ||
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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