Table of Contents Title of each classTrading 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 UNITED STATES SECURITIES AND EXCH ...

Table of Contents Title of each classTrading 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 UNITED STATES SECURITIES AND EXCH ...

Table of Contents Title of each classTrading 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 UNITED STATES SECURITIES AND EXCH ...

Part I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Battery Future Acquisition Corp. is a SPAC targeting battery value chain businesses outside China, having raised $345 million in its December 2021 IPO with an 18-24 month acquisition window - The company is a blank check company formed to effect a merger, asset acquisition, or similar business combination[12](index=12&type=chunk) Initial Public Offering (IPO) Details | Metric | Value (USD) | | :--- | :--- | | IPO Date | December 17, 2021 | | Units Offered | 34,500,000 | | Price per Unit | $10.00 | | Gross Proceeds | $345,000,000 | | Amount in Trust Account | $351,900,000 | - The company intends to focus its search on industries spearheading the shift from fossil fuels to electrification, including the battery value chain (lithium, nickel, cobalt, copper, etc) It will not pursue opportunities in China[20](index=20&type=chunk)[21](index=21&type=chunk) - The company has **18 months** from the closing of its IPO to complete an initial business combination, which can be extended up to **24 months** by depositing additional funds into the Trust Account[43](index=43&type=chunk) - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of certain reduced disclosure obligations[48](index=48&type=chunk)[49](index=49&type=chunk) [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces typical SPAC risks, including the challenge of completing a business combination within 18-24 months, intense competition, potential shareholder redemptions, and conflicts of interest - The company must complete its initial business combination within **18 months** (or up to **24 months** with extensions), which may give potential targets leverage in negotiations and limit due diligence time[61](index=61&type=chunk) - Increased competition from a growing number of SPACs may make it more difficult and costly to find and consummate an attractive business combination[53](index=53&type=chunk)[54](index=54&type=chunk) - The ability of public shareholders to redeem their shares for cash may make the company's financial condition unattractive to targets or prevent the completion of a desirable business combination[57](index=57&type=chunk)[59](index=59&type=chunk) - The initial shareholders will lose their entire investment if a business combination is not completed, creating a potential conflict of interest that may influence their motivation to complete a deal, even with a riskier target[158](index=158&type=chunk)[160](index=160&type=chunk) - The company's warrants are accounted for as a liability and are subject to fair value re-measurement each period, which could adversely affect reported earnings and the market price of securities[190](index=190&type=chunk) - As a blank check company with no operating history, investors have no basis on which to evaluate the company's ability to achieve its business objective[197](index=197&type=chunk) [Item 1B. Unresolved Staff Comments](index=47&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved comments from the SEC staff - There are no unresolved staff comments[213](index=213&type=chunk) [Item 2. Properties](index=48&type=section&id=Item%202.%20Properties) The company's executive offices are located in Miami, Florida, and are deemed adequate for current operations - The company's executive offices are located at 51 NW 26th Street, Suite 533, Miami, Florida 33127[214](index=214&type=chunk) [Item 3. Legal Proceedings](index=48&type=section&id=Item%203.%20Legal%20Proceedings) As of December 31, 2021, the company is not involved in any material litigation or governmental proceedings - To the knowledge of management, there was no material litigation, arbitration, or governmental proceeding pending against the company as of December 31, 2021[215](index=215&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[216](index=216&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=48&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A ordinary shares, and warrants are listed on the NYSE, with $351.9 million from its December 2021 IPO placed into a trust account - The company's securities are listed on the NYSE under the symbols "BFAC.U" (units), "BFAC" (Class A ordinary shares), and "BFAC.WS" (warrants)[216](index=216&type=chunk) - As of March 21, 2022, there was **one holder** of record for units, **one** for Class A shares, **three** for Class B shares, and **five** for warrants, excluding beneficial owners holding shares in "street name"[217](index=217&type=chunk) - From the IPO and private placement proceeds, a total of **$351,900,000** was placed in a Trust Account[220](index=220&type=chunk) [Item 6. [Reserved]](index=49&type=section&id=Item%206.%20%5BReserved%5D) This item is intentionally left blank [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=49&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For the period from inception to December 31, 2021, the company reported $6.38 million net income, primarily from a non-cash gain on warrant liabilities, with key accounting policies for redeemable shares and warrants Financial Highlights (For the period from July 29, 2021 to Dec 31, 2021) | Metric | Value (USD) | | :--- | :--- | | Net Income | $6,375,125 | | Change in Fair Value of Warrant Liabilities | $6,884,712 | | Formation and Operating Costs | ($189,239) | | Cash at Period End | $925,758 | | Working Capital at Period End | $1,214,007 | - The company's Class A ordinary shares subject to redemption are classified as temporary equity on the balance sheet[234](index=234&type=chunk) - Warrants are accounted for as liabilities and are re-measured to fair value at each reporting period, with changes in value recognized in the statement of operations[238](index=238&type=chunk) - Management has determined that following the IPO, sufficient capital exists to sustain operations for at least **one year**, alleviating previous substantial doubt about its ability to continue as a going concern[232](index=232&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide this information - The company is not required to provide this information as it qualifies as a smaller reporting company[248](index=248&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements for the period from inception to December 31, 2021, including the auditor's report and key financial statements Balance Sheet Summary as of December 31, 2021 | Account | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | 925,758 | | Investments in Trust Account | 351,900,888 | | **Total Assets** | **353,679,152** | | **Liabilities & Equity** | | | Warrant Liabilities | 19,963,011 | | **Total Liabilities** | **20,112,747** | | Class A ordinary shares subject to redemption | 351,900,000 | | **Total Shareholders' Deficit** | **(18,333,595)** | Statement of Operations Summary (July 29, 2021 - Dec 31, 2021) | Account | Amount (USD) | | :--- | :--- | | Loss from operations | (189,239) | | Change in fair value of warrant liabilities | 6,884,712 | | **Net Income** | **6,375,125** | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=54&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding financial disclosure - None[250](index=250&type=chunk) [Item 9A. Controls and Procedures](index=55&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls were effective as of December 31, 2021, with no material changes to internal controls during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[251](index=251&type=chunk) - The annual report does not include a management assessment of internal control over financial reporting due to a transition period for newly public companies[253](index=253&type=chunk) [Item 9B. Other Information](index=55&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[254](index=254&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=55&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This section is not applicable to the company - Not applicable[254](index=254&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=56&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's seven-member board of directors and executive officers, including a majority of independent directors and three standing committees - The board of directors consists of **seven members** and is divided into **three classes** with staggered **three-year terms**[273](index=273&type=chunk) - The board has determined that Adrian Griffin, Simon Hay, Erez Ichilov, and Natalia Streltsova are independent directors, satisfying the NYSE requirement for a majority-independent board[275](index=275&type=chunk) - The company has established **three standing committees** composed solely of independent directors: Audit, Compensation, and Nominating and Corporate Governance[278](index=278&type=chunk) - A Code of Business Conduct and Ethics has been adopted for all directors, officers, and employees[291](index=291&type=chunk) [Item 11. Executive Compensation](index=62&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers or directors, with the sponsor reimbursed up to $15,000 monthly for administrative support and out-of-pocket expenses - No cash compensation has been paid to any executive officers or directors for services rendered[292](index=292&type=chunk) - The company reimburses its sponsor up to **$15,000 per month** for office space, utilities, and secretarial/administrative support[292](index=292&type=chunk) - Sponsor, executive officers, and directors are reimbursed for out-of-pocket expenses related to activities such as identifying and performing due diligence on potential target businesses[292](index=292&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=62&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership of the company's ordinary shares as of March 31, 2022, with Battery Future Sponsor LLC and Pala Investments Limited as the largest holders Beneficial Ownership (as of March 31, 2022) | Beneficial Owner | Number of Shares | Percentage of Outstanding Shares | | :--- | :--- | :--- | | Battery Future Sponsor LLC | 5,573,889 | 12.1% | | Pala Investments Limited | 2,751,111 | 7.1% | - The ownership table is based on **43,125,000 ordinary shares** outstanding, comprising **34,500,000 Class A shares** and **8,625,000 Class B shares**[295](index=295&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=63&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company details related party transactions, including the sale of Founder Shares, private placement of warrants, monthly administrative fees to the sponsor, and potential working capital loans - The sponsor, Pala, Cantor, and Roth purchased an aggregate of **16,300,000 Private Placement Warrants** for **$16,300,000**[299](index=299&type=chunk) - The company pays its sponsor up to **$15,000 per month** for office space, utilities, and administrative support[300](index=300&type=chunk) - The sponsor or its affiliates may loan the company up to **$1,500,000** for working capital, which may be convertible into warrants at **$1.00 per warrant**[302](index=302&type=chunk) - Holders of Founder Shares and Private Placement Warrants are entitled to registration rights, including up to **three demand registrations**[305](index=305&type=chunk) [Item 14. Principal Accountant Fees and Services](index=65&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) WithumSmith+Brown, PC served as the independent auditor, with approximately $35,535 in audit fees for the period ending December 31, 2021, and all services pre-approved by the audit committee Accountant Fees (July 29, 2021 - Dec 31, 2021) | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | ~$35,535 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee pre-approves all auditing and permitted non-audit services performed by the independent auditors[312](index=312&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=66&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and an index of all exhibits filed as part of the Form 10-K report - This section includes the company's financial statements and a list of all exhibits filed with the report[314](index=314&type=chunk)

Table of Contents Title of each classTrading 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 UNITED STATES SECURITIES AND EXCH ...