UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~February 1621, ~~2024~~2025

Battery Future Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41158

98-1618517

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8 The Green

#18195

Dover, DE 19901

(Address of principal executive office) (zip code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On ~~December~~February 1621, ~~2024~~2025, Battery Future Acquisition Corp. (the “Company”) ~~received~~ aheld ~~written~~an ~~notice~~extraordinary ~~(the~~general ~~“Notice”) from~~meeting ~~the staff of NYSE Regulation~~ (the “~~Staff~~Meeting”) ~~of the New York Stock Exchange (“NYSE”) indicating that the Staff has determined~~ to ~~commence~~approve, ~~proceedings~~among toother ~~delist the Company’s Class A ordinary shares~~matters, ~~par~~its ~~value~~proposed ~~$0.0001~~business ~~per~~combination ~~share~~ (the “~~Ordinary~~Business ~~Shares~~Combination”), ~~redeemable~~with ~~warrants,~~Class ~~each~~Over ~~whole warrant exercisable for one Ordinary Share at an exercise price of $11~~Inc.50 ~~per share~~ (“~~Warrants~~Class Over”), ~~and~~pursuant ~~units,~~to ~~each~~that ~~consisting~~certain ofAgreement ~~one Ordinary Share~~ and ~~one-half~~Plan of ~~one~~Merger ~~Warrant~~ (the “~~Units~~Business Combination Agreement”), ~~from~~by ~~the~~and ~~NYSE.~~among ~~The Notice indicated that~~ the ~~Staff reached its decision to delist the~~ Company’s, ~~securities~~Class ~~pursuant~~Over, toClassover ~~Section~~Holdings, ~~802~~Inc.~~01B and Section 102.06e of the NYSE’s Listed Company Manual~~, ~~because the Company failed to consummate~~ a ~~business~~Delaware ~~combination~~corporation ~~within~~and ~~the~~wholly-owned ~~shorter~~subsidiary of ~~(i)~~ the ~~time~~Company ~~period specified by its constitutive documents or by contract or~~ (ii“Pubco”), ~~three~~BFAC ~~years.~~Merger ~~The~~Sub ~~Notice~~1 ~~further~~Corp., ~~noted~~a ~~that~~Delaware ~~the~~corporation ~~NYSE~~and ~~will~~wholly-owned ~~apply~~subsidiary toof ~~the~~Pubco, ~~Securities~~ and ~~Exchange~~BFAC ~~Commission~~Merger ~~(“SEC”)~~Sub to2 ~~delist the Company’s Securities upon completion of applicable procedures~~Corp., ~~including~~a ~~any~~Delaware ~~appeal~~corporation byand ~~the~~wholly-owned subsidiary ~~Company~~ of ~~NYSE Regulation’s decision~~Pubco.

~~Pursuant~~An toaggregate ~~the~~of ~~appeal procedures set forth in the NYSE Listed Companies Manual~~10,455,740 ~~the~~Class ~~Company~~A ~~has~~ordinary ashares ~~right~~and toClass ~~request~~B aordinary ~~review~~shares of the ~~Staff’s~~Company, ~~determination~~which byrepresented a ~~Committee~~quorum of the ~~Board~~outstanding ofordinary ~~Directors~~shares ofentitled ~~the NYSE. However, the Company does not intend~~ to ~~exercise~~vote ~~its~~as ~~right to request a review~~ of the ~~Staff’s~~record ~~determination~~date ~~and~~of ~~instead~~January ~~will~~13, ~~focus~~2025, ~~its~~were ~~efforts~~represented onin ~~consummating~~person ~~its pending business combination transaction with Class Over Inc.~~ (~~“Class Over”~~virtually) asor ~~previously~~by ~~disclosed~~proxy inat ~~filings with~~ the ~~SEC (the “Business Combination”)~~Meeting.

~~Trading~~The ofCompany’s ~~the~~shareholders ~~Ordinary~~voted ~~Shares,~~on ~~Warrants~~the ~~and~~following ~~Units~~proposals onat the ~~NYSE~~Meeting, ~~was~~all ~~suspended as~~ of ~~the~~which ~~date~~were ofdescribed in the ~~Notice.~~Company’s ~~Effective~~Registration asStatement ofon ~~December~~Form ~~17,~~S-4 ~~2024,~~(“S-4”) ~~the~~which ~~Ordinary~~was ~~Shares,~~filed ~~Warrants~~with the Securities and ~~Units~~Exchange ~~are~~Commission ~~quoted~~(“SEC”) and ~~traded~~included ina ~~the~~prospectus ~~over-~~of the~~-counter~~ ~~market~~Company ~~under~~as well as the ~~ticker~~Company’s ~~symbols~~proxy ~~“BFACF”~~statement ~~and~~(the “~~BFQWF~~Proxy Statement/Prospectus”). ~~and~~All ~~“BFQUF,”~~of ~~respectively.~~the proposals were approved.

~~Additional~~(1) ~~Information~~Proposal ~~about~~No. 1 — The Business Combination Proposal — a proposal to adopt and approve the Business Combination Agreement and ~~Where~~the transactions contemplated thereby in all respects. The following is a tabulation of the votes with respect to ~~Find~~this Itproposal:

In connection with the Business Combination, Class Over and Classover Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Pubco”), have filed with the SEC a registration statement on Form S-4 (the “Registration Statement”), which includes a preliminary proxy statement of the Company and a preliminary prospectus of Pubco relating to the securities of Pubco to be issued in connection with the Business Combination. After the Registration Statement is declared effective, the Company will mail a definitive proxy statement relating to the Business Combination and other relevant documents to the holders of Ordinary Shares (the “Company Shareholders”). The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the Business Combination and the other matters to be voted upon at a meeting of Company Shareholders to be held to approve the Business Combination (and related matters). This current report on Form 8-K (this “Report”) is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that the Company will send to Company Shareholders in connection with the Business Combination. This Report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. The Company and Pubco may also file other documents with the SEC regarding the Business Combination. Investors and security holders of the Company are advised to read, when available, the proxy statement/prospectus in connection with the Company’s solicitation of proxies for its extraordinary general meeting of stockholders to be held to approve the Business Combination (and related matters) and other documents filed in connection with the Business Combination, as these materials will contain important information about the Company, Class Over, Pubco and the Business Combination.

For		Against		Abstain		Broker Non-Votes
10,027,620		428,120		0		0

(2) Proposal No. 2 — The Pubco Organizational Document Advisory Proposals — to consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between the Company’s charter and the certificate of incorporation and bylaws of Pubco to be in effect upon consummation of the Business Combination (a) a proposal to approve the authorized capital stock of Pubco of 50,000,000 shares of Pubco Class A Common Stock, par value $0.0001 per share, 450,000,000 shares of Pubco Class B Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock. The following is a tabulation of the votes with respect to this proposal:

When available, the definitive proxy statement and other relevant materials for the Business Combination will be mailed to the Company Shareholders as of a record date to be established for voting on the Business Combination. Company Shareholders may also obtain copies of the preliminary proxy statement/prospectus, and will also be able to obtain copies of the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, or by directing a request to Battery Future Acquisition Corp., 8 The Green, #18195, Dover, DE 19901, or by telephone at (929) 465-9707.

For		Against		Abstain		Broker Non-Votes
10,027,620		428,120		0		0

~~Participants~~(b) to approve a provision that any or all of the directors of Pubco may be removed from office at any time, but only for cause and only by the affirmative vote of holders of 66 2/3% of the voting power of all then-outstanding shares of capital stock of Pubco entitled to vote generally in the ~~Solicitation~~election of ~~Proxies~~directors, voting together as a single class. The following is a tabulation of the votes with respect to this proposal:

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

For		Against		Abstain		Broker Non-Votes
10,027,620		428,120		0		0

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.2

No(c) ~~Offer~~to orapprove ~~Solicitation~~a provision that Pubco will not be governed by Section 203 of the Delaware General Corporation Law, and instead, include a provision that is substantially similar to Section 203, but excludes certain parties from the definition of “interested stockholder”. The following is a tabulation of the votes with respect to this proposal:

This Report relates to a proposed business combination between the Company and Class Over. This Report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This Report does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination.

For		Against		Abstain		Broker Non-Votes
10,027,620		428,120		0		0

~~Forward-Looking~~(d) ~~Statements~~to approve a provision that any action required or permitted to be taken by the stockholders of Pubco must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, provided that for so long as Hui Luo owns a majority of the total voting power of stock entitled to vote generally in election of directors, any action required or permitted to be taken by stockholders may be taken by written consent in lieu of a meeting. The following is a tabulation of the votes with respect to this proposal:

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

For		Against		Abstain		Broker Non-Votes
10,027,620		428,120		0		0

3(e) to approve a provision that special meetings of Pubco stockholders may be called only by or at the direction of Pubco’s board of directors, the chairperson of the Pubco Board or the Chief Executive Officer of Pubco and may not be called by any stockholder, provided that for so long as Hui Luo owns a majority of the total voting power of stock entitled to vote generally in election of directors, special meetings may be called by or at the request of stockholders collectively holding a majority of the total voting power of stock entitled to vote generally in the election of directors. The following is a tabulation of the votes with respect to this proposal:

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

For		Against		Abstain		Broker Non-Votes
10,027,620		428,120		0		0

4(f) to approve a provision that amendment of the amended and restated certificate of incorporation of Pubco generally requires the approval of the Pubco Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, with the exception of certain provisions that would require the affirmative vote of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the company entitled to vote thereon, voting as a single class. The following is a tabulation of the votes with respect to this proposal:

SIGNATURES

For		Against		Abstain		Broker Non-Votes
10,027,620		428,120		0		0

~~Pursuant~~(g) to approve a provision expressly authorizing the ~~requirements~~Pubco ofBoard to make, alter, amend or repeal the ~~Securities~~bylaws ~~Exchange~~of ~~Act~~Pubco by an affirmative vote of ~~1934,~~a ~~Battery~~majority ~~Future~~of ~~Acquisition~~the ~~Corp~~Pubco Board. ~~has~~The ~~duly~~Pubco ~~caused~~Bylaws ~~this~~may ~~report~~also to be ~~signed~~adopted, onamended, ~~its~~altered ~~behalf~~or repealed by the ~~undersigned~~Pubco ~~hereunto~~Stockholders ~~duly~~representing ~~authorized~~at least 66 2/3% of the voting power of all of the then-outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors. The following is a tabulation of the votes with respect to this proposal:

5(h) to approve the removal of all of the provisions applicable only to blank check companies. The following is a tabulation of the votes with respect to this proposal:

For		Against		Abstain		Broker Non-Votes
10,027,620		428,120		0		0

Because quorum was obtained and all proposals were approved, the Company did not hold a vote on the adjournment proposal that was set forth in the Proxy Statement/Prospectus.

The Company intends to consummate the Business Combination as soon as possible, subject to the satisfaction of all other closing conditions for such transaction.

Cautionary Note Regarding Forward Looking Statements

Neither the Company nor any of its affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive and is not intended to form the basis of any investment decision or any other decision in respect of the Company or the proposed Business Combination.

This Current Report on Form 8-K include “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination.

The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Battery Future Acquisition Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BATTERY FUTURE ACQUISITION CORP.

Date: February 21, 2025	By:	/s/ Fanghan Sui
		Fanghan Sui
		Chief Executive Officer

BATTERY FUTURE ACQUISITION CORP.

Broker Non-Votes

Date: December 17, 2024

/s/ Fanghan Sui

Fanghan Sui

Chief Executive Officer

Filing Compare · Battery Future Acquisition Corp.