Battery Future Acquisition (BFAC) - 2022 Q4 - Annual Report

Financial Performance - For the year ended December 31, 2022, the company reported a net income of $21,252,998, driven by a favorable change in fair value of warrant liabilities of$17,743,846 and interest earned on investments of $5,075,607, offset by general and administrative expenses of$1,566,455[35]. - Net income for the year ended December 31, 2022, was $21,252,998, compared to$6,375,125 for the period from July 29, 2021, through December 31, 2021[175]. - General and administrative expenses for the year ended December 31, 2022, amounted to $1.57 million, compared to$189,239 for the prior period, indicating a substantial increase in operational costs[145]. - Interest earned on investments held in the Trust Account for the year ended December 31, 2022, was $5.08 million, compared to$888 for the prior period, showcasing a significant rise in investment income[145]. - The change in fair value of warrant liabilities for the year ended December 31, 2022, was $17.74 million, compared to$6.88 million for the prior period, indicating increased volatility in warrant valuations[145]. - Net cash used in operating activities for the year ended December 31, 2022, was $(626,609), an improvement from$(892,009) in the previous period[175]. Capital Structure - The company has two classes of shares, Class A and Class B, with earnings and losses shared pro rata between them[68]. - The weighted average shares outstanding of Class A redeemable ordinary shares was 34.5 million for the year ended December 31, 2022, compared to 3.32 million for the prior period, indicating a significant increase in share issuance[145]. - The company has 8,625,000 Class B ordinary shares issued and outstanding as of December 31, 2022[191]. - Class A ordinary shares subject to possible redemption totaled 34,500,000 shares at an approximate redemption value of $10.35 per share as of December 31, 2022[191]. IPO and Fundraising - The company completed its IPO of 34,500,000 Units at a purchase price of$10.00 per Unit on December 17, 2021[119]. - The company raised a total of $16,300,000 through the purchase of 16,300,000 Private Placement Warrants, each exercisable at$11.50 per share[152]. - The company raised $338,100,000 from the sale of 34,500,000 units, net of underwriting discounts, during the Public Offering[175]. - The IPO was consummated on December 17, 2021, with 34,500,000 units sold at$10.00 per unit, generating gross proceeds of $345 million[212]. - Transaction costs related to the IPO amounted to$7,607,233, including $6,900,000 in underwriting commissions[213]. Business Operations - The company is positioning itself as a vertically integrated producer of lithium processing technology, battery components, and battery recycling technology, aiming to access all facets of the lithium value chain[50]. - The company has established a nationwide collection and processing business for spent batteries through its subsidiary, Envirostream Australia Pty Ltd, which holds intellectual property for processing technologies[50]. - The company has been focused on preparing for the Public Offering and searching for a prospective Business Combination target since its inception on July 29, 2021[64]. - The company will provide public shareholders the opportunity to redeem shares at a price equal to the amount in the trust account, calculated two business days prior to the initial Business Combination[216]. Governance and Management - The company has a board of directors consisting of seven members, with terms divided into three classes, each serving a three-year term[55]. - The company’s management is responsible for establishing adequate internal control over financial reporting, which may not prevent or detect misstatements due to inherent limitations[45]. - The compensation committee is responsible for reviewing and approving the compensation of all Section 16 executive officers[116]. - The company’s audit committee is responsible for pre-approving all audit services and permitted non-audit services[114]. - The company’s nominating and corporate governance committee is responsible for screening and reviewing individuals qualified to serve as directors[89]. Liquidity and Going Concern - The Company has until June 14, 2023, to consummate a Business Combination, with uncertainty regarding the ability to do so[66]. - If a Business Combination is not completed by the deadline, there will be a mandatory liquidation and potential dissolution of the Company[66]. - The company has substantial doubt about its ability to continue as a going concern if it cannot raise additional funds by June 14, 2023[166]. - Management has determined that the liquidity condition and potential mandatory liquidation raise substantial doubt about the Company's ability to continue as a going concern[223]. Accounting and Compliance - The Company adopted ASU 2020-06 on July 29, 2021, which simplifies accounting for certain financial instruments and amends diluted earnings per share guidance[69]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[71]. - The company’s management evaluated the effectiveness of its disclosure controls and procedures as of December 31, 2022, concluding they were effective[72]. - The company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers, and employees, promoting ethical standards and compliance[123].