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Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-4499

(212) 818-8800

 

Facsimile

 

direct dial number

(212) 818-8881

 

(212) 818-8638

 

 

email address

 

 

jgallant@graubard.com

 

May 3, 2024

 

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

 

 

Re:

Battery Future Acquisition Corp.

 

 

Preliminary Proxy Statement on Schedule 14A

 

 

Filed April 26, 2024

 

 

File No. 001-41158

 

Ladies and Gentlemen:

 

On behalf of Battery Future Acquisition Corp. (the “Company”), we hereby respond as follows to the comment letter from the staff of the Securities and Exchange Commission (the “SEC”) dated May 3, 2024, relating to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).

 

Preliminary Proxy Statement on Schedule 14A filed April 26, 2024

 

Background

Risk Factors, page 20

 

 

1.

We note that you are seeking to extend your termination date to June 17, 2025, which is 43 months from your initial public offering. We also note that you are listed on the NYSE and that NYSE Listed Company Manual Section 102.06(e) requires that a special purpose acquisition company complete a business combination within three years. Please revise to explain that the proposal to extend your termination deadline beyond December 17, 2024 does not comply with this rule, or advise, and disclose the risks of your noncompliance with this rule, including that your securities may be subject to suspension and delisting from the NYSE.

 

 

 

 

 

We have revised the disclosure on page 20 of the Proxy Statement as requested.

 

*************

 

 

 

 

GRAUBARD MILLER

 

Securities and Exchange Commission

May 3, 2024

Page 2

 

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 

 

Sincerely,

 

 

 

 

 

/s/ Jeffrey M. Gallant

 

 

 

 

 

Jeffrey M. Gallant

 

 

cc. Fanghan Sui, Chief Executive Officer