Battery Future Acquisition Corp. *

Battery Future Acquisition Corp. *

Dec 8, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Class Over Inc.

ENTERPRISE VALUE: $135 million
ANTICIPATED SYMBOL: tbd

Battery Future Acquisition Corp. proposes to combine with Class Over Inc.

Founded in 2020 and based in New York, Classover has become a notable name in the educational technology landscape, providing interactive online live courses for K-12 students both in the US and internationally. With a focus on creativity and problem-solving, Classover offers a wide-ranging curriculum that includes everything from hobby-based classes to test preparation. Utilizing proprietary technology and teaching methods, the company creates a dynamic, adaptive learning environment across multiple devices and operating systems. While primarily serving the US, Classover has a global footprint with students from over 30 countries and collaborates with over 1,000 primarily US-based K-12 educators, maintaining high educational standards.


SUBSEQUENT EVENT – 11/26/24 – LINK

  • The SPAC entered into into a securities purchase agreement with Jumpstart NY LLC (“PIPE Investor”).
  • The PIPE Investor agreed to subscribe for and purchase shares of Series B preferred stock of Pubco for an aggregate amount of up to $5 million.
  • The SPAC will issue up to an aggregate of 5,000 shares of Series B Pubco Preferred Stock. Of such shares:
    • (i) 2,400 shares shall be issued upon consummation of the Business Combination,
    • (ii) up to 1,600 shares shall be issued upon exercise of certain warrants to purchase shares of Series B Pubco Preferred Stock, which the holder may exercise at any time on or after the issuance date, and
    • (iii) up to 1,000 shares shall be issued upon exercise of certain warrants to purchase shares of Series B Pubco Preferred Stock, which the Holder may exercise at any time on or after the 6-month anniversary of the consummation of the Business Combination.
  • The Preferred Warrants expire on the 12-month anniversary of the consummation of the Business Combination and have an initial exercise price of $1,000, subject to adjustment.

EXTENSION – 6/3/24 – LINK

  • The SPAC approved the extension from June 17, 2024 to June 17, 2025.
    • 1,487,474 shares were redeemed at the meeting.
    • No contribution will be made into the trust account.

NON-REDEMPTION AGREEMENT – 6/3/24 – LINK

  • In connection with the extension vote, the SPAC entered into non-redemption agreements with unaffiliated investors for an aggregate of 140,800 Shares for an aggregate of 35,200 Class B Shares for the first nine months and an aggregate of 3,520 additional shares for each subsequent month needed during the extension period.

NON-REDEMPTION AGREEMENT – 5/17/24 – LINK

  • In connection with the extension vote, the SPAC entered into non-redemption agreements with unaffiliated investors for an aggregate of 650,000 Shares for an aggregate of 162,500 Class B Shares for the first nine months and an aggregate of 16,250 additional shares for each subsequent month needed during the extension period.

NON-REDEMPTION AGREEMENT – 5/16/24 – LINK

  • In connection with the extension vote, the SPAC entered into non-redemption agreements with unaffiliated investors for an aggregate of 450,000 Shares for an aggregate of 112,500 Class B Shares for the first nine months and an aggregate of 11,250 additional shares for each subsequent month needed during the extension period.

NON-REDEMPTION AGREEMENT – 5/14/24 – LINK

  • In connection with the extension vote, the SPAC entered into non-redemption agreements with unaffiliated investors for an aggregate of 2,050,000 Shares for an aggregate of 512,500 Class B Shares for the first nine months and an aggregate of 51,250 additional shares for each subsequent month needed during the extension period.

TRANSACTION

  • The transaction values the Company at an enterprise value of $135 million and would provide approximately $56 million in gross cash proceeds to Classover at closing, before transaction expenses and assuming no redemptions of shares by BFAC’s existing public shareholders.
  • Existing Classover stockholders are rolling 100% of their equity into the combined company post business combination.
  • The Classover and BFAC Boards of Directors have unanimously approved the proposed transaction, which is expected to be completed in the second half of 2024.

SPAC FUNDING

  • The Parties will use commercially reasonable efforts to solicit PIPE Investors to enter subscription agreements with BFAC, on approved terms.
    • Each PIPE Investor will agree to purchase BFAC shares or securities for $5 million, concurrent with the Closing but before the Effective Time.
    • These BFAC securities will automatically convert into Pubco securities in the Business Combination.

LOCK-UP

  • Company and Sponsor
    • A lock-up agreement has not been signed at this time.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • By either BFAC or the Company, if the Effective Time has not occurred on or before December 31, 2024;
    • provided, however, that such date shall be automatically extended to June 30, 2025 if the SEC has not declared the Registration Statement effective on or prior to December 31, 2024, and
    • provided, further, that this termination right is not available to a party that is in breach or violation of the Business Combination Agreement and such breach or violation is the primary cause of the failure to close by such date;

ADVISORS

  • Company
    • Classover is represented by RPCK Rastegar PanchalLLP.
  • SPAC
    • BFAC is represented by Graubard Miller and Nelson LLP.

NON-REDEMPTION AGREEMENT – 5/7/24 – LINK

  • In connection with the Meeting, the Company plans to enter into Non-Redemption Agreements with certain unaffiliated third-party shareholders.
  • These shareholders will agree not to redeem an unspecified number of Class A ordinary shares at the Meeting.
    • In return, the Company’s insiders will transfer 100,000 Class B ordinary shares (Founder Shares) to these shareholders for every 400,000 Non-Redeemed Shares if the initial business combination closes within the first nine months of the extension period.
      • Additionally, for each month beyond the nine, 10,000 extra Founder Shares will be transferred, up to a total of 130,000 Founder Shares, provided the shareholders do not redeem their shares during the Meeting and the extension is approved.

SUBSEQUENT EVENT – 1/18/24 – LINK

  • On January 16, 2024, Battery Future Acquisition Corp., along with its sponsor, an initial shareholder, and Camel Bay, LLC, entered into a share purchase agreement.
    • Key elements include:
      • (a) transfer of 4,193,695 Class B Ordinary Shares to the Purchaser
      • (b) Purchaser joining existing agreements from the Company’s IPO
      • (c) granting the Purchaser voting rights for these shares
      • (d) cancellation of 16,300,000 private placement warrants by the Sponsor, initial shareholder, and underwriters
      • (e) cancellation of promissory notes worth $6,433,333 by lenders.
    • Additionally, underwriters waived their right to certain fees and expenses.

EXTENSION – 11/15/23 – LINK

  • The SPAC approved the extension from November 17, 2023 to June 17, 2024.
    • 6,266,236 shares were redeemed at the meeting for $10.88 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 11/6/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 687,500 shares
    • The Sponsor will transfer 137,500 Class B shares to the non-redeeming shareholders
    • Furthermore, the Company anticipates that the Investors covered by the Non-Redemption Agreements will acquire a minimum of 687,500 Class A Ordinary Shares through open market or negotiated private transactions, with the intent of not redeeming these shares at the Meeting. These acquisitions will be made at prices no higher than the per-share pro rata portion of the Company’s trust account balance as of November 6, 2023.

SUBSEQUENT EVENT – 10/31/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 3,563,000 shares
    • The Sponsor will transfer 712,600 Class B shares to the non-redeeming shareholders
    • Additionally, the Company anticipates that the Investors subject to the Non-Redemption Agreements will acquire a minimum of 297,207 Class A Ordinary Shares through open market or negotiated private transactions, with no intention of redemption at the Meeting, and these acquisitions will adhere to purchase prices not exceeding the per-share pro rata portion of the Company’s trust account balance as of October 30, 2023.

NON-REDEMPTION AGREEMENT – 10/24/23 – LINK

  • The SPAC entered into an agreement to not redeem 750,000 shares.
    • As a result, 150,000 shares will be transferred to the non-redeeming shareholders.
    • Furthermore, the Company anticipates an Investor bound by the Non-Redemption Agreements to acquire a minimum of 129,793 Class A Ordinary Shares through open market or private transactions at prices not exceeding their pro rata share of the Company’s trust account balance as of October 23, 2023, with no intention of redemption at the Meeting.

MANAGEMENT & BOARD


Executive Officers

Fanghan Sui [Appointed 3/7/24]
Chief Executive Officer and Chairman

Fanghan Sui has been involved in crafting and analyzing high-performance campaigns across various digital platforms since he joined Agency Within, LLC dba WITHIN, a global digital marketing firm, in 2021. His approach brings innovative solutions to marketing challenges, enhancing the digital presence of his clients. Mr. Sui received a Bachelor’s degree in Communication from the University of California, Davis and a Master’s degree in TESOL from the University of Pennsylvania.


Weiyi Zheng, 29 [Appointed] [Resigned 3/7/24]
Chief Executive Officer and Chairman

Weiyi Zheng is the Senior Vice President of First Cover, Inc., a New York-based risk, compliance, and corporate services provider. Since 2019, Ms. Zheng has served as the Chief Marketing Officer at Tigerless Health, Inc., a leading US direct-to-consumer Insurtech company, where she establishes cooperative relationships and leads national marketing campaigns across all media types. Ms. Zheng holds a Master’s degree in Strategic Communication from Columbia University and a Bachelor’s degree from the University of California, Davis. The Company believes that Weiyi Zheng is well qualified to serve on its board of directors due to her extensive network and years of marketing experience.


Greg Martyr, 57 [Resigned]
Chief Executive Officer and Director

Since March 2018, Mr. Martyr has served as the non-executive director of Euro Manganese (ASX: EMN), which owns a 100% interest in the Chvaletice Manganese project, the only sizeable manganese resource in the European Union, with the potential to provide up to 50% of projected European demand for high purity manganese for batteries. Since February 2018, Mr. Martyr has served as a non-executive director, and since January 2021, the non-executive chairman, of Capital Metals plc, a company developing a high-grade mineral sands project in Sri Lanka. Since 2016, Mr. Martyr, through his private company, has been an investor in, and strategic and capital raising advisor to, several companies in the mining, technology and agriculture sectors. From September 2011 to June 2016, Mr. Martyr held several positions with Standard Chartered Bank, including Managing Director and, eventually, Global Head of Advisory, Mining and Metals. Mr. Martyr initially was a partner at Gryphon Partners, a boutique resources advisory firm in Australia and Canada which advised on more than 60 mergers and acquisitions and capital markets transactions in the mining and metals sector with a total value of more than $22 billion, from 2007 until it was acquired by Standard Chartered Bank in 2011. From 1994 to 2003, he was employed in several executive roles focusing on the international expansion of Normandy Mining Ltd., including as President of the Americas, which culminated in a $9 billion merger with Newmont Mining Corp. and Franco-Nevada Mining Corp. in 2002 to form the world’s largest gold mining company at the time. Mr. Martyr spearheaded the $350 million transaction to create the TVX Normandy Americas joint venture, which he ultimately ran as President, with interests in 5 mines producing an aggregate of 500,000 ounces of gold per year. Prior to his time at Normandy Mining Ltd., he held positions with Deutsche Bank and Morgan Grenfell. Mr. Martyr obtained a Bachelor of Economics and a Bachelor of Laws from the University of Sydney, Australia.


Kris Salinger, 40 [Resigned]
Chief Financial Officer and Director

Kristopher (Kris) Laurens Salinger (Chief Financial Officer and Director) has over 15 years of investment banking and capital markets experience on Wall Street, having raised over $50 billion of common stock, debt & hybrid capital for corporate and sponsor clients. From May 2016 to September 2021, Mr. Salinger was a Senior Vice President at Roth Capital Partners, where he was Co-Lead of Asia Pacific coverage for Battery Metals Capital Markets clients. Prior to his role at Roth Capital, Mr. Salinger spent six years and was a Vice President at Citigroup in New York from October 2009 to February 2016, including within the Industrials Equity Capital Markets team that led the initial public offerings of General Motors, Allison Transmission and Delpha Automotive plc. Prior to his time at Citigroup, Mr. Salinger was an associate within the Debt & Hybrid Capital Markets at ABN AMRO from March 2005 to February 2008. Mr. Salinger holds an MBA & Bachelor of Commerce from the University of Sydney and a Master of Finance from the Securities Institute of Australia.


Josh Payne, 29 [Resigned]
Chief Operating Officer

Joshua (Josh) David Payne (Chief Operating Officer) has 5 years of investment banking and corporate advisory experience, having advised companies with over $2 billion in cumulative value. As Managing Director of his private capital and advisory business Payne Capital Group (dba PT Capital) since March 2019, Mr. Payne serves as a corporate and capital raising advisor to a number of companies in the energy transition and technology sectors and has advised large renewable energy (solar and waste-to-energy) firms on portfolio cost optimization and utilization of innovative technology-driven strategies to significantly improve both profitability and reliability for shareholders, resulting in better portfolio value creation. Mr. Payne leads Payne Capital Group in the areas of deal structure and negotiation, as well as oversees firm operations. Payne Capital Group’s primary areas of focus include renewable energy, clean tech (particularly hydrogen and waste-to-energy) and natural resources (natural gas and liquified natural gas-to-power). Mr. Payne is also currently serving as a managing director for Arkon Mining Pty Ltd. and Alpha Capital Management Pty Ltd. Mr. Payne was a founding partner of the early-stage venture firm Envest Group from March 2019 to March 2020, where the firm’s focus was both investing in and raising seed capital for global technology start-ups. From June 2017 to March 2019, Mr. Payne served as founder and Chief Operating Officer of GYCON pty ltd (dba CTM Workforce), which targeted the civil, tunnelling and mining industries with a highly skilled on-hire workforce.


Nick O’Loughlin, 32 [Resigned]
Chief Development Officer

Nicholas (Nick) Charles O’Loughlin (Chief Development Officer) has 10 years of experience in investment banking in Australia and London, primarily advising in the resources sector. Mr. O’Loughlin’s most recent role was as Associate Director (Vice President) at Rothschild & Co in London from February 2017 through July 2020, where he managed a team of associates and analysts and advised on several landmark transactions in the mining sector including, of particular relevance, Vale’s sale of the Goro Nickel Mine, Rio Tinto’s sale of its Grasberg interest and the financing of RioTinto’s Oyu Tolgoi Copper Mine. Prior to that, he was in Standard Chartered Bank’s Mining & Metals team from October 2011 to January 2017. Since finishing at Rothschild & Co, Mr. O’Loughlin has written a paper on the energy transition in mining & metals and has held consulting roles with Rio Tinto on two renewable energy projects in Australia. Mr. O’Loughlin has also recently advised on two IPOs in the battery metals space. Mr. O’Loughlin holds a Bachelor of Mining Engineering with First Class Honours and a Bachelor of Commerce from the University of Adelaide.



Board of Directors

Wei Qian  [Appointed 3/7/24]
Independent Director

Wei Qian has served as the Director of Capital Markets at Fusion Park, LLC, a US-based firm specializing in climate change tech investments and consulting, since March 2023. Mr. Qian’s past roles include Interim CEO of Hemp Logic Inc., a US-based CBD company to spearhead its expansion in China, from August 2020 to May 2021, Director of Investment at Xingtong Capital, an investment fund within the Shanshan Group, from July 2015 to July 2017, and Vice Director of Investment at Transfar Holding Group, an investment company within Transfar Group, from July 2017 to August 2018. Mr. Qian’s career began in 2011 and he has had experience in private equity and venture capital, focusing on TMT, healthcare, and climate tech sectors. Mr. Qian received a bachelor’s degree from Shanghai Jiaotong University and an MBA from St. John’s University.


Hao Tian, 31 [Appointed]
Director

Hao Tian is a risk manager at Amazon.com, Inc. (“Amazon”) and brings professional experience in due diligence investigation, anti-money laundering, and sanctions compliance. Before joining Amazon in 2021, Mr. Tian was a lead associate at Kroll, LLC (formerly Duff & Phelps), a premier investigation and financial risk advisory firm headquartered in New York, based in its Toronto and Reston offices. He started his career with the corporate security division at the World Bank Group based in Washington D.C. Mr. Tian holds a Master’s degree from Georgetown University’s School of Foreign Service and a Bachelor’s degree in international relations and French studies from Lehigh University. The Company believes that Hao Tian is well qualified to serve on its board of directors due to his extensive experience in financial risk and compliance matters.


Zixun Jin, 36 [Appointed]
Director

Zixun Jin is experienced in operations management and data analysis. He has held the role of Operation Manager at European Dismantler Inc. since 2013, where his role is overseeing operations and implementing effective processes. Prior to his tenure at European Dismantler Inc., Mr. Jin worked as a Data Mining Analyst at Lehigh University, utilizing analytical skills to extract insights from complex datasets. His ability to uncover meaningful patterns and trends within the data contributed to improved decision-making and strategic planning. Mr. Jin holds a Master’s degree in Industrial and System Engineering from Lehigh University, as well as a Bachelor’s degree in Mechanical Engineering from Hefei University of Technology. The Company believes that Zixun Jin is well qualified to serve on its board of directors due to his extensive experience in operations management and data analysis.


Shengming Shi, 43 [Appointed] [Resigned 3/7/24]
Director

Currently Mr. Shi is a Partner Attorney at Kevin Kerveng Tung PC and has contributed extensive legal expertise to the firm since 2012. As a licensed Attorney in the State of New York since 2005, Mr. Shi specializes in business immigration law, corporate law, and complex real estate transactions. Prior to joining Kevin Kerveng Tung P.C. in 2012, Mr. Shi was associated with King & Wood Mallesons. Mr. Shi graduated with honors from Chicago-Kent College of Law with a Master’s Degree in Laws (LL.M) and obtained his Bachelor Degree in Laws (LL.B) from East China University of Politics and Law. Mr. Shi was admitted to practice law in New York State Court, US District Court Eastern District of New York and US District Court Southern District of New York. The Company believes Shengming Shi is well qualified to serve on its board of directors due to his expertise in guiding companies through complex legal matters.


Simon Hay, 55 [Resigned]
Non-executive Chairman and Director

Simon Michael Hay (Non-executive Chairman) brings a wealth of mining industry experience to Battery Future Acquisition Corp, having led Galaxy Resources (ASX: GXY) as CEO between July 2019, up until its $3.1 billion merger of equals with Orocobre on August 25, 2021. Galaxy Resources was an established lithium producer in Western Australia and developed lithium brine and hard rock assets in Argentina and Canada through entities for which Mr. Hay served as a director. Galaxy previously designed and operated a downstream conversion facility in China and are now investigating further downstream processes for their development projects assets. Prior to joining Galaxy, Mr. Hay spent over 10 years at Iluka Resources and held several positions such as Head of Resource Development from March 2016 to June 2019, where he was responsible for exploration and geology, mine planning and development, major projects and engineering and technology and innovation. Mr. Hay also served as General Manager of zircon sales at Iluka from February 2014 to February 2016, and as Vice President of Sales and Marketing in Iluka’s Asia Pacific region from May 2011 to February 2014. Mr. Hay has over fifteen years of operational experience at mining assets located across Australia. Mr. Hay previously held senior positions with leading ASX listed companies, including BHP Billiton and WMC Resources. Mr. Hay has experience leading complex minerals processing facilities including smelters and refineries where cost reduction, productivity improvements and turnarounds were achieved. Mr. Hay has a Bachelor of Science with honors (Chemistry), a Master of Applied Science (Metallurgy) and a Graduate Diploma in Management from The Australian Graduate School of Management. From December 2016 to October 2017, Mr. Hay served as a director of Metalysis, an innovative UK company developing an electrolytic technology for the direct reduction of ores and oxides into metal and exotic alloy powders.


Jessica Fung, 42 [Resigned]
Director

Jessica Fung is Head Strategist at Pala and joined the company in February 2017. Her focus is on investigating emerging technologies such as electric vehicles, renewables, recycling and blockchain, and forecasting the impact these trends will have on commodity markets and how investors will finance the future economy. She also leads Pala’s ESG due diligence process. Between August 2008 and February 2017, Ms. Fung held several positions at BMO Capital Markets, including Commodities Strategist and Equity Research – Global Metals and Mining Analyst, where her in-depth analysis and integrity gained the trust of asset management and industry clients around the world. In July 2021, Ms. Fung was appointed to the board of directors of Concord Resources Limited, a mining and metal company focused on the distribution, supply chain and risk management of non-ferrous metals and raw materials. Ms. Fung is a frequent speaker at industry and corporate conferences, most recently at LME Week 2019’s flagship Metals Seminar and the FT’s Global Commodity Summits in Lausanne and Tokyo. She has appeared on CNBC and Bloomberg TV and has been cited in other press such as the Financial Times, Wall Street Journal, Reuters and Streetwise.


Erez Ichilov, 55 [Resigned]
Director

Erez Ichilov is currently the Managing Director of Traxys Project LP, the investments and projects arm of the Traxys Group, a well-established international physical trading house with an annual turnover of approximately US $6 billion and approximately 450 employees spread across more than 20 locations and 5 continents. Mr. Ichilov joined Traxys in January 2013 and has 28 years of experience as a commercial lawyer turned executive in cross-border transactions and international business development. At Traxys, Mr. Ichilov focuses on sourcing, inspecting, evaluating and negotiating new business opportunities worldwide. Mr. Ichilov is also responsible for managing the existing portfolio of investments in private and public companies (including a Manganese development project in South Africa with ore suitable for battery grade Manganese Sulphate production). Mr. Ichilov is increasingly focused on developing all aspects of Traxys’ lithium-ion battery materials business. Recent examples are minority positions taken either directly or through pooled investments in Li-Cycle Holdings Corp. (LICY: NYSE), Nouveau Monde Graphite (TSXV: NOU.V) and Nemaska Lithium. Mr. Ichilov is an executive director on behalf of Traxys in its joint venture activities with the Pallinghurst private equity fund for investments and investment management in the battery materials space and is the active director in several Traxys subsidiaries created to harbor and operate its present and future battery materials activities. Prior to joining Traxys, Mr. Ichilov was the Deputy CEO – Corporate Development of the nickel producer Cunico Resources N.V from October 2008 to October 2012, during which Cunico established itself as an important producer of refined ferronickel in its two plants and integrated mines in Kosovo and North Macedonia, which had approximately 3,000 employees and reached annual production of approximately 30,000 tons of nickel combined. Mr. Ichilov holds a law degree (LLB) and an MBA from the University of Tel-Aviv. We believe Mr. Ichilov is qualified to serve on our board due to his lengthy career managing billions of dollars of investments with a particular emphasis on battery metals such as lithium.


Natalia Streltsova, 60 [Resigned]
Director

Natalia Streltsova is a PhD qualified chemical engineer with over 25 years of international experience in the minerals industry, of which over 10 years has been spent in various technical and senior executive roles with major mining houses, including Vale SA (formerly CVRD), from 2008 to 2012, BHP Billiton, from 2005 to 2008, and WMC Resources Limited from 1999 to 2005. Dr. Streltsova has a strong background in mineral processing and metallurgy and a considerable track record in technology management, innovation and identification of technical solutions for challenging projects. At Vale, Dr. Streltsova led Vale’s Technical Development Department which, jointly with Global Exploration, delivered a pipeline of growth projects for Vale. She also managed a global multi-discipline, multi-commodity team of over 150 professionals and Vale’s largest in-house laboratory facilities located in Brazil. Her broad international experience, both in technical and in business development capacities, covers projects operating in Australia, Africa, South America and in several Eastern European countries. In the last 9 years, since finishing full-time executive roles, her focus has been on non-executive board memberships and consulting. She has served as a non-executive director of Ramelius Resources Limited, an ASX200 gold producer, since October 2019, Western Areas Limited, a major producer of Class 1 nickel, as concentrate and as nickel sulfide intermediate that feeds into the battery precursor materials, since January 2017, and Neometals Limited, an innovative project developer with a strategic focus on critical minerals and projects on lithium battery recycling, vanadium recovery, vanadium chemical production from steel slag, titanium and vanadium production from unconventional ore sources, since April 2016. From January 2014, she also served as a director of Vintage94 Pty Ltd, a boutique private consulting company advising on technical and strategic matters. In her board and consulting roles, her primary focus is on development opportunities and acquisitions in the battery supply value chain. From September 2015 to September 2019, she served as a non-executive director of Parkway Minerals NL. Dr. Streltsova holds a PhD from the Karpov Institute of Physical Chemistry and a Master of Science from Mendeleev University of Chemical Technology.


Adrian Griffin, 68 [Resigned]
Director

Mr. Griffin has served as Managing Director of Lithium Australia (ASX: LIT) since February 2011 and is focused on the downstream production of lithium-ion battery components, as well as the recycling of battery/e-waste to recover the energy metals they contain. Mr. Griffin is positioning the company as a vertically integrated producer of lithium processing technology, a manufacturer of battery components and a developer of battery recycling technology with the goal of achieving access to all facets of the lithium value chain. Mr. Griffin has served as non-executive chairman of Parkway Minerals (ASX: PWN), the developer of the K-Max™ process to recover potassium and other metals from glauconite, since November 2010. Mr. Griffin was also a founding director of ASX-listed Northern Minerals, the first heavy-rare-earths producer outside China, from June 2006 to November 2020. With expertise in processing technology, Mr. Griffin is currently identifying unconventional sources of lithium, including mine waste, and developing low-carbon footprint technology to process lithium and other conventional feed stocks such as spodumene. Mr. Griffin led the takeover of advanced cathode research and development company, VSPC Ltd, and has served as its director since February 2018. VSPC produces advanced nickel and cobalt free cathode material currently being tested commercially in the UK, South Korea, France, China and Japan. VSPC has an Australian government funded research grant to develop rapid charge/discharge batteries for transportation use. VSPC holds international patents for the production of cathode powders. Mr. Griffin also led the takeover of Australia’s only lithium-ion battery recycling company, Envirostream Australia Pty Ltd, and has been serving as its director since April 2019. Envirostream has established a nation-wide collection and processing business for spent batteries and have a suite of intellectual property covering the processing technologies for separation, processing and refining the materials recovered from the batteries. Mr. Griffin’s previous experiences include serving as director of Metal Sands Pty Ltd., a heavy metals exploration company, from September 2000 to February 2017; founder and director of Global Carbon Credits Pty Ltd., a company focused on the reduction of carbon footprints with particular application in the use of fly ash in geopolymers, from April 2008 to August 2018; and founder and director of Blackearth Minerals NL, a Madagascan graphite producer, from March 2016 to April 2017. Mr. Griffin holds a Bachelor of Science with honors from the University of Melbourne, majoring in Geology and Metallurgy.