UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2023


Enphys Acquisition Corp.
(Exact name of registrant as specified in its charter)


Cayman Islands
001-40879
87-2010879
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)

100 Wall Street
20th Floor
New York, New York
10005
(Address of principal executive offices)
(Zip Code)

(646) 854-6565
Registrant’s telephone number, including area code

Not Applicable
(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 to the registrant under any of the following provisions:

☐
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
  
NFYS.U
   New York Stock Exchange

       
Class A ordinary shares, par value $0.0001 per share
  
NFYS
   New York Stock Exchange

       
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50
  
NFYS.WS
   New York Stock Exchange

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

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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 6, 2023, Enphys Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to vote on the proposals described under Item 5.07 of this Current Report on Form 8-K. At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company must consummate a business combination from October 8, 2023 to February 8, 2024 (the “Extended Date”) (the “Extension Amendment Proposal”).

At the Extraordinary General Meeting, the Company’s shareholders also approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Founder Share Amendment”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment Proposal”).

The foregoing description is qualified in its entirety by reference to the Extension Amendment and the Founder Share Amendment, copies of which are attached as Exhibit 3.1 hereto and are incorporated by reference herein.

Item 5.07
Submission of Matters to a Vote of Security Holders.

At the Extraordinary General Meeting, the Company’s shareholders were presented with the Extension Amendment Proposal and the Founder Share Amendment Proposal, each of which is described in greater detail in the final proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2023 (the “Proxy”), as supplemented by Amendment and Supplement No. 1 to the Proxy filed with the SEC on September 19, 2023 and Amendment and Supplement No. 2 to the Proxy filed with the SEC on September 25, 2023.

Holders of 32,687,679 ordinary shares of the Company held of record as of September 11, 2023, the record date for the Extraordinary General Meeting, were present in person or by proxy, representing approximately 75.79% of the voting power of the Company’s ordinary shares as of the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business.

The voting results for each proposal were as follows:

The Extension Amendment Proposal

For
  
Against
  
Abstain
32,687,676
  
3
  
0

The Founder Share Amendment Proposal

For
  
Against
  
Abstain
32,677,676
  
3
  
10,000

The Company had solicited proxies to approve an adjournment proposal, but this proposal was not presented at the Extraordinary General Meeting.

In connection with the vote on the above proposals, the holders of 24,301,795 Class A ordinary shares of the Company properly exercised their right to redeem their shares.

Enphys Acquisition Sponsor LLC, the Company’s sponsor, or one or more of its affiliates or designees will, on October 10, 2023, deposit into the Trust Account as a loan with respect to the Extension Amendment an amount equal to the lesser of (i) $0.025 per Class A ordinary share multiplied by the number of Class A ordinary shares then outstanding and (ii) $100,000.

Item 9.01.
Financial Statements and Exhibits

(d)
Exhibits

Exhibit
No.
  
Description

   
 
Amendments to Amended and Restated Memorandum and Articles of Association.

 
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Dated: October 6, 2023
 
 
ENPHYS ACQUISITION CORP.
 
 
By:
/s/ Jorge de Pablo
 
Name:
Jorge de Pablo
 
Title:
Chief Executive Officer


Exhibit 3.1
 
AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ENPHYS ACQUISITION CORP.
OCTOBER 6, 2023
 
RESOLVED, as a special resolution, that:
 
 (i)          Article 166(a) of the Amended and Restated Articles of Association of Enphys Acquisition Corp. be deleted in its entirety and replaced as follows:
 
“166(a) In the event that the Company does not consummate a Business Combination by February 8, 2024, or such later time as the Members may approve in accordance with the Articles, the Company shall:
 
(i)  cease all operations except for the purpose of winding up;
 
(ii)  as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available fund therefor, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
 
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve.
 
subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases, subject to the other requirements of applicable law.”
 
(ii)          Article 166(b) of the Amended and Restated Articles of Association of Enphys Acquisition Corp. be deleted in its entirety and replaced as follows:

“166(b) If any amendment is made to Article 166(a) that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by February 8, 2024, or such later time as the Members may approve in accordance with the Articles or any amendment is made with respect to any other provisions of these Articles relating to the rights of holders of Class A Shares, each holder of Public Shares who is not a Founder, officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay taxes, if any, divided by the number of Public Shares then in issue, provided that the Company shall not redeem the Public Shares unless the Company would have net tangible assets of at least US$5,000,001 upon consummation."

(iii)        Article 168 of the Amended and Restated Articles of Association of Enphys Acquisition Corp. be deleted in its entirety and replaced as follows:

“168.  Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 14 where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Fund; or (b) other than Class B Ordinary Shares issued to “anchor investors” as referred to in the Form S-1 Registration Statement filed by the Company where an equal number of Class B Ordinary Shares are surrendered, vote on any Business Combination or any other proposal presented to the Shareholders prior to or in connection with the completion of a Business Combination.”


v3.23.3
Document and Entity Information
Oct. 06, 2023
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 06, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-40879
Entity Registrant Name Enphys Acquisition Corp.
Entity Central Index Key 0001850502
Entity Incorporation, State or Country Code E9
Entity Tax Identification Number 87-2010879
Entity Address, Address Line One 100 Wall Street
Entity Address, Address Line Two 20th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10005
City Area Code 646
Local Phone Number 854-6565
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol NFYS.U
Security Exchange Name NYSE
Common Class A [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol NFYS
Security Exchange Name NYSE
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50
Trading Symbol NFYS.WS
Security Exchange Name NYSE
Enphys Acquisition (NYSE:NFYS)
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