Cayman Islands | | | 6770 | | | N/A |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (IRS Employer Identification No.) |
Todd J. Emmerman, Esq. Jason S. McCaffrey, Esq. Brown Rudnick LLP 7 Times Square New York, New York 10036 (212) 209-4800 | | | Derek J. Dostal, Esq. Deanna L. Kirkpatrick, Esq. Davis Polk Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
Emerging growth company | | | ☒ | | | | |
Title of Each Class of Securities to be Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and a fraction of one redeemable warrant(2) | | | 28,750,000 units | | | $10.00 | | | $287,500,000 | | | $31,366.25 |
Class A ordinary shares included as part of the units(3)(4) | | | 28,750,000 Shares | | | — | | | — | | | —(5) |
Redeemable warrants included as part of the units(3)(4) | | | 14,375,000 Warrants | | | — | | | — | | | —(5) |
Total | | | | | | | $287,500,000 | | | $31,366.25 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
(2) | Includes 3,750,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations, share dividends or similar transactions. |
(4) | Maximum number of Class A ordinary shares and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above. |
(5) | No fee pursuant to Rule 457(g) under the Securities Act. |
| | Price to Public | | | Underwriting Discounts and Commission(1) | | | Proceeds Before Expenses to Us | |
Per Unit | | | $10.00 | | | $0.55 | | | $9.45 |
Total | | | $250,000,000 | | | $13,750,000 | | | $236,250,000 |
(1) | Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriters’ over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also “Underwriting” for a description of compensation payable to the underwriters. |
Credit Suisse | | | BTIG |
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• | “anchor investors” are certain institutional investors that have indicated an interest in purchasing units in this offering and will also, subject to the purchase of units in this offering, receive founder shares, all as described in this prospectus; |
• | “we,” “us,” “our” or our “company” are to Enphys Acquisition Corp., a Cayman Islands exempted company; |
• | “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; |
• | “Companies Act” are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; |
• | “directors” are to our current directors and our director nominees named in this prospectus; |
• | “founder shares” are to our Class B ordinary shares previously issued to our sponsor and proposed to be issued to our anchor investors in private placements and our Class A ordinary shares that will be issued upon conversion thereof as provided therein; |
• | “initial shareholders” are to our sponsor and the other holders of our founder shares prior to this offering (if any), including the anchor investors to the extent such shares are issued prior to this offering; |
• | “letter agreement” refer to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; |
• | “management” or our “management team” are to our directors and officers; |
• | “ordinary resolution” are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the Company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; |
• | “public shareholders” are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; |
• | “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
• | “special resolution” are to a resolution adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the Company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; |
• | “sponsor” are to Enphys Acquisition Sponsor LLC, a Delaware limited liability company; |
• | “warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and |
• | “$,” “US$” and “U.S. dollar” each refer to the United States dollar. |
• | Climate change and zero-carbon emissions pledge. Strong momentum in the energy transition movement across corporate sectors, governments and investors as they continue to prioritize environmental, social and governance, or ESG, factors. The focus on environmental issues has been fueled by the Paris Agreement, an international treaty on climate change, which has served as the principal catalyst for transformative change across the global energy spectrum. The aforementioned agreement sets out a global framework to avoid dangerous climate change by limiting global warming to well below 2°C and pursuing efforts to limit it to 1.5°C. The International Renewable Energy Agency, or IRENA, projects that investments in renewable generation will outlast non-renewable generation investments. |
• | Decreasing cost of renewable energy. This energy transition is driven by cheap renewable-energy technologies. Today, either wind or solar energy are the cheapest new sources of electricity in countries making up around 73% of the world’s GDP. As costs continue to decrease globally, it is expected that newly built wind and solar assets will be cheaper than running existing fossil-fuel power plants. |
• | Renewable power potential and resource diversification. Home to some of the world’s most plentiful wind and solar resources, Ibero-America is set to play a vital role in the energy transition movement in the coming years. Latin America, and the Caribbean in particular, has an enormous untapped potential to become a leader in renewable energy generation due to its natural resources. |
• | Attractive growth. Energy consumption per capita in Latin America and the Caribbean is currently well below the global per capita consumption average. Furthermore, the region has energy intensive industries that account for 5% of global energy consumption. The region’s total final energy consumption and total primary energy supply is expected to increase significantly in the future. In order to meet the increase in energy consumption and supply the region is expected to invest a significant amount of money to increase renewable energy generation installed capacity. |
• | Electrification and renewable energy. Electrification and renewable energy have become the backbone of the new energy economy, fostering the transition from fossil fuel dependency to a new zero-carbon emissions economy. It is expected that significant amounts of money will be spent annually on power grids, system flexibility and to adopt current infrastructure to the new energy era. |
• | Resilience through economic cycles. The COVID-19 pandemic has seriously dented global economic growth, and Ibero-America is no exception. The timing and pace of recovery remain unpredictable, however, we believe that the pandemic has the potential to change the priority of government policies, and that renewable energy will play a key role in Ibero-America’s rebound from the crisis. Despite these global challenges, renewable energy projects are still going ahead. On a global level, looking at the project pipeline through 2025, almost one-third of wind and solar PV projects are already contracted and/or financed, according to IRENA’s latest renewable energy market update. |
• | investing in, managing and operating companies across many industries, such as energy, mobility, real estate and other infrastructure-related industries; |
• | attracting, selecting and retaining high-performing management teams with proven track records; |
• | developing and executing strategic and business plans to deliver value creation and operational efficiencies, enhancing the competitive position of companies; |
• | implementing an optimized capital structure that enables companies to achieve their next phase of growth; |
• | managing public company governance, with our founders having served in key roles on numerous public company boards; and |
• | operating and growing Ibero-American businesses throughout changing macroeconomic, legal, tax and regulatory environments. |
• | stand to benefit from the energy transition and renewable energy generation trends as well as the electrification of Ibero-America; |
• | exhibit potential for strong growth and offer potential investment opportunities with attractive returns for our shareholders; |
• | are at an inflection point, such as requiring additional management expertise, are able to innovative through new operational techniques, or where we believe we can drive improved financial performance; |
• | exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; |
• | can utilize the extensive networks and insights that our management team have built in the energy sector; and |
• | benefit from being publicly listed, having access to capital and are ready to operate under the scrutiny of public markets, thanks to strong management teams, corporate governance and reporting policies in place. |
• | one Class A ordinary shares; and |
• | one-half of one redeemable warrant. |
(1) | Assumes no exercise of the underwriters’ over-allotment option and, if applicable, the forfeiture by our sponsor of 937,500 founder shares. |
(2) | Consists solely of founder shares and includes up to 937,500 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
(3) | Founder shares are currently classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
(4) | Includes 25,000,000 public shares and 7,187,500 founder shares. |
• | 30 days after the completion of our initial business combination; and |
• | 12 months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrants; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants”; |
• | if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”), the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above. |
• | only holders of Class B ordinary shares will have the right to vote on the election and/or removal of directors prior to or in connection with the completion of our initial business combination; |
• | in a vote to transfer the Company by way of continuation out of the Cayman Islands to another jurisdiction (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction) (which requires a special resolution), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business |
• | the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and |
• | any loans or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third parties, although they are under no obligation to loan funds to, or otherwise invest in, us; and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | payment to our sponsor of a total of $10,000 per month for office space, administrative and support services; |
• | payment of customary consulting, success or finder’s fees in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources in order to assess, negotiate and consummate an initial business combination. The amount of any such fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to compliance with applicable law and the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. We would disclose any such fee in the proxy or tender offer materials used in connection with a proposed business combination; |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, such as identifying potential target businesses and performing due diligence on suitable business combinations; and |
• | repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to fund working |
• | We are a newly incorporated business with no operating history and no revenue, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. |
• | If we seek shareholder approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. |
• | Our sponsor made a capital contribution of $25,000, or approximately $0.003 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary shares. |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our business combination deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and other events and the status of debt and equity markets. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless. |
• | Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited. |
• | If our management team pursues a company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. |
• | Because we are not limited to a particular industry, sector or geographic area or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities; |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; |
• | could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
(i) | we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and |
(iii) | the Market Value is below $9.20 per share, |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt to equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of this offering; and |
• | other factors as were deemed relevant. |
• | costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls, including devaluations and other exchange rate movements; |
• | rates of inflation, price instability and interest rate fluctuations; |
• | liquidity of domestic capital and lending markets; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | energy shortages; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms of social instability; |
• | deterioration of political relations with the United States; |
• | obligatory military service by personnel; and |
• | government appropriation of assets. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses and the Ibero-American renewable energy space; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our directors and officers to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following this offering. |
| | Without Over- Allotment Option | | | Over-Allotment Option Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $250,000,000 | | | 287,500,000 |
Gross proceeds from private placement warrants offered in the private placement | | | 7,000,000 | | | 7,800,000 |
Total gross proceeds | | | $257,000,000 | | | 295,300,000 |
Estimated offering expenses(2) | | | | | ||
Underwriting commissions (excluding deferred portion)(3) | | | $5,000,000 | | | 5,750,000 |
Legal fees and expenses | | | 400,000 | | | 400,000 |
Accounting fees and expenses | | | 40,000 | | | 40,000 |
Printing and engraving expenses | | | 35,000 | | | 35,000 |
SEC expenses | | | 31,366 | | | 31,366 |
FINRA expenses | | | 43,625 | | | 43,625 |
Travel and road show | | | 40,000 | | | 40,000 |
Directors and officers insurance premiums | | | 250,000 | | | 250,000 |
NYSE listing and filing fees | | | 85,000 | | | 85,000 |
Miscellaneous expenses(4) | | | 75,009 | | | 75,009 |
Total estimated offering expenses (other than underwriting commissions) | | | $1,000,000 | | | 1,000,000 |
Proceeds after estimated offering expenses | | | $251,000,000 | | | 288,550,000 |
Held in trust account(3) | | | $250,000,000 | | | 287,500,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account(2) | | | $1,000,000 | | | 1,050,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(6) | | | 350,000 | | | 35.0% |
Legal and accounting fees related to regulatory reporting obligations | | | 150,000 | | | 15.0% |
Payment for office space, administrative and support services | | | 240,000 | | | 24.0% |
NYSE continued listing fees | | | 85,000 | | | 8.5% |
Other miscellaneous expenses | | | 175,000 | | | 17.5% |
Total | | | $1,000,000 | | | 100.0% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. As of June 30, 2021, we had borrowed $168,625 under the $300,000 promissory note with our sponsor. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. These expenses are estimates only. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account. |
(3) | The underwriters have agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering. Upon completion of our initial business combination, $8,750,000, which constitutes the underwriters’ deferred commissions (or up to $10,062,500 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the |
(4) | Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates. |
(5) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. Based on current interest rates, we would expect to earn approximately $250,000 in interest on the funds held in the trust account over the 12 months following the closing of this offering; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.1% per annum based upon current yields of securities in which the trust account may be invested. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. |
(6) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
• | on an actual basis; and |
• | on an as adjusted basis, to give effect to the sale of our 25,000,000 units in this offering for $250,000,000 (or $10.00 per unit) and the sale of 7,000,000 private placement warrants for $7,000,000 (or $1.00 per warrant) and the application of the estimated net proceeds derived from the sale of such securities. |
| | June 30, 2021 | ||||
| | Actual | | | As Adjusted(2) | |
Promissory note(1) | | | $168,625 | | | $— |
Deferred underwriting commissions(7) | | | — | | | 8,750,000 |
Warrant liability(8) | | | — | | | 21,385,650 |
Class A ordinary shares, subject to redemption; 0 shares actual and 25,000,000 shares as adjusted(3) | | | — | | | 222,350,066 |
Shareholders’ equity: | | | | | ||
Preference shares, $0.0001 par value, 1,000,000 shares authorized (actual and as adjusted); none issued or outstanding (actual and as adjusted) | | | — | | | — |
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); -0- shares issued and outstanding (excluding 25,000,000 shares subject to redemption) (as adjusted) | | | — | | | — |
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized (actual and as adjusted); 7,187,500 issued and outstanding (actual) 6,250,000 issued and outstanding (as adjusted)(4) | | | 719 | | | 625 |
Additional paid-in capital(5) | | | 24,281 | | | — |
Accumulated deficit(6) | | | (11,043) | | | (1,472,384) |
Total shareholders’ equity | | | 13,957 | | | (1,471,759) |
Total capitalization | | | $182,582 | | | $251,013,957 |
(1) | Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of June 30, 2021, we had borrowed $168,625 under the $300,000 promissory note with our sponsor. |
(2) | Assumes the full forfeiture of 937,500 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The proceeds of the sale of such shares will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon the initial business combination. |
(3) | Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. The as adjusted amount is presented net of proceeds allocated to the public warrants and net of allocated transaction costs related to the offering. The Class A ordinary shares contain redemption rights that make them redeemable by our public shareholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480-10-S99-3A, and will be subsequently accreted at redemption value. |
(4) | Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted share amount assumes no exercise of the underwriters’ over-allotment option. |
(5) | The fair value of the private warrants is greater than the proceeds received. As adjusted additional paid-in-capital has been reduced by the excess of fair value over the proceeds received until it reached zero, and the remaining adjustment was added to accumulated deficit. |
(6) | As adjusted accumulated deficit includes transaction costs associated with warrant liabilities. Such costs will be immediately expensed. It also includes the difference between the fair value of the private warrants and the proceeds received. |
(7) | Deferred underwriting commissions “As Adjusted” reflects the $8,750,000 payable to the underwriters for deferred underwriting commissions to be placed in a trust account as described herein. |
(8) | We will account for the 11,733,334 warrants to be issued in connection with this offering (the 6,666,667 warrants included in the units and the 5,066,667 private placement warrants, assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. Offering costs will be allocated to the Class A common stock and warrants, and the amounts allocated to the warrants will be expensed immediately. The warrants are also subject to re-evaluation of the proper classification and accounting treatment at each reporting period. |
| | Without over-allotment | | | With over-allotment | |
Public offering price | | | $10.00 | | | $10.00 |
Net tangible book value before this offering | | | (0.06) | | | (0.06) |
Increase attributable to public shareholders | | | 0.58 | | | 0.51 |
Pro forma net tangible book value after this offering and sale of private placement warrants | | | 0.52 | | | 0.45 |
Dilution to public shareholders | | | 9.48 | | | 9.55 |
Percentage of dilution to new investors | | | 94.8% | | | 95.5% |
| | Shares purchased | | | Total consideration | | | Average price per share | |||||||
| | Number | | | Percent | | | Amount | | | Percent | | |||
Initial Shareholders(1)(2) | | | 6,250,000 | | | 20.0% | | | $25,000 | | | 0.01% | | | $0.004 |
Public Shareholders | | | 25,000,000 | | | 80.0% | | | $250,000,000 | | | 99.9% | | | $10.00 |
Total | | | 31,250,000 | | | 100.0% | | | $250,025,000 | | | 100.0% | | |
(1) | Assumes the full forfeiture of 937,500 shares that are subject to forfeiture by our sponsor dependent on the extent to which the underwriters’ over-allotment option is exercised. |
(2) | Assumes conversion of Class B ordinary shares into Class A ordinary shares on a one-for-one basis. |
| | Without over-allotment | | | With over-allotment | |
Numerator: | | | | | ||
Net tangible book value before this offering | | | $(394,699) | | | $(394,699) |
Proceeds from this offering and sale of the private placement warrants, net of expenses (including non-deferred underwriting commissions) | | | 251,000,000 | | | 288,550,000 |
Offering costs accrued for and paid in advance, excluded from net tangible book value before this offering | | | 408,656 | | | 408,656 |
Less: fair value of warrant liability | | | (21,385,650) | | | (24,319,323) |
Less: deferred underwriters’ commissions payable | | | (8,750,000) | | | (10,062,500) |
Less: amount of Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001 | | | (215,878,302) | | | (249,182,129) |
| | $5,000,005 | | | $5,000,005 | |
Denominator: | | | | | ||
Class B ordinary shares issued and outstanding prior to this offering | | | 7,187,500 | | | 7,187,500 |
Shares forfeited if over-allotment is not exercised | | | (937,500) | | | — |
Class A ordinary shares included in the units offered | | | 25,000,000 | | | 28,750,000 |
Less: shares subject to redemption to maintain net tangible assets of $5,000,001 | | | (21,587,830) | | | (24,918,213) |
| | 9,662,170 | | | 11,019,287 |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; |
• | could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. Similarly, if we issue debt or otherwise incur significant indebtedness, it could result in: |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | staffing for financial, accounting and external reporting areas, including segregation of duties; |
• | reconciliation of accounts; |
• | proper recording of expenses and liabilities in the period to which they relate; |
• | evidence of internal review and approval of accounting transactions; |
• | documentation of processes, assumptions and conclusions underlying significant estimates; and |
• | documentation of accounting policies and procedures. |
• | Climate change and zero-carbon emissions pledge. Strong momentum in the energy transition movement across corporate sectors, governments and investors as they continue to prioritize environmental, social and governance, or ESG, factors. The focus on environmental issues has been fueled by the Paris Agreement, an international treaty on climate change, which has served as the principal catalyst for transformative change across the global energy spectrum. The aforementioned agreement sets out a global framework to avoid dangerous climate change by limiting global warming to well below 2°C and pursuing efforts to limit it to 1.5°C. The International Renewable Energy Agency, or IRENA, projects that investments in renewable generation will outlast non-renewable generation investments. |
• | Decreasing cost of renewable energy. This energy transition is driven by cheap renewable-energy technologies. Today, either wind or solar energy are the cheapest new sources of electricity in countries making up around 73% of the world’s GDP. As costs continue to decrease globally, it is expected that newly built wind and solar assets will be cheaper than running existing fossil-fuel power plants. |
• | Renewable power potential and resource diversification. Home to some of the world’s most plentiful wind and solar resources, Ibero-America is set to play a vital role in the energy transition movement in the coming years. Latin America, and the Caribbean in particular, has an enormous untapped potential to become a leader in renewable energy generation due to its natural resources. |
• | Attractive growth. Energy consumption per capita in Latin America and the Caribbean is currently well below the global per capita consumption average. Furthermore, the region has energy intensive industries that account for 5% of global energy consumption. The region’s total final energy consumption and total primary energy supply is expected to increase significantly in the future. In order to meet the increase in energy consumption and supply the region is expected to invest a significant amount of money to increase renewable energy generation installed capacity. |
• | Electrification and renewable energy. Electrification and renewable energy have become the backbone of the new energy economy, fostering the transition from fossil fuel dependency to a new zero-carbon emissions economy. It is expected that significant amounts of money will be spent annually on power grids, system flexibility and to adopt current infrastructure to the new energy era. |
• | Resilience through economic cycles. The COVID-19 pandemic has seriously dented global economic growth, and Ibero-America is no exception. The timing and pace of recovery remain unpredictable, however, we believe that the pandemic has the potential to change the priority of government policies, and that renewable energy will play a key role in Ibero-America’s rebound from the crisis. Despite these global challenges, renewable energy projects are still going ahead. On a global level, looking at the project pipeline through 2025, almost one-third of wind and solar PV projects are already contracted and/or financed, according to IRENA’s latest renewable energy market update. |
• | investing in, managing and operating companies across many industries, such as energy, mobility, real estate and other infrastructure-related industries; |
• | attracting, selecting and retaining high-performing management teams with proven track records; |
• | developing and executing strategic and business plans to deliver value creation and operational efficiencies, enhancing the competitive position of companies; |
• | implementing an optimized capital structure that enables companies to achieve their next phase of growth; |
• | managing public company governance, with our founders having served in key roles on numerous public company boards; and |
• | operating and growing Ibero-American businesses throughout changing macroeconomic, legal, tax and regulatory environments. |
• | stand to benefit from the energy transition and renewable energy generation trends as well as the electrification of Ibero-America; |
• | exhibit potential for strong growth and offer potential investment opportunities with attractive returns for our shareholders; |
• | are at an inflection point, such as requiring additional management expertise, are able to innovative through new operational techniques, or where we believe we can drive improved financial performance; |
• | exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; |
• | can utilize the extensive networks and insights that our management team have built in the energy sector; and |
• | benefit from being publicly listed, having access to capital and are ready to operate under the scrutiny of public markets, thanks to strong management teams, corporate governance and reporting policies in place. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of Class A ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; |
• | any of our directors, officers or substantial security holders (as defined by the rules of the NYSE) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or |
• | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction, into their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), or (2) provide our public shareholders with the opportunity to tender their public shares to us by means of a tender offer (and thereby avoid the need |
• | in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions; |
• | if we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law; |
• | if our initial business combination is not consummated within 24 months from the closing of this offering, then our existence will terminate and we will distribute all amounts in the trust account; and |
• | prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination. |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay winding up and dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
| | shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | | | |||
Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $212,625,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. |
Investment of net proceeds | | | $250,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. | | | Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to shareholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
Limitation on fair value or net assets of target business | | | The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
Trading of securities issued | | | The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. | | | No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | account calculated as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law. Additionally, each public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. | | | notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
Business combination deadline | | | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | (less up to $100,000 of interest to pay winding up and dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | ||
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote | | | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), | | | Most blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | without our prior consent. Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | ||
Tendering share certificates in connection with a tender offer or redemption rights | | | We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership. |
Name | | | Age | | | Position |
Jorge de Pablo | | | | | Chief Executive Officer and Director | |
Carlos Guimarães | | | | | Director nominee; Proposed Chairman of the Board of Directors | |
Pär Lindström | | | | | Chief Financial Officer and Director | |
Matías de Buján | | | | | Chief Operating Officer | |
José Antonio Aguilar Bueno | | | | | Director nominee | |
Federico Carrillo-Zürcher | | | | | Director nominee | |
Hélio L. Magalhães | | | | | Director nominee | |
Eva Redhe | | | | | Director nominee |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by our Board of Directors, and recommending to our Board of Directors candidates for nomination for appointment; |
• | developing and recommending to our Board of Directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of our Board of Directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | duty to not improperly fetter the exercise of future discretion; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
• | None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “— Directors, Director Nominees and Officers.” |
• | Our initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 24 months after the closing of this offering or during any Extension Period. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of: (1) one year after the completion of our initial business combination; and (2) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 |
• | Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. |
• | Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Jorge de Pablo | | | LAIG Investments | | | Private equity | | | Managing Partner |
| | Genneia SA | | | Renewable energy company | | | Director | |
| | WiseHood Argentina S.A. | | | Energy efficiency | | | Chairman of the Board | |
| | Gosmo | | | Fleet management | | | Chairman of the Board | |
| | Tactile Mobility | | | Artificial intelligence software | | | Chairman of the Board | |
Carlos Guimarães | | | LAIG | | | Private equity | | | Chairman of the Board |
| | Brazilian-American Chamber of Commerce | | | Chamber of commerce | | | Director | |
| | Americas Society/Council of the Americas | | | International business | | | Director | |
| | ITHAX Acquisition Corp. | | | SPAC (focused on leisure, hospitality and travel) | | | Director | |
| | WiseHood International | | | Energy efficiency | | | Chairman of the Board | |
Pär Lindström | | | i(x) Investments, LLC | | | Private equity | | | Chief Investment Officer |
Matías de Buján | | | LAIG Investments | | | Private equity | | | Managing Director |
| | WiseHood Argentina S.A. | | | Energy efficiency | | | Chief Executive Officer | |
José Antonio Aguilar Bueno | | | Vive Energia SAPI de CV | | | Renewable energy | | | Principal |
| | Fondo AgroPyme | | | Venture capital (focused on agrobusiness) | | | Member, Investment Committee | |
| | Fonfo FICA | | | Private equity (focused on agrobusiness) | | | Member, Investment Committee | |
| | Grupo Azucarero del Tropico, SA de CV | | | Sugar, energy and alcohol producer | | | Director | |
Federico Carrillo- Zürcher | | | Imaginarium S.A. | | | Children’s toys | | | Chairman and Chief Executive Officer |
Hélio L. Magalhães | | | Suzano SA | | | Paper and pulp | | | Director |
| | Companhia Melhoramentos de São Paulo | | | Holding company | | | Director |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Eva Redhe | | | Bregal Milestone | | | Private equity | | | Senior Advisor |
| | First Swedish National Pension Fund | | | Pension fund | | | Director | |
| | ftrack AB | | | Software platform | | | Director | |
| | Nordkinn Asset Management | | | Asset management firm | | | Director |
• | each person, or group of affiliated persons, known by us to be the beneficial owners of more than 5% of our issued and outstanding ordinary shares; |
• | each of our directors, officers and director nominees; and |
• | all of our officers, directors and director nominees as a group. |
| | Shares Beneficially Owned(2) | | | Percentage of Shares Beneficially Owned | ||||
Name of Beneficial Owner(1) | | | Before Offering | | | After Offering | |||
5% or Greater Shareholders | | | | | | | |||
Enphys Acquisition Sponsor LLC (our sponsor)(3) | | | 6,250,000 | | | 100% | | | 20% |
Officers, Directors and Director Nominees | | | | | | | |||
Jose Antonio Aguilar Bueno | | | — | | | — | | | — |
Matías de Buján | | | — | | | — | | | — |
Federico Carrillo- Zürcher | | | — | | | — | | | — |
Carlos Guimarães | | | — | | | — | | | — |
Pär Lindström | | | — | | | — | | | — |
Hélio L. Magalhães | | | — | | | — | | | — |
Eva Redhe | | | — | | | — | | | — |
Jorge de Pablo(3) | | | 6,250,000 | | | 100% | | | 100% |
All executive officers and directors as a group (9 persons) | | | 6,250,000 | | | 100% | | | 100% |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 216 East 45th Street, 13th Floor, New York, New York 10017. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” |
(3) | Enphys Acquisition Sponsor LLC, our sponsor, is the record holder of the Class B ordinary shares reported herein. Certain of our officers and directors are or will be, directly or indirectly, members of our sponsor. Mr. de Pablo may be deemed to beneficially own shares held by our sponsor by virtue of their shares control over our sponsor. Other than Mr. de Pablo, no member of our sponsor exercises voting or dispositive control over any of the shares held by our sponsor. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Mr. de Pablo disclaims beneficial ownership of our ordinary shares held by our sponsor. |
• | repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | payment to our sponsor of a total of $10,000 per month for office space, administrative and support services; |
• | Payment of customary consulting, success or finder’s fees in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources in order to assess, negotiate and consummate an initial business combination. The amount of any such fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to compliance with applicable law and the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. We would disclose any such fee in the proxy or tender offer materials used in connection with a proposed business combination |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, such as identifying potential target businesses and performing due diligence on suitable business combinations; and |
• | repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. |
• | 25,000,000 Class A ordinary shares underlying the units being offered in this offering; and |
• | 6,250,000 Class B ordinary shares held by our initial shareholders. |
• | the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of the shares of each member (and whether such voting rights are conditional); |
• | the date on which the name of any person was entered on the register as a member; and |
• | the date on which any person ceased to be a member. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders, or the Reference Value, equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below; |
• | if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Redemption Date | | | Fair Market Value of Class A Ordinary Shares | ||||||||||||||||||||||||
(period to expiration of warrants) | | | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
• | the company is not proposing to act illegally or beyond the scope of its corporate authority and we have complied with the statutory provisions as to majority vote; |
• | the shareholders have been fairly represented at the meeting in question; |
• | the arrangement is such as a business-person would reasonably approve; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.” |
• | a company is acting, or proposing to act, illegally or beyond the scope of its authority; |
• | the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes that have actually been obtained; or |
• | those who control the company are perpetrating a “fraud on the minority.” |
• | annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Act; |
• | an exempted company’s register of members is not open to inspection; |
• | an exempted company does not have to hold an annual general meeting; |
• | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 30 years in the first instance); |
• | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | an exempted company may register as a limited duration company; and |
• | an exempted company may register as a segregated portfolio company. |
• | if we have not completed our initial business combination within 24 months from the closing of this offering, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay winding up and dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law; |
• | prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination; |
• | although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such a business combination is fair to our company from a financial point of view; |
• | if a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; |
• | as long as our securities are listed on the NYSE, our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust); |
• | if our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares; and |
• | we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. |
(a) | the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution; or |
(b) | the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or |
(c) | the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors. |
(a) | where this is necessary for the performance of our rights and obligations under any purchase agreements; |
(b) | where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
(c) | where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. |
• | 1% of the total number of ordinary shares then issued and outstanding, which will equal 312,500 shares immediately after this offering (or 359,375 if the underwriters exercise their over-allotment option in full); or |
• | the average weekly reported trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | on or in respect of the shares, debentures or other obligations of the company; OR |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2018 Revision). |
3. | These concessions shall be for a period of 30 years from the date hereof. |
• | our sponsor, any other holders of founder shares, and our management team; |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | taxpayers that are subject to the mark-to-market accounting rules; |
• | tax-exempt entities; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | controlled foreign corporations; |
• | passive foreign investment companies; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more of our voting shares; |
• | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or |
• | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. |
• | any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares or warrants; and |
• | any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares). |
• | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares and warrants; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
• | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
• | the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder. |
Underwriter | | | Number of Units |
Credit Suisse Securities (USA) LLC | | | |
BTIG, LLC | | | |
Total | | | 25,000,000 |
| | Per Unit(1) | | | Total(1) | |||||||
| | Without Over- allotment | | | With Over- allotment(2) | | | Without Over- allotment | | | With Over- allotment | |
Underwriting Discounts and Commissions paid by us | | | $0.55 | | | $0.55 | | | $13,750,000 | | | $15,812,500 |
(1) | Includes $0.35 per unit, or $8,750,000 (or $10,062,500 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. |
• | Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. |
• | Over-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that they may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing units in the open market. |
• | Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. If the underwriters sell more units than could be covered by the over-allotment |
• | Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
(a) | to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
(b) | to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €25,000,000, as shown in its last annual or consolidated accounts; |
(c) | to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or |
(d) | in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and |
(b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. |
• | the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45 — 106 — Prospectus Exemptions; |
• | the purchaser is a “permitted client” as defined in National Instrument 31 – 103 — Registration Requirements, Exemptions and Ongoing Registrant Obligations; |
• | where required by law, the purchaser is purchasing as principal and not as agent; and |
• | the purchaser has reviewed the text above under Resale Restrictions. |
| | June 30, 2021 | | | March 4, 2021 | |
| | (unaudited) | | | (audited) | |
ASSETS | | | | | ||
Deferred offering costs | | | $408,656 | | | $153,000 |
Total Assets | | | $408,656 | | | $153,000 |
| | | | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | ||
Current Liabilities: | | | | | ||
Accrued expenses | | | $11,043 | | | $8,530 |
Accrued offering costs | | | 215,031 | | | 128,000 |
Advances from related party | | | 168,625 | | | — |
Total Current Liabilities | | | 394,699 | | | 136,530 |
| | | | |||
Commitments and contingencies (Note 6) | | | | | ||
| | | | |||
Shareholders’ Equity: | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding(1) | | | 719 | | | 719 |
Additional paid-in capital | | | 24,281 | | | 24,281 |
Accumulated deficit | | | (11,043) | | | (8,530) |
Total Shareholders’ Equity | | | 13,957 | | | 16,470 |
Total Liabilities and Shareholders’ Equity | | | $408,656 | | | $153,000 |
(1) | Includes an aggregate of up to 937,500 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). |
| | For the Three Months Ended June 30, 2021 | | | For the Period from March 3, 2021 (Inception) Through June 30, 2021 | | | For the Period From March 3, 2021 (Inception) Through March 4, 2021 | |
| | (unaudited) | | | (unaudited) | | | (audited) | |
Formation and operating costs | | | 2,513 | | | 11,043 | | | 8,530 |
Net loss | | | $(2,513) | | | $(11,043) | | | $(8,530) |
| | | | | | ||||
Weighted average shares outstanding, basic and diluted(1) | | | 6,250,000 | | | 6,250,000 | | | 6,250,000 |
| | | | | | ||||
Basic and diluted net loss per ordinary share | | | $(0.00) | | | $(0.00) | | | $(0.00) |
(1) | Excludes an aggregate of up to 937,500 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance, March 3 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsor(1) | | | 7,187,500 | | | 719 | | | 24,281 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | (8,530) | | | (8,530) |
Balance, March 4, 2021 (audited) | | | 7,187,500 | | | 719 | | | 24,281 | | | (8,530) | | | 16,470 |
Net loss | | | — | | | — | | | — | | | — | | | — |
Balance, March 31, 2021 (unaudited) | | | 7,187,500 | | | 719 | | | 24,281 | | | (8,530) | | | 16,470 |
Net loss | | | — | | | — | | | — | | | (2,513) | | | (2,513) |
Balance, June 30, 2021 (unaudited) | | | 7,187,500 | | | $719 | | | $24,281 | | | $(11,043) | | | $13,957 |
(1) | Includes an aggregate of up to 937,500 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). |
| | For The Period From March 3, 2021 (inception) Through June 30, 2021 | | | For The Period From March 3, 2021 (inception) Through March 4, 2021 | |
| | (unaudited) | | | (audited) | |
Cash flows from operating activities: | | | | | ||
Net loss | | | $ (11,043) | | | $ (8,530) |
Adjustment to reconcile net loss to net cash used in operating activities: | | | | | ||
Change in accounts payable | | | 11,043 | | | 8,530 |
| | | | |||
Net cash used in operating activities | | | — | | | — |
| | | | |||
Net change in cash | | | — | | | — |
Cash at beginning of period | | | — | | | — |
Cash at end of period | | | $— | | | $— |
Non-cash financing activities: | | | | | ||
Deferred offering costs included in accrued offering costs | | | $215,031 | | | $128,000 |
Deferred offering costs paid by related party | | | $168,625 | | | $— |
Deferred offering costs paid by related party in exchange for Class B ordinary shares | | | $25,000 | | | $25,000 |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
• | in whole and not in part; |
• | at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; |
• | upon a minimum of 30 days’ prior written notice of redemption; |
• | if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and |
• | if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A ordinary share) as the outstanding public warrants, as described above. |
Credit Suisse | | | BTIG |
Item 13. | Other Expenses of Issuance and Distribution. |
Legal fees and expenses | | | $400,000 |
Accounting fees and expenses | | | 40,000 |
SEC expenses | | | 31,366 |
FINRA expenses | | | 43,625 |
Travel and road show | | | 40,000 |
Directors and officers insurance premiums | | | 250,000 |
NYSE listing and filing fees | | | 85,000 |
Printing and engraving expenses | | | 35,000 |
Miscellaneous expenses | | | 75,009 |
Total offering expenses | | | $1,000,000 |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. See Exhibit Index attached to this registration statement, which is incorporated by reference herein. |
(b) | Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Exhibit Number | | | Exhibit Description |
1.1* | | | Form of Underwriting Agreement |
| | Memorandum and Articles of Association | |
3.2* | | | Form of Amended and Restated Memorandum and Articles of Association |
4.1* | | | Specimen Unit Certificate |
4.2* | | | Specimen Class A Ordinary Share Certificate |
4.3* | | | Specimen Warrant Certificate (included in Exhibit 4.4) |
4.4* | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant |
5.1* | | | Opinion of Walkers |
5.1* | | | Opinion of Brown Rudnick LLP |
| | Promissory Note, dated March 4, 2021, issued to Enphys Acquisition Sponsor LLC | |
10.2* | | | Form of Letter Agreement among the Registrant and its directors and officers and Enphys Acquisition Sponsor LLC |
10.3* | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant |
10.4* | | | Form of Registration Rights Agreement between the Registrant and certain security holders. |
| | Securities Subscription Agreement, dated March 4, 2021, between the Registrant and Enphys Acquisition Sponsor LLC | |
10.6* | | | Form of Sponsor Warrants Purchase Agreement between the Registrant and Enphys Acquisition Sponsor LLC |
10.7* | | | Form of Indemnity Agreement |
10.8* | | | Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Registrant |
14* | | | Form of Code of Ethics and Business Conduct |
| | Consent of BDO LLP | |
23.2* | | | Consent of Walkers, Cayman Islands (included in Exhibit 5.1) |
23.2* | | | Consent of Brown Rudnick LLP (included in Exhibit 5.2) |
| | Power of Attorney (included on signature page to this Registration Statement) |
* | To be filed by amendment |
| | ENPHYS ACQUISITION CORP. | ||||
| | | | |||
| | By: | | | /s/ Jorge de Pablo | |
| | Name: | | | Jorge de Pablo | |
| | Title: | | | Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Jorge de Pablo | | | Chief Executive Officer and Director (principal executive officer) | | | July 15, 2021 |
Jorge de Pablo | | | ||||
| | | | |||
/s/ Pär Lindström | | | Chief Financial Officer and Director (principal financial and accounting officer) | | | July 15, 2021 |
Pär Lindström | | |
| | By: | | | ||
| | Name: | | | Jorge de Pablo | |
| | Title: | | | Chief Executive Officer |
1. |
WNL Limited is a Subscriber of Enphys Acquisition Corp., a company applying for registration under the Companies Act (as amended).
|
2. |
The operation of the company will be conducted mainly outside the Cayman Islands.
|
3. |
I make this Declaration pursuant to Section 165 of the Companies Act (as amended), in support of the application of the company to be registered as an Exempted Company.
|
SIGNED as authorised signatory for and on
behalf of WNL Limited on 3 March 2021:
|
)
|
|
)
|
||
)
|
Andrew Barker
|
1. |
The name of the company is Enphys Acquisition Corp. (the “Company”).
|
2. |
The registered office of the Company will be situated at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time
determine.
|
3. |
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as amended) of the
Cayman Islands (the “Companies Act”).
|
4. |
The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Act.
|
5. |
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as
to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
|
6. |
The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.
|
7. |
The authorised share capital of the Company is US$33,100 divided into 300,000,000 Class A ordinary shares of a
nominal or par value of US$0.0001; 30,000,000 Class B ordinary shares of a nominal or par value of US$0.0001 and 1,000,000 preference shares of a nominal or par value of US$0.0001 each provided always that subject to the
Companies Act and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original,
redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue
shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
|
8. |
The Company may exercise the power contained in Section 206 of the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.
|
NAME, ADDRESS AND DESCRIPTION
OF SUBSCRIBER
|
NUMBER OF SHARES TAKEN BY
SUBSCRIBER
|
WNL Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands
|
ONE CLASS B ORDINARY SHARE
|
||
Andrew Barker
as Authorised Signatory of WNL Limited
|
|||
Dated:
|
3 March 2021
|
Signature of Witness
|
||
Name:
|
Shanna Heasman
|
|
Address:
|
190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands
|
|
Occupation:
|
Secretary
|
CLAUSE
|
PAGE
|
TABLE A
|
1
|
INTERPRETATION
|
1
|
PRELIMINARY
|
4
|
SHARES
|
5
|
FOUNDER SHARES CONVERSION AND ANTI-DILUTION RIGHTS
|
6
|
MODIFICATION OF RIGHTS
|
7
|
CERTIFICATES
|
7
|
FRACTIONAL SHARES
|
7
|
LIEN
|
8
|
CALLS ON SHARES
|
8
|
FORFEITURE OF SHARES
|
9
|
TRANSFER OF SHARES
|
10
|
TRANSMISSION OF SHARES
|
10
|
ALTERATION OF SHARE CAPITAL
|
11
|
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
|
11
|
TREASURY SHARES
|
12
|
GENERAL MEETINGS
|
13
|
NOTICE OF GENERAL MEETINGS
|
13
|
PROCEEDINGS AT GENERAL MEETINGS
|
13
|
VOTES OF SHAREHOLDERS
|
15
|
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
|
16
|
DIRECTORS
|
16
|
ALTERNATE DIRECTOR
|
17
|
POWERS AND DUTIES OF DIRECTORS
|
17
|
BORROWING POWERS OF DIRECTORS
|
19
|
THE SEAL
|
19
|
DISQUALIFICATION OF DIRECTORS
|
19
|
PROCEEDINGS OF DIRECTORS
|
20
|
DIVIDENDS
|
22
|
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
|
23
|
CAPITALISATION OF RESERVES
|
23
|
SHARE PREMIUM ACCOUNT
|
24
|
NOTICES
|
25
|
INDEMNITY
|
26
|
NON-RECOGNITION OF TRUSTS
|
27
|
WINDING UP
|
27
|
AMENDMENT OF ARTICLES OF ASSOCIATION
|
27
|
CLOSING OF REGISTER OR FIXING RECORD DATE
|
27
|
REGISTRATION BY WAY OF CONTINUATION
|
28
|
MERGERS AND CONSOLIDATION
|
28
|
DISCLOSURE
|
28
|
1. |
In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:
|
(a) |
passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a
majority to the number of votes to which each Shareholder is entitled; or
|
(b) |
approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be
the date on which the instrument, or the last of such instruments, if more than one, is executed.
|
(a) |
passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to
propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or
|
(b) |
approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted
shall be the date on which the instrument or the last of such instruments, if more than one, is executed.
|
2. |
In these Articles, save where the context requires otherwise:
|
(a) |
words importing the singular number shall include the plural number and vice versa;
|
(b) |
words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
|
(c) |
the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
|
(d) |
reference to a dollar or dollars or USD (or $) and to a cent or cents is reference to dollars and cents of the United States of America;
|
(e) |
reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;
|
(f) |
reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case; and
|
(g) |
reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format
for storage or transmission for writing or partly one and partly another.
|
3. |
Subject to the preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
|
4. |
The business of the Company may be commenced at any time after incorporation.
|
5. |
The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the
Directors may from time to time determine.
|
6. |
The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and
the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
|
7. |
The Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance with the Companies Act and these Articles) places as the Directors may from time to time determine. In the absence of any such
determination, the Register shall be kept at the Office. The Directors may keep, or cause to be kept, one or more Branch Registers as well as the Principal Register in accordance with the Companies Act, provided always that a duplicate of
such Branch Register(s) shall be maintained with the Principal Register in accordance with the Companies Act.
|
8. |
Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may:
|
(a) |
issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and
|
(b) |
grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;
|
9. |
The Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares into any number of Classes and sub-classes and Series and sub-series and the different Classes and sub-classes and Series and sub-series
shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges
and payment obligations as between the different Classes and Series (if any) may be fixed and determined by the Directors or the Shareholders by Ordinary Resolution.
|
10. |
The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the
payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.
|
11. |
The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.
|
12. |
At the time of the consummation of the Company’s initial Business Combination, the issued and outstanding Class B Shares shall automatically be converted into such number of Class A Shares as is equal to, on an as-converted basis, 20% of
the sum of:
|
(a) |
the total number of Class A Shares and Class B Shares in issue at the time of the IPO (including pursuant to an over-allotment option granted to an underwriter of the IPO), plus
|
(b) |
the total number of Class A Shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities issued or deemed issued, by the Company in connection with or in relation to the consummation of the
initial Business Combination, excluding (x) any Class A Shares or equity-linked securities exercisable for or convertible into Class A Shares issued, or to be issued, to any seller in the initial Business Combination and (y) any private
placement warrants issued to the Sponsor.
|
13. |
Notwithstanding anything to the contrary contained herein in no event shall the Class B Shares convert into Class A Shares at a ratio that is less than one-for-one.
|
14. |
References in Articles 12 to Article 16 to “converted”, “conversion” or “exchange” shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such
redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the
Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.
|
15. |
Each Class B Share shall convert into its pro rata number of Class A Shares as set forth in this Article 15. The pro rata share for each holder of Class B Shares will be determined as follows: Each Class B Ordinary Share shall convert
into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the issued and outstanding Class B Shares shall be converted
pursuant to this Article 15 and the denominator of which shall be the total number of issued and outstanding Class B Shares at the time of conversion.
|
16. |
The Directors may effect such conversion in any manner available under applicable law, including redeeming or repurchasing the relevant Class B Shares and applying the proceeds thereof towards payment for the new Class A Shares. For
purposes of the repurchase or redemption, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out of amounts standing to the credit of the Company’s share premium account
or out of its capital.
|
17. |
Whenever the capital of the Company is divided into different Classes (and as otherwise determined by the Directors) the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any
Class only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued Shares of the relevant Class, or with the sanction of a resolution passed at a separate meeting of
the holders of the Shares of such Class by a majority of two-thirds of the votes cast at such a meeting. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings
thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing by proxy one-third in nominal or par value amount of the issued
Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the
time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or
more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes. The Directors may vary the rights
attaching to any Class without the consent or approval of Shareholders provided that the rights will not, in the determination of the Directors, be materially adversely varied or abrogated by such action.
|
18. |
The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially
adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the
redemption or purchase of any Shares of any Class by the Company.
|
19. |
No Person shall be entitled to a certificate for any or all of his Shares, unless the Directors shall determine otherwise.
|
20. |
The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or
otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than
one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.
|
21. |
The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and
paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all
amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends
to any amount payable in respect of it.
|
22. |
The Company may sell, in such manner as the Directors may determine, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration
of fourteen days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons
entitled thereto by reason of his death or bankruptcy.
|
23. |
For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall
not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
|
24. |
The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently
payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.
|
25. |
The Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen days’ notice specifying the time or times of
payment) pay to the Company at the time or times so specified the amount called on such Shares.
|
26. |
The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
|
27. |
If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for
the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.
|
28. |
The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on
account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
|
29. |
The Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.
|
30. |
The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may
(until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying
the sum in advance and the Directors.
|
31. |
If a Shareholder fails to pay any call or instalment of a call in respect of any Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
|
32. |
The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at
or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited.
|
33. |
If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a
resolution of the Directors to that effect.
|
34. |
A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
|
35. |
A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him
to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.
|
36. |
A statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all Persons
claiming to be entitled to the Share.
|
37. |
The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom
the Share is sold or disposed of and that Person shall be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any
irregularity or invalidity in the proceedings in reference to the disposition or sale.
|
38. |
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as
if the same had been payable by virtue of a call duly made and notified.
|
39. |
The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may determine and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so
required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.
|
40. |
Subject to any rights or restrictions for the time being attached to any Class, no Shares may be transferred, assigned or disposed of without the prior consent in writing of the Directors or their agents, which may be withheld on their
determination.
|
41. |
The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine.
|
42. |
All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.
|
43. |
The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the
survivors or survivor, or the legal personal representatives of the deceased holder of the Share, shall be the only Person recognised by the Company as having any title to the Share.
|
44. |
Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a
Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or
suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
|
45. |
A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he
shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.
|
46. |
The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.
|
47. |
The Company may by Ordinary Resolution:
|
(a) |
consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
|
(b) |
convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;
|
(c) |
subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in
case of the Share from which the reduced Share is derived; and
|
(d) |
cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.
|
48. |
The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.
|
49. |
Subject to the Companies Act, the Company may:
|
(a) |
issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine;
|
(b) |
purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder;
|
(c) |
make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Companies Act, including out of its capital; and
|
(d) |
accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.
|
50. |
Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.
|
51. |
The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.
|
52. |
The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment
either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure.
|
53. |
Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies Act. In the event that the
Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.
|
54. |
No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of a Treasury
Share.
|
55. |
The Company shall be entered in the Register as the holder of the Treasury Shares provided that:
|
(a) |
the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
|
(b) |
a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the
Companies Act, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as Treasury Shares.
|
56. |
Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors.
|
57. |
The Directors may, whenever they think fit, convene a general meeting of the Company.
|
58. |
The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason at
any time prior to the time for holding such meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. The Directors shall give Shareholders notice in writing of any cancellation or postponement. A postponement
may be for a stated period of any length or indefinitely as the Directors may determine.
|
59. |
General meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding at least ten percent of the paid up voting share capital of
the Company deposited at the Office specifying the objects of the meeting by notice given no later than 21 days from the date of deposit of the requisition signed by the requisitionists, and if the Directors do not convene such meeting for
a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and
all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.
|
60. |
If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as
possible as that in which general meetings may be convened by the Directors.
|
61. |
At least seven clear days’ notice in writing counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and the general nature of the business, shall be
given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with
the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think
fit.
|
62. |
The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.
|
63. |
All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, any report of the Directors or of the Company’s auditors, and the
fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business
has been given in the notice convening that meeting.
|
64. |
No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, one or more Shareholders holding at least
a majority of the paid up voting share capital of the Company present in person or by proxy and entitled to vote at that meeting shall form a quorum.
|
65. |
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in the
next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholder or Shareholders present and entitled to vote shall form a quorum.
|
66. |
If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication
equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
|
67. |
The chairman, if any, of the Directors shall preside as chairman at every general meeting of the Company.
|
68. |
If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, any Director or Person nominated by the Directors
shall preside as chairman, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.
|
69. |
The chairman may adjourn a meeting from time to time and from place to place either:
|
(a) |
with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting); or
|
(b) |
without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to:
|
(i) |
secure the orderly conduct or proceedings of the meeting; or
|
(ii) |
give all persons present in person or by proxy and having the right to speak and / or vote at such meeting, the ability to do so,
|
70. |
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or one or more
Shareholders present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or
lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
|
71. |
If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
|
72. |
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
|
73. |
A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.
|
74. |
Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person and every Person representing a Shareholder by proxy shall, at a general meeting of the Company, each
have one vote and on a poll every Shareholder and every Person representing a Shareholder by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.
|
75. |
In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the
order in which the names stand in the Register.
|
76. |
A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held by him, whether on a show of hands or on a poll, by his
committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by proxy.
|
77. |
No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.
|
78. |
On a poll votes may be given either personally or by proxy.
|
79. |
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an Officer or attorney duly
authorised. A proxy need not be a Shareholder.
|
80. |
An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.
|
81. |
The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting or, if the meeting is
adjourned, the time for holding such adjourned meeting.
|
82. |
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
|
83. |
A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be
as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
|
84. |
Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of
holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were
an individual Shareholder or Director.
|
85. |
The name(s) of the first Director(s) shall either be determined in writing by a majority (or in the case of a sole subscriber that subscriber) of, or elected at a meeting of, the subscribers of the Memorandum of Association.
|
86. |
The Company may by Ordinary Resolution appoint any Person to be a Director.
|
87. |
Subject to these Articles, a Director shall hold office until such time as he is removed from office by Ordinary Resolution.
|
88. |
The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number
of Directors shall be unlimited.
|
89. |
The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
|
90. |
There shall be no shareholding qualification for Directors unless determined otherwise by Ordinary Resolution.
|
91. |
The Directors shall have power at any time and from time to time to appoint any Person to be a Director, either as a result of a casual vacancy or as an additional Director, subject to the maximum number (if any) imposed by Ordinary
Resolution.
|
92. |
Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing
Director, but shall not be authorised to sign such written resolutions where they have been signed by the appointing Director, and to act in such Director’s place at any meeting of the Directors. Every such alternate shall be entitled to
attend and vote at meetings of the Directors as the alternate of the Director appointing him and where he is a Director to have a separate vote in addition to his own vote. A Director may at any time in writing revoke the appointment of an
alternate appointed by him. Such alternate shall not be an Officer solely as a result of his appointment as an alternate other than in respect of such times as the alternate acts as a Director. The remuneration of such alternate shall be
payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
|
93. |
Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company
and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.
|
94. |
The Directors may from time to time appoint any Person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of
president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in
another), and with such powers and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. The Directors may also appoint one or more of
their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his
tenure of office be terminated.
|
95. |
The Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think
fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.
|
96. |
The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that
may be imposed on it by the Directors.
|
97. |
The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors,
to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such
purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of
attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or
Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.
|
98. |
The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers
conferred by this Article.
|
99. |
The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any Person to be a member of such committees or local boards and may
appoint any managers or agents of the Company and may fix the remuneration of any such Person.
|
100. |
The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for
the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may
think fit and the Directors may at any time remove any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
|
101. |
Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.
|
102. |
The Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s subscription for Shares without obtaining the consent of any other Shareholder; provided that such waiver or modification does not
amount to a variation or abrogation of the rights attaching to the Shares of such other Shareholders.
|
103. |
The Directors shall have the authority to present a winding up petition on behalf of the Company without the sanction of a resolution passed by the Company in general meeting.
|
104. |
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, or to otherwise provide for a security interest to be taken in such
undertaking, property or uncalled capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.
|
105. |
The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general
form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose
and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
|
106. |
The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided
always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the
presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the
facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any
one or more Persons as the Directors may appoint for the purpose.
|
107. |
Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but
which does not create any obligation binding on the Company.
|
108. |
The office of Director shall be vacated, if the Director:
|
(a) |
becomes bankrupt or makes any arrangement or composition with his creditors;
|
(b) |
dies or is found to be or becomes of unsound mind;
|
(c) |
resigns his office by notice in writing to the Company;
|
(d) |
is removed from office by Ordinary Resolution;
|
(e) |
is removed from office by notice addressed to him at his last known address and signed by all of his co-Directors (not being less than two in number); or
|
(f) |
is removed from office pursuant to any other provision of these Articles.
|
109. |
The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be
decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting
of the Directors.
|
110. |
A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons
participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
|
111. |
The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be two or more Directors the quorum shall be two, and if there be one Director the quorum shall be
one. A Director represented by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.
|
112. |
A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors
by any Director to the effect that he is to be regarded as interested in any contract or other arrangement which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract
so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of
the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.
|
113. |
A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors
may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor
shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to
the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum
present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such
appointment or arrangement.
|
114. |
Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained
shall authorise a Director or his firm to act as auditor to the Company.
|
115. |
The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:
|
(a) |
all appointments of Officers made by the Directors;
|
(b) |
the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
|
(c) |
all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
|
116. |
When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a
technical defect in the proceedings.
|
117. |
A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as
provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted
meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.
|
118. |
The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing
Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.
|
119. |
The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time
appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.
|
120. |
Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen
minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.
|
121. |
A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee
members present and in case of an equality of votes the chairman shall have a second or casting vote.
|
122. |
All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such
Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.
|
123. |
Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Companies Act and these Articles, the Directors may from time to time declare dividends (including interim dividends)
and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
|
124. |
Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.
|
125. |
The Directors may determine, before recommending or declaring any dividend, to set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall be applicable for meeting
contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the determination of the Directors, either be employed in the business of the Company or
be invested in such investments as the Directors may from time to time think fit.
|
126. |
Any dividend may be paid in any manner as the Directors may determine. If paid by cheque it will be sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to any
one of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the
Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.
|
127. |
The Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of these Articles may make such payment either in cash or in specie and may determine the extent to which amounts may be withheld
therefrom (including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of any action or inaction of the Shareholder) is liable).
|
128. |
Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares
dividends may be declared and paid according to the par value of the Shares.
|
129. |
If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share.
|
130. |
No dividend shall bear interest against the Company.
|
131. |
The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.
|
132. |
The books of account shall be kept at the Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
|
133. |
The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of
Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary
Resolution.
|
134. |
The accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the accounting principles will be determined by the Directors. The financial year of the Company shall end on 31 December
of each year or such other date as the Directors may determine.
|
135. |
The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman
Islands.
|
136. |
Subject to the Companies Act and these Articles, the Directors may:
|
(a) |
resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), whether or not available for distribution;
|
(b) |
appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:
|
(i) |
paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
|
(ii) |
paying up in full unissued Shares or debentures of a nominal amount equal to that sum,
|
(c) |
make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal
with the fractions as they think fit;
|
(d) |
authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:
|
(i) |
the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or
|
(ii) |
the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,
|
(e) |
generally do all acts and things required to give effect to any of the actions contemplated by this Article.
|
137. |
The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
|
138. |
There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the determination of the
Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.
|
139. |
Any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it airmail or air courier service in a prepaid letter addressed to such Shareholder at his
address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile should the Directors deem it appropriate.
In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint
holders.
|
140. |
Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.
|
141. |
Any notice or other document, if served by:
|
(a) |
post, shall be deemed to have been served five clear days after the time when the letter containing the same is posted;
|
(b) |
facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
|
(c) |
recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or
|
(d) |
electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.
|
142. |
Any notice or document delivered or sent in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed
to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the
holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
|
143. |
Notice of every general meeting of the Company shall be given to:
|
(a) |
all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and
|
(b) |
every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.
|
144. |
Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other Officer (but not including the Company’s auditors) and
the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or
liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction, in or about the conduct of the
Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
|
145. |
No Indemnified Person shall be liable:
|
(a) |
for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the Company; or
|
(b) |
for any loss on account of defect of title to any property of the Company; or
|
(c) |
on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
|
(d) |
for any loss incurred through any bank, broker or other similar Person; or
|
(e) |
for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or
|
(f) |
for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;
|
146. |
Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having
notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to
the entirety thereof in each Shareholder registered in the Register, provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests as shall be determined by the Directors.
|
147. |
If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order as he thinks fit in satisfaction of creditors’ claims.
|
148. |
If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of
property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different
Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no
Shareholder shall be compelled to accept any assets whereon there is any liability.
|
149. |
Subject to the Companies Act and the rights attaching to the various Classes, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.
|
150. |
For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any
dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case 40 days. If
the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten days immediately
preceding such meeting and the record date for such determination shall be the date of the closure of the Register.
|
151. |
In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the
Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend, fix a subsequent date as the
record date for such determination.
|
152. |
If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive
payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of
Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment
thereof.
|
153. |
The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In
furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the
time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
|
154. |
The Company may merge or consolidate in accordance with the Companies Act.
|
155. |
To the extent required by the Companies Act, the Company may by Special Resolution resolve to merge or consolidate the Company.
|
156. |
The Directors, or any authorised service providers (including the Officers, the Secretary and the registered office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on
which the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the Register and books of the Company.
|
NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
|
WNL Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands
|
|||
Andrew Barker
as Authorised Signatory for and on behalf of WNL Limited
|
|||
Dated:
|
3 March 2021
|
Signature of Witness
|
||
Name:
|
Shanna Heasman
|
|
Address
|
190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands
|
|
Occupation:
|
Secretary
|
Principal Amount: Up to U.S.$300,000
|
Dated as of March 4, 2021
|
ENPHYS ACQUISITION CORP.
|
|||
By:
|
/s/ Jorge de Pablo
|
||
Name: | Jorge de Pablo | ||
Title: | Authorized Signatory |
ENPHYS ACQUISITION SPONSOR LLC
|
|||
By:
|
/s/ Par Lindstrom
|
||
Name:
|
Par Lindstrom
|
||
Title:
|
Authorized Signatory
|
RE:
|
Securities Subscription Agreement
|
1. |
Subscription of Shares.
|
2. |
Representations, Warranties and Agreements.
|
3. |
Forfeiture of Shares.
|
4. |
Waiver of Liquidation Distributions; Redemption Rights.
|
5. |
Restrictions on Transfer.
|
6. |
Other Agreements.
|
Very truly yours,
|
||
ENPHYS ACQUISITION CORP.
|
||
By:
|
/s/ Jorge de Pablo
|
|
Name: Jorge de Pablo
|
||
Title: Authorized Signatory
|
ENPHYS ACQUISITION SPONSOR LLC
|
||
By:
|
/s/ Par Lindstrom
|
|
Name: Par Lindstrom
|
||
Title: Authorized Signatory
|
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