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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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PART I. FINANCIAL INFORMATION
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Page No.
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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19
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Item 3.
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23 | |
Item 4.
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23
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PART II. OTHER INFORMATION
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23
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Item 1.
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23
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Item 1A.
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23
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Item 2.
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24
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Item 3.
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25
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Item 4.
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25
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Item 5.
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25
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Item 6.
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25
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26
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June 30,
2022
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December 31, 2021 |
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(unaudited)
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ASSETS
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Current Assets: |
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Cash
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$
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$ | |||||
Prepaid expenses |
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Due from Sponsor |
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Total Current Assets |
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Marketable securities held in Trust Account
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Prepaid expenses, non-current |
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Total Assets
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$
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$ | |||||
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LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT
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Current Liabilities:
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Accounts payable and accrued expenses
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$
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$ | |||||
Accrued offering costs |
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Total Current Liabilities
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Warrant liabilities | ||||||||
Deferred underwriting commission | ||||||||
Total liabilities
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COMMITMENTS AND CONTINGENCIES (Note 6)
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Redeemable Class A Ordinary Shares subject to Possible Redemption: | ||||||||
Class A ordinary shares, $ |
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Shareholders’ deficit:
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Preference shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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(
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)
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Total Shareholders’ Deficit
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(
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)
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( |
) | ||||
Total Liabilities, Redeemable Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
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$
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For the Three Months Ended
June 30,
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For the Six
Months Ended
June 30,
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For the Period
March 3, 2021
(Inception)
Through
June 30,
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2022
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2021
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2022
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2021
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EXPENSES
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Administration fee - related party
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$
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$
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$
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$
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General and administrative
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TOTAL EXPENSES
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OTHER INCOME
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Income earned on Investments held in Trust Account
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Change in fair value of derivative warrant liabilities
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TOTAL OTHER INCOME
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Net income (loss)
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$ |
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$ |
(
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)
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$
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$
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(
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)
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Weighted average number of Class A ordinary shares outstanding,
basic and diluted
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Basic and diluted net income per Class A ordinary share
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$
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$
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$
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$
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Weighted average number of Class B ordinary shares outstanding,
basic and diluted (1)
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Basic and diluted net income (loss) per Class B ordinary share
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$
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$
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(
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)
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$
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$
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(
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)
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(1)
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Class B
Ordinary Shares
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Additional
Paid-In
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Accumulated
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Shareholders’
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|||||||||||||||||
Shares
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Amount
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Capital
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Deficit
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Deficit
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||||||||||||||||
Balance as of December 31, 2021
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$
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$
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$
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(
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)
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$
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(
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)
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|||||||||
Current period accretion of Class A ordinary shares to redemption value
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—
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—
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(
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)
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(
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)
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Net income
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—
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Balance as of March 31, 2022
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$
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(
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)
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(
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)
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||||||||||||
Current period accretion of Class A ordinary shares to redemption value
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—
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—
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(
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)
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(
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)
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Net income
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—
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Balance as of June 30, 2022
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$
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$
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$
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(
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)
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$
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(
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)
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Class B
Ordinary Shares
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Additional
Paid-In
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Accumulated
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Shareholders’
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|||||||||||||||||
Shares
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Amount
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Capital
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Deficit
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Equity
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||||||||||||||||
Balance as of March 3, 2021 (inception)
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$
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$
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$
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$
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Issuance of Class B ordinary shares to Sponsor (1)
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Net loss
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—
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( |
) |
(
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)
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|||||||||||||
Balance as of March 31, 2021
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$
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$
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$
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(
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)
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$
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Net loss
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—
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(
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)
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(
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)
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|||||||||||||
Balance as of June 30, 2021
|
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$
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$
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$
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(
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)
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$
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(1)
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For the Six Months
Ended
June 30,
2022
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For the
Period
From
March 3,
2021
(Inception)Through
June 30,
2021
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Cash Flows From Operating Activities:
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Net income (loss)
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$
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$
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(
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)
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Adjustments to reconcile net income (loss) to net cash used in operating activities:
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Earnings on marketable securities held in the Trust Account |
(
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)
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Change in fair value of derivative liabilities
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(
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)
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Changes in operating assets and liabilities:
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Prepaid expenses
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Prepaid expenses, non-current
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Accounts payable and accrued expenses
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Net Cash Used In Operating Activities
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(
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)
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Cash Flows From Investing Activities: |
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Proceeds from redemption of U.S. government treasury obligations |
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Purchase of U.S. government treasury obligations |
( |
) | ||||||
Net Cash used in Investing Activities |
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Cash Flows From Financing Activities:
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Proceeds from repayment of Sponsor note receivable
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Payment of offering costs
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(
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)
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Net Cash Provided By Financing Activities
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(
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)
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Net change in cash
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(
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)
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Cash at beginning of period
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Cash at end of period
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$
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$
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Supplemental disclosure of non-cash financing activities:
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Deferred offering costs included in accrued offering costs
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$
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$
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Deferred offering costs paid by related party |
$ | $ | ||||||
Deferred offering costs paid by related party in exchange for Class B ordinary shares |
$ | $ | ||||||
Current period accretion of Class A ordinary shares to redemption value
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$
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$
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Gross proceeds
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$
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Less:
|
||||
Issuance costs allocated to Class A ordinary shares
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(
|
)
|
||
Proceeds allocated to Public Warrants
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(
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)
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(
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)
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|||
Plus:
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||||
Remeasurement adjustment of carrying value to redemption value
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|||
Balance, December 31, 2021
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$
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Remeasurement adjustment of carrying value to redemption value
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|||
Balance, June 30, 2022
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$
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For the Three Months Ended
|
||||
June 30, 2022 | ||||
Net income
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$
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Accretion of temporary equity to redemption value
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(
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)
|
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Net income excluding accretion of temporary equity to redemption value
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$
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For the Three Months Ended
|
||||||||
June 30, 2022
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Redeemable
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Non-Redeemable
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Basic and diluted net income per share:
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Numerator:
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||||||||
Allocation of net income including accretion of temporary equity
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$
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$
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||||
Deemed dividend for accretion of temporary equity to redemption value
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Allocation of net income
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$
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$
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||||
Denominator:
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Weighted-average shares outstanding
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|
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Basic and diluted net income per ordinary share
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$
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$
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For the Three Months Ended
June 30,
2021
|
||||
Numerator: Loss allocable to Class B ordinary shares
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$
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(
|
)
|
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Denominator: Basic and diluted weighted average shares outstanding
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|
|||
Basic and diluted net loss per share, Class B ordinary shares
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(
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)
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For the Six Months Ended
June 30, 2022
|
||||
Net income
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$
|
|
||
Accretion of temporary equity to redemption value
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(
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)
|
||
Net income excluding accretion of temporary equity to redemption value
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$
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For the Six Months Ended
|
|||||||
June 30, 2022
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||||||||
Redeemable
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Non-Redeemable
|
|||||||
Basic and diluted net income per share:
|
||||||||
Numerator:
|
||||||||
Allocation of net income including accretion of temporary equity
|
$
|
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$
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|
||||
Deemed dividend for accretion of temporary equity to redemption value
|
|
|
||||||
Allocation of net income
|
$
|
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$
|
|
||||
Denominator:
|
||||||||
Weighted-average shares outstanding
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|
|
||||||
Basic and diluted net income per ordinary share
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$
|
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$
|
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For the Period From
March 3, 2021 (inception)
Through June 30,
2021
|
||||
Numerator: Loss allocable to Class B ordinary shares
|
(
|
)
|
||
Denominator: Basic and diluted weighted average shares outstanding
|
|
|||
Basic and diluted net loss per share, Class B ordinary shares
|
(
|
) |
●
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Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical
instruments in active markets;
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●
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Level 2, defined as inputs other than quoted prices in active markets that are either
directly or indirectly observable such as quoted prices or similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
●
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Level 3, defined as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $
|
• |
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.
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Description
|
Level
|
June 30,
2022 |
December 31,
2021
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
1
|
$
|
|
$
|
|
|||||||
Liabilities:
|
||||||||||||
Warrant liability – Private Placement Warrants
|
2
|
$
|
|
$
|
|
|||||||
Warrant liability – Public Warrants
|
1
|
|
|
|||||||||
$
|
|
$
|
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Private
Placement
Warrants
|
Public
Warrants
|
Total
|
||||||||||
Fair value at December 31, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Fair value at June 30, 2022
|
$
|
|
$
|
|
$
|
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
• |
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.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
|
||
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
|
||
101.INS*
|
Inline XBRL Instance Document
|
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
|
Document 101.DEF* Inline XBRL Taxonomy Extension Definition
|
||
Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label
|
||
Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension
|
||
Presentation Linkbase Document
|
||
104*
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
* |
Filed herewith.
|
** |
Furnished.
|
ENPHYS ACQUISITION CORP.
|
||
Date: August 15, 2022
|
By:
|
/s/ Pär Lindström
|
Name: Pär Lindström
|
||
Title: Chief Financial Officer
|