UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2023
Enphys Acquisition Corp.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-40879
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87-2010879
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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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100 Wall Street
20th Floor
New York,
New York
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10005
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(Address of principal executive offices)
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(Zip Code)
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(646) 854-6565
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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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Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
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NFYS.U
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New York Stock Exchange
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Class A ordinary shares, par value $0.0001 per share
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NFYS
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New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50
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NFYS.WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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On October 30, 2023, Enphys Acquisition Corp. (the “Company”) issued a promissory note (the “Promissory Note”) to Enphys
Acquisition Sponsor LLC, a Delaware limited liability company (the “Payee”), pursuant to which the Company may borrow an aggregate of $300,000 from the Payee in order to fund costs and expenses related to the Company’s daily operations and due
diligence in connection with a potential business combination and which the Company shall repay on the date on which the Company consummates an initial businesss combination (the “Promissory Note”). If the Company has not consummated an initial
busines combination on or prior to July 1, 2024, then Payee shall have no recourse against the Company and all outstanding amounts of principal and accrued and unpaid interest payable under the Promissory Note shall immediately terminate and all
related indebtedness shall be deemed cancelled. Under the terms of the Promissory Note, the Company may request from time to time prior to the maturity date, up to $300,000 in drawdowns on the principal (each, a “Drawdown Request”). Each
Drawdown Request must state the amount to be drawn down, and must not be an amount less than $10,000 unless agreed upon by the Company and the Payee. Payee shall fund each Drawdown Request no later than (3) business days after receipt of a
Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under the Promissory Note at any time may not exceed $300,000. No fees, payments or other amounts shall be due to the Payee in connection with, or as a result
of, any Drawdown Request by the Company. The Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined in the Promissory Note to include the failure to make required payments, voluntary bankruptcy and involuntary
bankruptcy).
The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the
Promissory Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
The issuance of the Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated: October 30, 2023
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ENPHYS ACQUISITION CORP.
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By:
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/s/ Jorge de Pablo
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Name:
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Jorge de Pablo
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Title:
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Chief Executive Officer
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