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): June 11, 2024 (June 5, 2024)


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


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

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

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

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each
exchange
on which
registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
  
NFYS.U
  
New York Stock Exchange
         
Class A ordinary shares, par value $0.0001 per share
  
NFYS
  
New York Stock Exchange
         
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50
  
NFYS.WS
  
New York Stock Exchange

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01
Entry into a Material Definitive Agreement.

Third Extension Note

On June 5, 2024, Enphys Acquisition Corp. (the “Company”) issued a promissory note (the “Third Extension Note”) to Enphys Management Company LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), pursuant to which the Payee agreed that the Payee or one or more of its affiliates or designees will deposit into the Company’s trust account established in connection with its initial public offering an amount equal to the lesser of (i) $0.02 per public share (as defined in the Definitive Proxy Statement on Schedule 14A and Notice of Extraordinary General Meeting filed by the Company with the U.S. Securities and Exchange Commission on May 16, 2024) of the Company multiplied by the number of public shares of the Company then outstanding and (ii) $50,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) December 8, 2024 (the “Extended Date”). The maximum aggregate amount of Deposits shall be $300,000.

The foregoing description of the Third Extension Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Extension 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 Third Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Operating Expense Promissory Note

On June 5, 2024, the Company issued a promissory note (the “Operating Expense Promissory Note”) to 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 business combination. If the Company has not consummated an initial business combination on or prior to December 31, 2024, then Payee shall have no recourse against the Company and all outstanding amounts of principal and accrued and unpaid interest payable under the Operating Expense Promissory Note shall immediately terminate and all related indebtedness shall be deemed cancelled. Under the terms of the Operating Expense 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 Operating Expense 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 interest rate applicable to drawdowns pursuant to the Operating Expense Promissory Note is equal to twelve percent (12%) for the Interest Period (as defined in the Operating Expense Promissory Note) per annum. The Operating Expense Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined in the Operating Expense Promissory Note to include the failure to make required payments, voluntary bankruptcy and involuntary bankruptcy).

The foregoing description of the Operating Expense Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Operating Expense Promissory Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.

The issuance of the Operating Expense 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.

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

On June 5, 2024, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to vote on the proposal described under Item 5.07 of this Current Report on Form 8-K. At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company must consummate a business combination from June 8, 2024 to December 8, 2024 (the “Extended Date”) (the “Extension Amendment Proposal”).

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

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

At the Extraordinary General Meeting, the Company’s shareholders were presented with the Extension Amendment Proposal, which is described in greater detail in the final proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on May 16, 2024 (the “Proxy”).

Holders of 11,864,619 ordinary shares of the Company held of record as of May 16, 2024, the record date for the Extraordinary General Meeting, were present in person or by proxy, representing approximately 79.72% of the voting power of the Company’s ordinary shares as of the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business.

The voting results for the Extension Amendment Proposal was as follows:

The Extension Amendment Proposal

For
  
Against
  
Abstain
11,764,619
  
100,000
  
0

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

In connection with the vote on the Extension Amendment Proposal, the holders of 2,729,098 public shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.95 per share, for an aggregate redemption amount of approximately $29,878,341.57 (the “Redemption”). After the satisfaction of the Redemption, the balance in the trust account was approximately $38,632,359.37.

Pursuant to the Third Extension Note, on June 10, 2024, Enphys Management Company, LLC deposited $50,000 into the trust account as a loan with respect to the Extension Amendment.

Item 9.01.
Financial Statements and Exhibits

(d)
Exhibits

Exhibit
No.
  
Description
     
 
Amendment to the Amended and Restated Memorandum and Articles of Association.
     
10.1  
Third Extension Note, dated as of June 5, 2024 and issued to Enphys Management Company LLC.
     

Operating Expense Promissory Note, dated as of June 5, 2024 and issued to Enphys Management Company LLC
   
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Dated: June 11, 2024
   
 
ENPHYS ACQUISITION CORP.
   
 
By:
/s/ Jorge de Pablo
 
Name:
Jorge de Pablo
 
Title:
Chief Executive Officer


Exhibit 3.1

AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ENPHYS ACQUISITION CORP.
JUNE 5, 2024
RESOLVED, as a special resolution, that:

 
(i)
Article 166(a) of the Amended and Restated Articles of Association of Enphys Acquisition Corp. be deleted in its entirety and replaced as follows:

“166(a) In the event that the Company does not consummate a Business Combination by December 8, 2024, or such later time as the Members may approve in accordance with the Articles, the Company shall:

 
(i)
cease all operations except for the purpose of winding up;

 
(ii)
as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 
(iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve.

subject, in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases, subject to the other requirements of applicable law.”

 
(ii)
Article 166(b) of the Amended and Restated Articles of Association of the Company be deleted in its entirety and replaced as follows:

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

Exhibit 10.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
 
PROMISSORY NOTE
 
Principal Amount: $300,000
Dated: June 5, 2024
 
Enphys Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of Enphys Management Company LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”) the principal sum of Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below.
 
All payments on this Promissory Note (this “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
 
This Note is being made in connection with Maker extending its termination date of June 8, 2024 to December 8, 2024 or such earlier date as determined by the Maker’s board of directors (the “Extension”).
 
1.
Principal. The outstanding principal of this Note shall be payable promptly on the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in the Maker’s initial public offering prospectus dated July 15, 2021 (the “Prospectus”)). Notwithstanding the foregoing, the outstanding principal of this Note may be prepaid at any time.
 
2.
Interest. No interest shall be payable on this Note.
 
3.
Non-Convertible. This Note shall not be convertible into any securities of Maker.
 
4.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note.
 
5.
Monthly Deposits. The Maker and the Payee agree that the Payee or one or more of its affiliates or designees will, beginning on June 9, 2024, deposit into the Maker’s trust account established in connection with its initial public offering (the “Trust Account”) an amount equal to the lesser of (i) $0.02 per public share (as defined in the Definitive Proxy Statement on Schedule 14A and Notice of Extraordinary General Meeting filed by Maker with the U.S. Securities and Exchange Commission on May 16, 2024) of the Maker multiplied by the number of public shares of the Maker then outstanding and (ii) $50,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Maker’s completion of a business combination and (ii) December 8, 2024.  The maximum aggregate amount of Deposits shall be $300,000.

6.
Use of Proceeds. The Maker hereby represents, warrants and covenants to the Payee, that the entire principal amount will be used by the Maker solely for purposes of making a payment to the Trust Account for the Extension.
 
7.
Events of Default. The following shall constitute an event of default (“Event of Default”):
 

 (a)
Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.
 

 (b)
Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
 

 (c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
 
8.
Remedies.
 

 (a)
Upon the occurrence of an Event of Default specified in Section 7(a) hereof, the Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the outstanding principal of this Note, and all other sums payable with regard to this Note, shall immediately become due and payable, in all cases without any further action required on the part of the Payee.
 

 (b)
Upon the occurrence of an Event of Default specified in Sections 7(b) and 7(c) hereof, the outstanding principal of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action required on the part of the Payee.

-2-
9.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
 
10.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
 
11.
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, or (iv) to the physical addresses or electronic mail addresses listed below, or to such other physical address or electronic mail address as either party may designate by notice in accordance with this Section:
 
If to Maker:
 
Enphys Acquisition Corp.
100 Wall Street, 20th Floor
New York, New York 10005
Attn: Pär Lindström, Chief Financial Officer
Email: plindstrom@ixnetzero.com

If to Payee:

Enphys Management Company LLC
c/o i(x) Investments, LLC
216 East 45th Street, 13th Floor
New York, New York 10017
Attn: Pär Lindström, Manager
Email: plindstrom@ixnetzero.com

-3-
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on an electronic mail transmission, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
 
12.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
 
13.
Jurisdiction. The courts of the State of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York.
 
14.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
15.
Trust Waiver. The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the Trust Account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement that occurred concurrently with the consummation of the IPO, as described in greater detail in the Prospectus, were placed, and into which other proceeds have been or may be deposited, including loan proceeds, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the Trust Account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business Combination, this Note shall be repaid only from amounts remaining outside of the Trust Account, if any.
 
16.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
 
17.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
 
18.
Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Note.

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-5-
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.
 

ENPHYS ACQUISITION CORP.




By: /s/ Pär Lindström


Name: Pär Lindström


Title:   Authorized Signatory
 
Accepted and Agreed:



ENPHYS MANAGEMENT COMPANY LLC



By: /s/ Pär Lindström

Name: Pär Lindström

Title:   Authorized Signatory
 

[Signature Page to
Promissory Note]
Exhibit 10.2

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
 
PROMISSORY NOTE
 
Principal Amount: Up to $300,000 Dated: June 5, 2024

FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, Enphys Acquisition Corp., a Cayman Islands exempted company (“Maker”), promises to pay to Enphys Management Company LLC, a Delaware limited liability company (“Payee”), or order, the principal sum of Three Hundred Thousand U.S. Dollars ($300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Promissory Note (this “Note”) on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
 
1.
Payment of Interest.  From and including the date hereof to, but excluding, the Maturity Date, interest on this Note shall accrue on the principal (including as increased by all accrued and unpaid PIK Interest (as defined below)) of each Drawdown (as defined below) under this Note outstanding from time to time at a rate per annum equal to twelve percent (12%) for the Interest Period therefor and shall be payable in United States dollars monthly in arrears on the 15th day of each month (and on the Maturity Date), commencing on June 15, 2024, or if any such day is not a business day, on the immediately prior business day (each, an “Interest Payment Date”).  All interest accrued and payable on any Interest Payment Date will be paid by capitalizing such interest (the “PIK Interest”) and adding it to (and thereby increasing) the outstanding principal of this Note (as increased by any prior payments of PIK Interest).  All interest on this Note so capitalized shall be paid on or prior to the Maturity Date in accordance with the terms and conditions of this Note.  Interest shall be calculated on the basis of a 360-day year and actual days elapsed.
 
As used in this Note, the following term shall have the following meaning:
 
“Interest Period” means with respect to a Drawdown, (a) initially, the period commencing on the date on which the Payee funds such Drawdown and ending on the next succeeding Interest Payment Date and (b) thereafter, each period commencing on such Interest Payment Date and ending one (1) month thereafter.

1
2.
Payment of Principal and Interest; Non-Recourse.  The entire outstanding principal of this Note (including all accrued and unpaid PIK Interest), together with all other sums evidenced by this Note (if any), shall be due and payable in full on the date on which Maker consummates an initial business combination (the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below).  If Maker has not consummated an initial business combination on or prior to December 31, 2024, then Payee shall have no recourse against Maker and all outstanding amounts of principal and accrued and unpaid interest payable under this Note shall immediately terminate and all related indebtedness evidenced hereby shall be deemed canceled.  Notwithstanding the foregoing, the outstanding principal of this Note may be prepaid at any time.  Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
 
3.
Drawdown Requests.  Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand U.S. Dollars ($300,000) in drawdowns (each, a “Drawdown”) under this Note to be used for costs and expenses related to Maker’s daily operations and due diligence in connection with a potential business combination.  The principal of this Note may be drawn down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”).  Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand U.S. Dollars ($10,000) unless agreed upon by Maker and Payee.  Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Three Hundred Thousand U.S. Dollars ($300,000).  No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker, other than, for the avoidance of doubt, the PIK Interest contemplated in Sections 1 and 2 hereof.
 
4.
Application of Payments.  All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the outstanding principal and accrued interest of this Note.
 
5.
Events of Default.  The following shall constitute an event of default (“Event of Default”):
 

 (a)
Failure to Make Required Payments.  Failure by Maker to pay any amount due pursuant to this Note on the Maturity Date.
 

 (b)
Voluntary Bankruptcy, Etc.  The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

2

 (c)
Involuntary Bankruptcy, Etc.  The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
 
6.
Remedies.
 

 (a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the outstanding principal of this Note, and all other sums payable with regard to this Note, shall immediately become due and payable, in all cases without any further action required on the part of Payee.
 

 (b)
Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c) hereof, the outstanding principal of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action required on the part of Payee.
 
7.
Waivers.  Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
 
8.
Unconditional Liability.  Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
 
9.
Notices.  All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.  Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

3
10.
Construction.  THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
 
11.
Severability.  Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
12.
Trust Account Waiver.  Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account (the “Trust Account”) established in connection with Maker’s initial public offering (the “IPO”) into which proceeds of the IPO (including the deferred underwriting discounts and commissions) and proceeds of the sale of the warrants issued in a private placement in connection with the IPO have been deposited, as described in greater detail in Maker’s Registration Statement on Form S-1 (File No. 333-257932), as declared effective by the U.S. Securities and Exchange Commission on October 5, 2021, and into which other proceeds have been or may be deposited, including loan proceeds, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
 
13.
Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.
 
14.
Assignment.  No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
 
[Signature Page Follows]
 
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
 

ENPHYS ACQUISITION CORP.




By:
/s/ Pär Lindström


Name:  Pär Lindström


Title:  Authorized Signatory




Agreed and acknowledged:




ENPHYS MANAGEMENT COMPANY LLC


By: /s/ Pär Lindström 


Name:  Pär Lindström


Title:  Authorized Signatory
 

 5
v3.24.1.1.u2
Document and Entity Information
Jun. 05, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 05, 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-40879
Entity Registrant Name Enphys Acquisition Corp.
Entity Central Index Key 0001850502
Entity Incorporation, State or Country Code E9
Entity Tax Identification Number 87-2010879
Entity Address, Address Line One 100 Wall Street
Entity Address, Address Line Two 20th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10005
City Area Code 646
Local Phone Number 854-6565
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol NFYS.U
Security Exchange Name NYSE
Common Class A [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol NFYS
Security Exchange Name NYSE
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50
Trading Symbol NFYS.WS
Security Exchange Name NYSE
Enphys Acquisition (NYSE:NFYS)
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