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): February 6, 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.

On February 6, 2024, Enphys Acquisition Corp. (the “Company”) issued a promissory note (the “Second 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 January 12, 2024, as amended from time to time) of the Company multiplied by the number of public shares of the Company then outstanding and (ii) $80,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) June 8, 2024 (the “Extended Date”). The maximum aggregate amount of Deposits shall be $320,000.

The foregoing description of the Second Extension Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Second 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 Second Extension 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 9.01.
Financial Statements and Exhibits

(d) Exhibits

Exhibit
No.
  
Description
     
 
Second Extension Note, dated as of February 6, 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: February 6, 2024
  
 
ENPHYS ACQUISITION CORP.
   
 
By:
/s/ Jorge de Pablo
 
Name:
Jorge de Pablo
 
Title:
Chief Executive Officer