AMENDMENT AND SUPPLEMENT NO. 1 TO THE PROXY STATEMENT
AND NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 6, 2023
EXPLANATORY NOTE
This Amendment and Supplement No. 1 (this “Amendment and Supplement”) to the Definitive Proxy Statement on Schedule 14A and Notice of Extraordinary General Meeting filed by Enphys Acquisition Corp. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2023, as amended from time to time (including all annexes and exhibits thereto, the “Proxy Statement”), is being filed with the SEC and is being made available to shareholders on or about September 19, 2023. All capitalized terms not defined herein shall have the same meaning as in the Proxy Statement.
This Amendment and Supplement should be read in conjunction with the Proxy Statement and is related to the Company’s Extraordinary Meeting of Shareholders to be held at 10:00 am Eastern Time on October 6, 2023 (the “Extraordinary General Meeting”), virtually at www.virtualshareholdermeeting.com/NFYS2023SM and in person at the offices of Cadwalader, Wickersham & Taft LLP, located at 200 Liberty St., New York, NY 10281. Other than as set forth below, all other items of the Proxy Statement are incorporated herein by reference without change.
The Proxy Statement encourages shareholders to vote in favor of proposals to: (i) amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Governing Documents”) to extend the date by which the Company must consummate a business combination (the “Extension”) from October 8, 2023 to July 8, 2024 (the “Extended Date”) (the “Extension Amendment Proposal”); and (ii) to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, either (x) to permit further solicitation and vote of proxies in the event that, based on the tabulated votes collected at the time of the Extraordinary General Meeting, there are insufficient votes to approve the Extension Amendment Proposal or if the Company determines that additional time is necessary to effectuate the Extension or (y) if the Company’s board of directors (the “Board”) determines at the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal (the “Adjournment Proposal”).
The Company is providing this Amendment and Supplement solely to amend and supplement the Proxy Statement as described below. Except as described below, this Amendment and Supplement does not modify, amend, supplement or otherwise affect the Proxy Statement. IN CONNECTION WITH THE FOREGOING, WE WILL REVOKE ALL VOTES PREVIOUSLY MADE AND SUBMITTED AND YOU MUST VOTE AGAIN USING THE UPDATED PROXY CARD FILED HEREWITH.