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 2, 2024
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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On February 2, 2024, Enphys Acquisition Corp. (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 February 8, 2024 to June 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.
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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 January 12, 2024 (the “Proxy”), as supplemented by Amendment and Supplement No. 1 to the Proxy filed with the SEC on January 17,
2024 and Amendment and Supplement No. 2 to the Proxy filed with the SEC on January 24, 2024.
Holders of 13,891,254 ordinary shares of the Company held of record as of January 5, 2024, the record date for the Extraordinary General Meeting, were
present in person or by proxy, representing approximately 73.79% 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
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For
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Against
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Abstain
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13,413,126
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400,003
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78,125
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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 3,940,414 Class A ordinary shares of the Company properly exercised their
right to redeem their shares.
Enphys Acquisition Sponsor LLC, the Company’s sponsor, or one or more of its affiliates or designees will, on February 9, 2024, deposit into the trust
account as a loan with respect to the Extension Amendment an amount equal to the lesser of (i) $0.02 per public share (as defined in the Proxy) multiplied by the number of public shares then outstanding and (ii) $80,000.
| Item 9.01. |
Financial Statements and Exhibits
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Exhibit
No.
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Description
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Amendment to the Amended and Restated Memorandum and Articles of Association.
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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: February 5, 2024
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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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Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ENPHYS ACQUISITION CORP.
FEBRUARY 2, 2024
RESOLVED, as a special resolution, that:
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Article 166(a) of the Amended and Restated Articles of Association of Enphys Acquisition Corp. be deleted in its entirety and replaced as follows:
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“166(a) In the event that the Company does not consummate a Business Combination by June 8, 2024, or such later time as
the Members may approve in accordance with the Articles, the Company shall:
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(i) |
cease all operations except for the purpose of winding up;
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(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
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(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.
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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.”
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Article 166(b) of the Amended and Restated Articles of Association of the Company be deleted in its entirety and replaced as follows:
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“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 June 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.”