Enphys Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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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
(Exact name of registrant as specified in its charter)
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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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(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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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 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.
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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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Second Extension Note, dated as of February 6, 2024 and issued to Enphys Management Company LLC.
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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 6, 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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