We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Enphys Acquisition Corp | NYSE:NFYS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.0001 | 0.00% | 10.92 | 10.92 | 10.92 | 10.92 | 1,403 | 21:00:06 |
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
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))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each
exchange
on which
registered
|
||
|
|
|
||
|
|
|
||
|
|
|
Item 1.01 |
Entry into a Material Definitive Agreement.
|
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Item 9.01. |
Financial Statements and Exhibits
|
Exhibit
No.
|
Description
|
|
First Amendment to 2023 Promissory Note, dated as of March 1, 2024.
|
||
Variable Rate Promissory Note, dated as of March 1, 2024 and issued to Enphys Acquisition Sponsor LLC
|
||
|
Fixed Rate Promissory Note, dated as of March 1, 2024 and issued to Enphys Acquisition Sponsor LLC | |
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
Dated: March 5, 2024
|
||
ENPHYS ACQUISITION CORP.
|
||
By:
|
/s/ Jorge de Pablo
|
|
Name:
|
Jorge de Pablo
|
|
Title:
|
Chief Executive Officer
|
ENPHYS ACQUISITION CORP.
|
||
By:
|
/s/ Pär Lindström
|
|
Name: Pär Lindström
|
||
Title: Authorized Signatory
|
||
Agreed and acknowledged:
|
||
ENPHYS ACQUISITION SPONSOR LLC
|
||
By:
|
/s/ Pär Lindström
|
|
Name: Pär Lindström
|
||
Title: Authorized Signatory
|
Principal Amount: Up to $100,000
|
Dated: March 1, 2024
|
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 Term SOFR for the Interest Period therefor plus 300 basis points (3%) 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 March 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.
|
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 One Hundred Thousand U.S. Dollars ($100,000) 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 One Hundred Thousand U.S. Dollars ($100,000). 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.
|
(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.
|
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.
|
ENPHYS ACQUISITION CORP.
|
||
By:
|
/s/ Pär Lindström
|
|
Name: Pär Lindström
|
||
Title: Authorized Signatory
|
||
Agreed and acknowledged:
|
||
ENPHYS ACQUISITION SPONSOR LLC
|
||
By:
|
/s/ Pär Lindström
|
|
Name: Pär Lindström
|
||
Title: Authorized Signatory
|
Principal Amount: Up to $100,000
|
Dated: March 1, 2024
|
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 March 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.
|
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 One Hundred Thousand U.S. Dollars ($100,000) 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 One Hundred Thousand U.S. Dollars ($100,000). 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.
|
(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.
|
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.
|
ENPHYS ACQUISITION CORP.
|
||
By:
|
/s/ Pär Lindström
|
|
Name: Pär Lindström
|
||
Title: Authorized Signatory
|
||
Agreed and acknowledged:
|
||
ENPHYS ACQUISITION SPONSOR LLC
|
||
By:
|
/s/ Pär Lindström
|
|
Name: Pär Lindström
|
||
Title: Authorized Signatory
|
1 Year Enphys Acquisition Chart |
1 Month Enphys Acquisition Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions