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Share Name | Share Symbol | Market | Type |
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Enphys Acquisition Corp | NYSE:NFYS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 10.96 | 10.96 | 10.96 | 10.96 | 50,000 | 14:56:11 |
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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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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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Title of each class
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Trading
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Name of each
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on which
registered
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 5.03
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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For
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Against
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Abstain
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11,764,619
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100,000
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0
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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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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10.1 |
Third Extension Note, dated as of June 5, 2024 and issued to Enphys Management Company LLC.
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Operating Expense Promissory Note, dated as of June 5, 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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Dated: June 11, 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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(i)
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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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(i)
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cease all operations except for the purpose of winding up;
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(ii)
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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)
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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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(ii)
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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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Principal Amount: $300,000
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Dated: June 5, 2024 |
1. |
Principal. The outstanding principal of this Note shall be
payable promptly on the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in the
Maker’s initial public offering prospectus dated July 15, 2021 (the “Prospectus”)). Notwithstanding the foregoing, the outstanding principal of this Note may be
prepaid at any time.
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2. |
Interest. No interest shall be payable on this Note.
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3. |
Non-Convertible. This Note shall not be convertible into any
securities of Maker.
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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 unpaid principal balance of this Note.
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5. |
Monthly Deposits. The Maker and the Payee agree that the
Payee or one or more of its affiliates or designees will, beginning on June 9, 2024, deposit into the Maker’s trust account established in connection with its initial public offering (the “Trust Account”) 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 Maker with the U.S. Securities and Exchange Commission on May 16, 2024) of the Maker multiplied by the number of public shares of the Maker then outstanding and (ii)
$50,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Maker’s completion of a
business combination and (ii) December 8, 2024. The maximum aggregate amount of Deposits shall be $300,000.
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6. |
Use of Proceeds. The Maker hereby represents, warrants and
covenants to the Payee, that the entire principal amount will be used by the Maker solely for purposes of making a payment to the Trust Account for the Extension.
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7. |
Events of Default. The following shall constitute an event
of default (“Event of Default”):
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(a) |
Failure to Make Required Payments. Failure by Maker to pay
the principal of this Note within five (5) business days following the date when due.
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(b) |
Voluntary Liquidation, Etc. The commencement by Maker of a
proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) for 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.
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(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 similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days.
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8. |
Remedies.
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(a) |
Upon the occurrence of an Event of Default specified in Section 7(a) hereof, the 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 the Payee.
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(b) |
Upon the occurrence of an Event of Default specified in Sections 7(b) and 7(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 the Payee.
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9. |
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 the 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 the Payee.
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10. |
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 the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by
the 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.
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11. |
Notices. Any notice called for hereunder shall be deemed
properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, or (iv) to the
physical addresses or electronic mail addresses listed below, or to such other physical address or electronic mail address as either party may designate by notice in accordance with this Section:
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12. |
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
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13. |
Jurisdiction. The courts of the State of New York have
exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit
to the exclusive jurisdiction of the courts of New York.
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14. |
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.
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15. |
Trust Waiver. The Payee has been provided a copy of the
Prospectus. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any
amounts contained in the Trust Account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of
securities in a private placement that occurred concurrently with the consummation of the IPO, as described in greater detail in the Prospectus, were placed, 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 from the Trust Account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business Combination,
this Note shall be repaid only from amounts remaining outside of the Trust Account, if any.
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16. |
Amendment; Waiver. Any amendment hereto or waiver of any
provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
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17. |
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.
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18. |
Further Assurance. The Maker shall, at its own cost and
expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Note.
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ENPHYS ACQUISITION CORP. |
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By: | /s/ Pär Lindström | |
Name: Pär Lindström
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Title: Authorized Signatory
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Accepted and Agreed: |
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ENPHYS MANAGEMENT COMPANY LLC
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By: | /s/ Pär Lindström | |
Name: Pär Lindström
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Title: Authorized Signatory
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Principal Amount: Up to $300,000 | Dated: June 5, 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 June 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.
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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.
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3. |
Drawdown Requests. Maker and Payee agree that Maker may request, from
time to time, up to Three Hundred Thousand U.S. Dollars ($300,000) 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
Three Hundred Thousand U.S. Dollars ($300,000). 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.
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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.
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5. |
Events of Default. The following shall constitute an event of default
(“Event of Default”):
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(a) |
Failure to Make Required Payments. Failure by Maker to pay any amount
due pursuant to this Note on the Maturity Date.
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(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.
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(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.
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6. |
Remedies.
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(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.
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(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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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ENPHYS ACQUISITION CORP.
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By: |
/s/ Pär Lindström
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Name: Pär Lindström
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Title: Authorized Signatory
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Agreed and acknowledged:
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ENPHYS MANAGEMENT COMPANY LLC |
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By: | /s/ Pär Lindström | ||
Name: Pär Lindström | |||
Title: Authorized Signatory
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1 Year Enphys Acquisition Chart |
1 Month Enphys Acquisition Chart |
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