NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
US ˙ NYSE ˙ KYG3167L1251
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 549300KNB8BMJ5TPCU58
CIK 1850502
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
November 14, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40879 Enphys Acquisition Corp. (Exact name of registrant as specified i

October 16, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): October 10, 2024 Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporat

October 10, 2024 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A ordinary shares, Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant, and Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.

September 13, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 13, 2024 (September 10, 2024) Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jur

August 16, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of regi

August 13, 2024 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-40879 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-40879 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repor

July 25, 2024 8-K

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): July 25, 2024 (July 24, 2

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): July 25, 2024 (July 24, 2024) Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction

June 28, 2024 SC 13G/A

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2417765d15sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Cl

June 11, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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): June 11, 2024 (June 5, 2024) Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction o

June 11, 2024 EX-10.2

PROMISSORY NOTE

Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

June 11, 2024 EX-3.1

AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION ENPHYS ACQUISITION CORP. JUNE 5, 2024

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ENPHYS ACQUISITION CORP. JUNE 5, 2024 RESOLVED, as a special resolution, that: (i) Article 166(a) of the Amended and Restated Articles of Association of Enphys Acquisition Corp. be deleted in its entirety and replaced as follows: “166(a) In the event that the Company does not consummate a Business Combinati

June 11, 2024 EX-10.1

PROMISSORY NOTE

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

May 17, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of reg

May 16, 2024 CORRESP

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

811 Main Street, Suite 2500 | Houston, TX 77002 | T 713.821.7000 | F 713.821.7001 Holland & Knight LLP | www.hklaw.com Douglas C. Lionberger 713.244.8221 [email protected] May 16, 2024 VIA EDGAR Mr. Ruairi Regan Ms. Pam Long U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Enphys Acqui

May 16, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

May 15, 2024 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-40879 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-40879 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repo

May 6, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

April 16, 2024 EX-4.4

Description of Securities.*

Exhibit 4.4 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 300,000,000 Class A ordinary shares and 30,000,000 Class B o

April 16, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Enphys Acquisition Corp. (Exact name of registrant as specifie

April 1, 2024 NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-40879 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-40879 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition R

March 5, 2024 EX-10.1

First Amendment to 2023 Promissory Note, dated as of March 1, 2024. (8)

Exhibit 10.1 FIRST AMENDMENT TO PROMISSORY NOTE This FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into effective as of the 1st day of March, 2024 (the “Amendment Effective Date”), by and among Enphys Acquisition Sponsor LLC, a Delaware limited liability company (“Payee”) and Enphys Acquisition Corp., a Cayman Islands exempted company (“Maker”). WITNESSETH: WHEREAS, Mak

March 5, 2024 EX-10.2

Variable Rate Promissory Note, dated as of March 1, 2024 and issued to Enphys Acquisition Sponsor LLC. (8)

Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

March 5, 2024 EX-10.3

Fixed Rate Promissory Note, dated as of March 1, 2024 and issued to Enphys Acquisition Sponsor LLC. (8)

Exhibit 10.3 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

March 5, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 1, 2024 Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporation

February 14, 2024 SC 13G/A

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-nfys123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Enphys Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3167L125 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State

February 13, 2024 EX-99.A

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d676537dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

February 13, 2024 EX-99.B

Power of Attorney

EX-99.B 3 d676537dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

February 13, 2024 SC 13G

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d676537dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Enphys Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G3167L125 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

February 13, 2024 SC 13G/A

NFYS / Enphys Acquisition Corp. / CAAS CAPITAL MANAGEMENT LP - CAAS CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 nfysa221324.htm CAAS CAPITAL MANAGEMENT LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3167L109 (CUSIP Number) December 29, 2023 (Date of Event which Requires F

February 12, 2024 EX-99.1

Joint Filing Agreement, dated as of February 12, 2024, by and among the Reporting Persons

EX-99.1 2 ea193066ex99-1enphys.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as a

February 12, 2024 SC 13G/A

NFYS / Enphys Acquisition Corp. / CANTOR FITZGERALD SECURITIES - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea193066-13ga1cantorenphys.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Enphys Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G3167L109 (CUSIP Number) December 31, 2023 (Date of Ev

February 12, 2024 SC 13G/A

NFYS / Enphys Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formenphyssc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3167L109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

February 7, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporat

February 7, 2024 EX-10.1

Second Extension Note, dated as of February 6, 2024 and issued to Enphys Management Company LLC. (7)

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

February 6, 2024 SC 13G/A

NFYS / Enphys Acquisition Corp. / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

§240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) Enphys Acquisition Corp. (Name of Issuer) Class A ordinary sha

February 5, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporat

February 5, 2024 EX-3.1

Amendment to the Amended and Restated Memorandum and Articles of Association. (4)

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: (i) Article 166(a) of the Amended and Restated Articles of Association of Enphys Acquisition Corp. be deleted in its entirety and replaced as follows: “166(a) In the event that the Company does not consummate a Business Combi

January 26, 2024 EX-99.2

Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 26, 2024.

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

January 26, 2024 EX-99.1

Joint Filing Agreement, dated as of January 26, 2024, among the Reporting Persons.

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of ENPHYS ACQUISITION CORP. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule13d-1(k) under

January 26, 2024 SC 13G/A

NFYS / Enphys Acquisition Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* ENPHYS ACQUISITION CORP. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G3167L109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

January 24, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment and Supplement No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment and Supplement No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

January 17, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment and Supplement No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment and Supplement No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

January 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:   ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

December 28, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of

November 15, 2023 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition

October 30, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 30, 2023 Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporat

October 30, 2023 EX-10.1

Promissory Note, dated as of October 30, 2023 and issued to Enphys Acquisition Sponsor LLC.

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

October 23, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2023 Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporation) (Co

October 10, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 10, 2023 Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporat

October 10, 2023 EX-10.1

Extension Note, dated as of October 10, 2023 and issued to Enphys Acquisition Sponsor LLC. (5)

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

October 6, 2023 EX-3.1

Amendment to the Amended and Restated Memorandum and Articles of Association. (3)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ENPHYS ACQUISITION CORP. OCTOBER 6, 2023 RESOLVED, as a special resolution, that: (i) Article 166(a) of the Amended and Restated Articles of Association of Enphys Acquisition Corp. be deleted in its entirety and replaced as follows: “166(a) In the event that the Company does not consummate a Business Combin

October 6, 2023 8-K

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): October 6, 2023 Enphys Ac

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): October 6, 2023 Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporati

September 25, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment and Supplement No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment and Supplement No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

September 25, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

September 19, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment and Supplement No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment and Supplement No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

September 19, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

September 12, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

September 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

September 8, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

September 8, 2023 CORRESP

Exhibit A

Richard Brand Via E-Mail T: +1 212 504 5757 [email protected] United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeffrey Gabor September 8, 2023 Re: Enphys Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed August 24, 2023 CIK No. 1850502 Dear Mr. Gabor: On behalf of our client, Enphys Acquisition Co

August 24, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 Enphys Acquisitio

false000185050200018505022023-08-182023-08-180001850502nfys:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassAOrdinarySharesAtAnExercisePriceOf1150Member2023-08-182023-08-180001850502us-gaap:CommonClassAMember2023-08-182023-08-180001850502nfys:UnitsEachConsistingOfOneClassAOrdinarySharesAndOneHalfOfOneRedeemableWarrantMember2023-08-182023-08-18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 24, 2023 EX-99.1

Enphys Acquisition Corp. Announces Non-Binding Letter of Intent to Acquire Advanced Biofuels Company

Exhibit 99.1 Enphys Acquisition Corp. Announces Non-Binding Letter of Intent to Acquire Advanced Biofuels Company New York, NY (August 24, 2023) - Enphys Acquisition Corp. (NYSE: NFYS) (the “Company”) today announced that following four months of negotiations, due diligence and site visits, it signed a non-binding letter of intent for a business combination with a leading and well-established adva

August 24, 2023 EX-99.1

Enphys Acquisition Corp. Announces Non-Binding Letter of Intent to Acquire Advanced Biofuels Company

Exhibit 99.1 Enphys Acquisition Corp. Announces Non-Binding Letter of Intent to Acquire Advanced Biofuels Company New York, NY (August 24, 2023) - Enphys Acquisition Corp. (NYSE: NFYS) (the “Company”) today announced that following four months of negotiations, due diligence and site visits, it signed a non-binding letter of intent for a business combination with a leading and well-established adva

August 24, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 Enphys Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporation) (Com

August 23, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

August 18, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of regi

August 14, 2023 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repor

June 20, 2023 CORRESP

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Cadwalader, Wickersham & Taft LLP 200 Liberty Street, New York, NY 10281 Tel +1 212 504 6000 Fax +1 212 504 6666 www.

May 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of reg

May 15, 2023 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repo

April 13, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Enphys Acquisition Corp. (Exact name of registrant as specifie

April 13, 2023 EX-4.4

Description of Securities.*

Exhibit 4.4 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 300,000,000 Class A ordinary shares and 30,000,000 Class B o

March 31, 2023 NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition R

February 14, 2023 SC 13G/A

KYG3167L1095 / Enphys Acquisition Corp. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G3167L109 (CUSIP Number

February 14, 2023 SC 13G/A

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2023 SC 13G

KYG3167L1095 / Enphys Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 10, 2023 SC 13G/A

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / CAAS CAPITAL MANAGEMENT LP - CAAS CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 nfys.ua121023.htm CAAS CAPITAL MANAGEMENT LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3167L125 (CUSIP Number) December 30, 2022 (Date of Event which Requires

February 9, 2023 SC 13G

KYG3167L1095 / Enphys Acquisition Corp. / CAAS CAPITAL MANAGEMENT LP - CAAS CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3167L109 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

January 27, 2023 SC 13G/A

KYG3167L1095 / Enphys Acquisition Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Enphys Acquisition Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G3167L109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

January 27, 2023 EX-99.2

LIMITED POWER OF ATTORNEY

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

January 27, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm234504d18ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Enphys Acquisition Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accorda

November 23, 2022 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of re

November 22, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of

November 18, 2022 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2022 Enphys Acquisition Corp. (Exact name of registrant as specified in charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporation) Commis

November 15, 2022 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING

NT 10-Q 1 brhc10044270nt10q.htm NT 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

October 17, 2022 SC 13G

KYG3167L1095 / Enphys Acquisition Corp. / CANTOR FITZGERALD SECURITIES - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Enphys Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G3167L109 (CUSIP Number) October 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

October 17, 2022 EX-99.1

Joint Filing Agreement, dated as of October 17, 2022, by and among the Reporting Persons

EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of regi

August 5, 2022 SC 13G/A

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

§240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) Enphys Acquisition Corp. (Name of Issuer) Class A ordinary sha

May 20, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of reg

May 16, 2022 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CAR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Repo

April 22, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Enphys Acquisition Corp. (Exact name of registrant as specifie

April 22, 2022 EX-99.1

ENPHYS ACQUISITION CORP. ANNOUNCES RECEIPT OF NOTICE OF LATE FILING FROM NYSE

Exhibit 99.1 ENPHYS ACQUISITION CORP. ANNOUNCES RECEIPT OF NOTICE OF LATE FILING FROM NYSE New York, NY (April 22, 2022) ? Enphys Acquisition Corp. (the ?Company?) announced that it that received a notice from the New York Stock Exchange (the ?NYSE?) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its

April 22, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2022 Enphys Acquisition Corp. (Exact name of registrant as specified in charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporation) Commissio

April 22, 2022 EX-4.4

Description of Securities.*

Exhibit 4.4 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 300,000,000 Class A ordinary shares and 30,000,000 Class B o

April 1, 2022 NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CAR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition R

March 21, 2022 SC 13G

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / CAAS CAPITAL MANAGEMENT LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3167L125** (CUSIP Number) December 3

February 14, 2022 SC 13G

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2022 SC 13G/A

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm225641d46sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Cl

February 10, 2022 SC 13G

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / Enphys Acquisition Sponsor LLC - SC 13G Passive Investment

SC 13G 1 d314172dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Enphys Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G3167L125 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statem

February 10, 2022 EX-99.1

AGREEMENT OF JOINT FILING

Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 10th day of February 2022, by and among Enphys Acquisition Sponsor LLC and Jorge de Pablo.

February 8, 2022 SC 13G

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G3167L109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

February 4, 2022 SC 13G

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / Magnetar Financial LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Enphys Acquisition Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G3167L125 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

December 8, 2021 SC 13G

NFYS.U / Enphys Acquisition Corp. Units Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

?240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to ?240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to ?240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) Enphys Acquisition Corp. (Name of Issuer) Units, each consisting of one Class A ordinary

November 24, 2021 EX-99.1

ENPHYS ACQUISITION CORP. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A ORDINARY SHARES AND WARRANTS, COMMENCING ON OR ABOUT NOVEMBER 26, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE: ENPHYS ACQUISITION CORP. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A ORDINARY SHARES AND WARRANTS, COMMENCING ON OR ABOUT NOVEMBER 26, 2021 New York, NY (November 24, 2021) ? Enphys Acquisition Corp. (the ?Company?) announced that commencing on or about November 26, 2021, the holders of the units sold in the Company?s initial public offering of 34,500,000 unit

November 24, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2021 Enphys Acquisition Corp. (Exact name of registrant as specified in charter) Cayman Islands 001-40879 87-2010879 (State or other jurisdiction of incorporation) Commis

November 19, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ENPHYS ACQUISITION CORP. (Exact name of

October 21, 2021 EX-99.1

Enphys Acquisition Corp. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 Enphys Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 8, 2021 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors Enphys Acquisition Corp. New York, NY Opinion on the Financial Statement We have audited the accompanying

October 21, 2021 8-K

Financial Statements and Exhibits, Other Events

8-K 1 brhc100298488k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2021 Enphys Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40879 87-2010879 (State or Other Jurisdicti

October 15, 2021 SC 13G

VR Advisory Services Ltd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Enphys Acquisition Corp.

October 12, 2021 EX-10.8

Form of Upsizing Letter Agreement by and between the Company and each of the anchor investors. (2)

Exhibit 10.8 Enphys Acquisition Corp. 216 East 45th Street, 13th Floor New York, New York 10017 October [?], 2021 [Subscriber] [Notice Address] [City, State Zip] Re: Subscription Agreement Ladies and Gentlemen: Reference is made to that certain Subscription Agreement of even date herewith by and between the Company and Subscriber (the ?Subscription Agreement?). Capitalized terms used but not other

October 12, 2021 EX-1.1

Underwriting Agreement, dated October 5, 2021, by and between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters.

EX-1.1 2 nt10021332x22ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version $300,000,000 30,000,000 Units Enphys Acquisition Corp. UNDERWRITING AGREEMENT October 5, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), propo

October 12, 2021 EX-4.1

Warrant Agreement, dated as of October 5, 2021, between the Company and Continental Stock Transfer & Trust Company. (2)

Exhibit 4.1 WARRANT AGREEMENT ENPHYS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY October 5, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), October 5, 2021, is by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, t

October 12, 2021 EX-99.2

Enphys Acquisition Corp. Announces Closing of Initial Public Offering, including the full Amount of the Underwriters’ Over-Allotment Option, for Total Gross Proceeds of $345 Million

Exhibit 99.2 Enphys Acquisition Corp. Announces Closing of Initial Public Offering, including the full Amount of the Underwriters? Over-Allotment Option, for Total Gross Proceeds of $345 Million October 8, 2021 - NEW YORK - Enphys Acquisition Corp. (NYSE: NFYS.U; the ?Company?) announced today that it closed its upsized initial public offering of 30,000,000 units together with the issuance of an a

October 12, 2021 EX-10.3

Registration and Shareholder Rights Agreement, dated as of November 17, 2020, between the Company and the Sponsor. (2)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 5, 2021, is made and entered into by and among Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Enphys Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and any other parties listed on the signature page hereto (together

October 12, 2021 EX-10.4

Sponsor Warrants Purchase Agreement, dated as of October 5, 2021, by and between the Company and Enphys Acquisition Sponsor LLC. (2)

Exhibit 10.4 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 5, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Enphys Acquisition Sponsor LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The Company

October 12, 2021 8-K

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 nt10021332x228k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 5, 2021 Enphys Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40879 87-2010879 (State or Other Jurisdict

October 12, 2021 EX-10.1

Letter Agreement, dated as of October 5, 2021, by and among the Company, its officers, its directors and Enphys Acquisition Sponsor LLC. (2)

Exhibit 10.1 October 5, 2021 Enphys Acquisition Corp. c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Enphys Acquis

October 12, 2021 EX-99.1

Enphys Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering

Exhibit 99.1 Enphys Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering October 5, 2021 - NEW YORK - Enphys Acquisition Corp. (the ?Company?) announced today the pricing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the ?NYSE?) and trade under the ticker symbol ?NFYS.U? begi

October 12, 2021 EX-10.5

Administrative Support Agreement, dated October 5, 2021, by and between the Company and Enphys Acquisition Sponsor LLC. (2)

Exhibit 10.5 Enphys Acquisition Corp. c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017 October 5, 2021 Enphys Acquisition Sponsor LLC c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this ?Agreement?) by and between Enphys Acquisiti

October 12, 2021 EX-10.2

Investment Management Trust Agreement, dated as of October 5, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee agent. (2)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 5, 2021, by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No

October 12, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association. (2)

Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated Memorandum OF association of ENPHYS ACQUISITION CORP. (Adopted by special resolution dated 5 OCTOBER 2021) 190 Elgin Avenue. George Town Grand Cayman KY1-9001, Cayman Islands T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com Ref: CBD/JH/E-169584 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES

October 7, 2021 424B4

$300,000,000 ENPHYS ACQUISITION CORP. 30,000,000 Units

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Statement Nos. 333-257932 and 333-260082 Prospectus $300,000,000 ENPHYS ACQUISITION CORP. 30,000,000 Units Enphys Acquisition Corp. is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorg

October 6, 2021 SC 13G

Radcliffe Capital Management, L.P. - SC 13G

SC 13G 1 tm2129388d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Enphys Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of

October 5, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENPHYS ACQUISITION CORP. (Exact name of registr

8-A12B 1 nt10021332x168a12b.htm FORM 8/A-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENPHYS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 87-2010879 (State of Incorporation or Organization) (I.R.

October 5, 2021 S-1MEF

As filed with the Securities and Exchange Commission on October 5, 2021.

S-1MEF 1 nt10021332x18s1mef.htm FORM S-1MEF As filed with the Securities and Exchange Commission on October 5, 2021. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENPHYS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 87-2010879 (State or

October 4, 2021 CORRESP

ENPHYS ACQUISITION CORP. 216 EAST 45TH STREET 13TH FLOOR NEW YORK NY 10017

ENPHYS ACQUISITION CORP. 216 EAST 45TH STREET 13TH FLOOR NEW YORK NY 10017 October 4, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Nicholas Lamparski Dietrich King Re: Enphys Acquisition Corp. Registration Statement on Form S-1, as amended (File No. 333-257932) Request for Acceleratio

October 4, 2021 CORRESP

ENPHYS ACQUISITION CORP. 216 EAST 45TH STREET 13TH FLOOR NEW YORK NY 10017

CORRESP 1 filename1.htm ENPHYS ACQUISITION CORP. 216 EAST 45TH STREET 13TH FLOOR NEW YORK NY 10017 October 4, 2021 VIA EDGAR AND ELECTRONIC MAIL Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Nicholas Lamparski Dietrich King Re: Enphys Acquisition Corp. Registration Statement on Form S-1, as amended (

October 4, 2021 CORRESP

* * * [Signature Page Follows]

CORRESP 1 filename1.htm October 4, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Nicholas Lamparski Mara Ransom Re: Enphys Acquisition Corp. Registration Statement on Form S-1, as amended Registration File No. 333-257932 Dear Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on Septembe

October 4, 2021 CORRESP

[Signature Page to Underwriter’s Acceleration Request]

Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 October 4, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 30, 2021 CORRESP

[Signature Page to Underwriter’s Acceleration Request]

CORRESP 1 filename1.htm Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 September 30, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Nicholas Lamparski Mara Ransom Re: Enphys Acquisition Corp. Registration Statement on Form S-1, as amended Registration File No. 333-257932 Ladies and Gentlemen

September 30, 2021 CORRESP

ENPHYS ACQUISITION CORP. 216 EAST 45TH STREET 13TH FLOOR NEW YORK NY 10017

CORRESP 1 filename1.htm ENPHYS ACQUISITION CORP. 216 EAST 45TH STREET 13TH FLOOR NEW YORK NY 10017 September 30, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Nicholas Lamparski Dietrich King Re: Enphys Acquisition Corp. Registration Statement on Form S-1, as amended (File No. 333-2579

September 1, 2021 S-1/A

As filed with the Securities and Exchange Commission on August 31, 2021

S-1/A 1 nt10021332x10s1a.htm S/1A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 31, 2021 Registration No. 333-257932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENPHYS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islan

August 31, 2021 CORRESP

* * *

CORRESP 1 filename1.htm August 31, 2021 FILED VIA EDGAR Division of Corporation Finance Office of Trade and Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Enphys Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-1 Filed on August 27, 2021 File No. 333-257932 Ladies and Gentlemen: On behalf of our client, Enphys Acquisition Corp., a Cay

August 27, 2021 S-1/A

As filed with the Securities and Exchange Commission on August 26, 2021

S-1/A 1 nt10021332x8s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 26, 2021 Registration No. 333-257932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENPHYS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islan

August 27, 2021 EX-4.4

WARRANT AGREEMENT ENPHYS ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021

EXHIBIT 4.4 WARRANT AGREEMENT ENPHYS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?

August 26, 2021 CORRESP

* * *

CORRESP 1 filename1.htm August 26, 2021 FILED VIA EDGAR Division of Corporation Finance Office of Trade and Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Enphys Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed on August 20, 2021 File No. 333-257932 Ladies and Gentlemen: On behalf of our client, Enphys Acquisition Corp., a Cay

August 20, 2021 S-1/A

As filed with the Securities and Exchange Commission on August 19, 2021

S-1/A 1 nt10021332x5s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 19, 2021 Registration No. 333-257932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENPHYS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islan

August 19, 2021 CORRESP

* * *

August 19, 2021 FILED VIA EDGAR Division of Corporation Finance Office of Trade and Services Securities and Exchange Commission 100 F Street, N.

August 13, 2021 EX-99.3

CONSENT OF FEDERICO CARRILO-ZURCHER

EX-99.3 19 nt10021332x7ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF FEDERICO CARRILO-ZURCHER In connection with the filing by Enphys Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of th

August 13, 2021 EX-10.4

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Enphys Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and any other parties listed on the signature page hereto (together with t

August 13, 2021 EX-14

Form of Code of Ethics and Business Conduct. (1)

EX-14 16 nt10021332x7ex14.htm EXHIBIT 14 Exhibit 14 [FORM OF] CODE OF ETHICS AND BUSINESS CONDUCT OF ENPHYS ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s dire

August 13, 2021 S-1/A

As filed with the Securities and Exchange Commission on August 13 , 2021

S-1/A 1 nt10021332x7s1a.htm S-1/A As filed with the Securities and Exchange Commission on August 13 , 2021 Registration No. 333-257932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENPHYS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 87-201087

August 13, 2021 EX-1.1

$250,000,000 25,000,000 Units Enphys Acquisition Corp. UNDERWRITING AGREEMENT

EX-1.1 2 nt10021332x7ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 $250,000,000 25,000,000 Units Enphys Acquisition Corp. UNDERWRITING AGREEMENT [•] 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as

August 13, 2021 EX-99.2

CONSENT OF JOSE ANTONIO AGUILAR BUENO

EX-99.2 18 nt10021332x7ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF JOSE ANTONIO AGUILAR BUENO In connection with the filing by Enphys Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of

August 13, 2021 EX-99.8

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF ENPHYS ACQUISITION CORP. ADOPTED ON _____________, 2021

Exhibit 99.8 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF ENPHYS ACQUISITION CORP. ADOPTED ON , 2021 I. PURPOSE OF THE COMMITTEE The purposes of the Nominating and Corporate Governance Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), shall be to identify a

August 13, 2021 EX-10.9

Form of Subscription Agreement by and between the Company and each of the anchor investors. (2)

EX-10.9 15 nt10021332x7ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 SUBSCRIPTION AGREEMENT THIS AGREEMENT (this “Agreement”), is dated as of [], 2021, by and between Enphys Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), and [], a [] (“Subscriber”). WHEREAS, the Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purcha

August 13, 2021 EX-99.5

CONSENT OF EVA REDHE

Exhibit 99.5 CONSENT OF EVA REDHE In connection with the filing by Enphys Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of

August 13, 2021 EX-3.2

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION ENPHYS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [●] 2021)

Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ENPHYS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ENPHYS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021) 1. The name of the company is

August 13, 2021 EX-10.2

[Signature page follows]

Exhibit 10.2 [], 2021 Enphys Acquisition Corp. 216 East 45th Street 13th Floor New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Enphys Acquisition Corp., a Cayman Islands exe

August 13, 2021 EX-99.1

CONSENT OF CARLOS N. GUIMARAES

Exhibit 99.1 CONSENT OF CARLOS N. GUIMARAES In connection with the filing by Enphys Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

August 13, 2021 EX-10.8

Enphys Acquisition Corp. c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017

Exhibit 10.8 Enphys Acquisition Corp. c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017 [?], 2021 Enphys Acquisition Sponsor LLC c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this ?Agreement?) by and between Enphys Acquisition Cor

August 13, 2021 EX-4.1

Form of Specimen Unit Certificate. (1)

EX-4.1 4 nt10021332x7ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SEE REVERSE FOR CERTAIN DEFINITIONS NUMBER UNITS U – CUSIP G3167L 125 ENPHYS ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Cl

August 13, 2021 EX-10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.3 10 nt10021332x7ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s re

August 13, 2021 EX-10.7

Form of Indemnity Agreement by and between the Company and each of the officers and directors of the Company. (2)

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021. Between: (1) ENPHYS ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at , Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) [?] (?Indemnitee?). Whereas: (A) Highly competent persons have become more reluctant to serve pub

August 13, 2021 EX-4.2

Form of Specimen Ordinary Share Certificate. (1)

Exhibit 4.2 SEE REVERSE FOR CERTAIN DEFINITIONS NUMBER SHARES C ? CUSIP G3167L 109 ENPHYS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF ENPHYS ACQUISITION CORP. (THE ?COMPANY?) transferable on the register of members of the

August 13, 2021 EX-4.4

Form of Specimen Warrant Certificate. (1)

EX-4.4 6 nt10021332x7ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT ENPHYS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant a

August 13, 2021 EX-10.6

SPONSOR WARRANTS PURCHASE AGREEMENT

Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Enphys Acquisition Sponsor LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The Company intend

August 13, 2021 EX-99.4

CONSENT OF HELIO L. MAGALHAES

EX-99.4 20 nt10021332x7ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT OF HELIO L. MAGALHAES In connection with the filing by Enphys Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Secu

August 13, 2021 EX-99.6

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ENPHYS ACQUISITION CORP. ADOPTED ON _______________, 2021

EX-99.6 22 nt10021332x7ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ENPHYS ACQUISITION CORP. ADOPTED ON , 2021 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), is to provide assistance to the Boar

August 13, 2021 EX-99.7

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ENPHYS ACQUISITION CORP. ADOPTED ON ___________, 2021

Exhibit 99.7 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ENPHYS ACQUISITION CORP. ADOPTED ON , 2021 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Enphys Acquisition Corp., a Cayman Islands exempted company (the ?Company?), shall be to oversee the Company?s compensation and employee benefit

July 15, 2021 CORRESP

July 15, 2021

CORRESP 1 filename1.htm July 15, 2021 FILED VIA EDGAR Division of Corporation Finance Office of Trade and Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Enphys Acquisition Corp. Draft Registration Statement on Form S-1 Submitted March 11, 2021 CIK No. 0001850502 Ladies and Gentlemen: On behalf of our client, Enphys Acquisition Corp. (the “Company”), we ar

July 15, 2021 EX-10.5

ENPHYS ACQUISITION CORP. c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017

EX-10.5 4 nt10021332x3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 ENPHYS ACQUISITION CORP. c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017 March 4, 2021 Enphys Acquisition Sponsor LLC c/o i(x) Investments, LLC 216 East 45th Street 13th Floor New York, New York 10017 RE: Securities Subscription Agreement Ladies and Gentlemen: Enphys Acquisition Corp., a Cayman Islands ex

July 15, 2021 EX-3.1

IN THE MATTER OF THE COMPANIES ACT (AS AMENDED) IN THE MATTER ENPHYS ACQUISITION CORP.

EX-3.1 2 nt10021332x3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 IN THE MATTER OF THE COMPANIES ACT (AS AMENDED) AND IN THE MATTER OF ENPHYS ACQUISITION CORP. DECLARATION I, Andrew Barker, of George Town, Grand Cayman, Cayman Islands, HEREBY DECLARE as follows: 1. WNL Limited is a Subscriber of Enphys Acquisition Corp., a company applying for registration under the Companies Act (as amended). 2. The operati

July 15, 2021 S-1

Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-257932), filed on July 15, 2021)

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 15, 2021 Registration No.

July 15, 2021 EX-10.1

Promissory Note, dated as of March 4, 2021, issued to Enphys Acquisition Sponsor LLC. (1)

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

March 11, 2021 DRS

INFORMATION HEREIN REMAINS STRICTLY CONFIDENTIAL.

DRS 1 filename1.htm TABLE OF CONTENTS AS SUBMITTED CONFIDENTIALLY WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2021. THIS DRAFT REGISTRATION STATEMENT HAS NOT BEEN PUBLICLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND ALL INFORMATION HEREIN REMAINS STRICTLY CONFIDENTIAL. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 R

March 10, 2021 DRSLTR

March 10, 2021

DRSLTR 1 filename1.htm JASON S. MCCAFFREY direct dial: 617.856.8362 fax: 617.289.0856 [email protected] March 10, 2021 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Enphys Acquisition Corp. Draft Registration Statement on Form S-1 Ladies and Gentlemen: On

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