ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class:
|
Trading Symbol:
|
Name of Each Exchange on Which Registered:
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
2 |
||
3 |
||
Item 1.
|
3 |
|
Item 1A.
|
20 |
|
Item 1B.
|
55 | |
Item 1C.
|
56 | |
Item 2.
|
56 | |
Item 3.
|
56 | |
Item 4.
|
56 | |
57 | ||
Item 5.
|
57 | |
Item 6.
|
58 | |
Item 7.
|
58 |
|
Item 8.
|
63 | |
Item 9.
|
63 |
|
Item 9A.
|
63 | |
Item 9B.
|
64 | |
Item 9C.
|
64 | |
64 |
||
Item 10.
|
64 | |
Item 11.
|
73 | |
Item 12.
|
74 | |
Item 13.
|
75 | |
Item 14.
|
79 | |
79 | ||
Item 15.
|
79 |
|
Item 16.
|
80 |
•
|
“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association of the Company as amended by special
resolutions adopted on October 6, 2023 and February 2, 2024;
|
•
|
“anchor shares” are to our 1,737,700 non-redeemable Class A ordinary shares and 312,500 Class B ordinary shares held by certain anchor investors in our initial public offering (for the avoidance of
doubt, such Class A ordinary shares included in this definition will not be “public shares”);
|
•
|
“Companies Law” are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time;
|
•
|
“company,” “we,” “us,” “our,” or “our company” are to Enphys Acquisition Corp., a Cayman Islands exempted company;
|
•
|
“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering which, as of the date of this Report, consists of
5,074,800 non-redeemable Class A ordinary shares (4,994,800 of which are held by the sponsor and 80,000 of which are held by our independent directors) that were converted in accordance with our amended and restated memorandum and
articles of association and 1,500,000 Class B ordinary shares held by the sponsor and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business
combination (for the avoidance of doubt, such Class A ordinary shares included in this definition will not be “public shares”);
|
•
|
“initial public offering” is to the initial public offering of 34.5 million units, including the issuance of 4.5 million units as a result of the underwriters’ exercise of their over-allotment
option, which offering was consummated on October 8, 2021;
|
•
|
“initial shareholders” are to our sponsor and the company’s independent directors;
|
•
|
“management” or our “management team” are to our directors and officers;
|
•
|
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
|
•
|
“our management team” are to our executive officers and directors;
|
•
|
“private placement warrants” are to the warrants issued to our sponsor, if any;
|
•
|
“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
|
•
|
“public shares” are to our redeemable Class A ordinary shares (for the avoidance of doubt, public shares do not include non-redeemable Class A ordinary shares included in the definition of anchor
shares or founders shares; and
|
•
|
“sponsor” are to Enphys Acquisition Sponsor LLC, a Delaware limited liability company.
|
•
|
our ability to select an appropriate partner business or businesses;
|
•
|
our ability to complete our initial business combination;
|
•
|
our expectations around the performance of a prospective partner business or businesses;
|
•
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
•
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
|
•
|
our potential ability to obtain additional financing to complete our initial business combination;
|
•
|
our pool of prospective partner businesses;
|
•
|
our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;
|
•
|
the ability of our officers and directors to generate a number of potential business combination opportunities;
|
•
|
our public securities’ liquidity and trading;
|
•
|
the lack of a market for our securities;
|
•
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
•
|
the trust account not being subject to claims of third parties; or
|
•
|
our financial performance.
|
Item 1. |
Business
|
•
|
Climate change and zero-carbon emissions pledge. Strong momentum in the energy transition movement across corporate sectors, governments and investors as they continue
to prioritize environmental, social and governance, or ESG, factors. The focus on environmental issues has been fueled by the Paris Agreement, an international treaty on climate change, which has served as the principal catalyst for
transformative change across the global energy spectrum. The aforementioned agreement sets out a global framework to avoid dangerous climate change by limiting global warming to well below 2°C and pursuing efforts to limit it to
1.5°C. The International Renewable Energy Agency, or IRENA, projects that investments in renewable generation will outlast non-renewable generation investments.
|
•
|
Renewable power potential and resource diversification. Home to some of the world’s most plentiful wind and solar resources, Ibero-America is set to play a vital role
in the energy transition movement in the coming years. Latin America, and the Caribbean in particular, has an enormous untapped potential to become a leader in renewable energy generation due to its natural resources.
|
•
|
Attractive growth. Energy consumption per capita in Latin America and the Caribbean is currently well below the global per capita consumption average. Furthermore,
the region has energy intensive industries that account for 5% of global energy consumption. The region’s total final energy consumption and total primary energy supply is expected to increase significantly in the future. In order to
meet the increase in energy consumption and supply, the region is expected to invest a significant amount of money to increase renewable energy generation installed capacity.
|
•
|
Electrification and renewable energy. Electrification and renewable energy have become the backbone of the new energy economy, fostering the transition from fossil
fuel dependency to a new zero-carbon emissions economy. It is expected that significant amounts of money will be spent annually on power grids, system flexibility and to adopt current infrastructure to the new energy era.
|
•
|
Resilience through economic cycles. The COVID-19 pandemic has seriously dented global economic growth, and Ibero-America is no exception. The timing and pace of
recovery remain unpredictable, however, we believe that the pandemic has the potential to change the priority of government policies, and that renewable energy will play a key role in Ibero-America’s rebound from the crisis. Despite
these global challenges, renewable energy projects are still going ahead. On a global level, looking at the project pipeline through 2025, almost one-third of wind and solar PV projects are already contracted and/or financed,
according to IRENA’s latest renewable energy market update.
|
•
|
investing in, managing and operating companies across many industries, such as energy, mobility, real estate and other infrastructure-related industries;
|
•
|
attracting, selecting and retaining high-performing management teams with proven track records;
|
•
|
developing and executing strategic and business plans to deliver value creation and operational efficiencies, enhancing the competitive position of companies;
|
•
|
implementing an optimized capital structure that enables companies to achieve their next phase of growth;
|
•
|
managing public company governance, with our founders having served in key roles on numerous public company boards; and
|
•
|
operating and growing Ibero-American businesses throughout changing macroeconomic, legal, tax and regulatory environments.
|
•
|
stand to benefit from the energy transition and renewable energy generation trends as well as the electrification of Ibero-America;
|
•
|
exhibit potential for strong growth and offer potential investment opportunities with attractive returns for our shareholders;
|
•
|
are at an inflection point, such as requiring additional management expertise, are able to innovative through new operational techniques, or where we believe we can drive improved financial performance;
|
•
|
exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the
marketplace based on our analysis and due diligence review;
|
•
|
can utilize the extensive networks and insights that our management team have built in the energy sector; and
|
•
|
benefit from being publicly listed, having access to capital and are ready to operate under the scrutiny of public markets, thanks to strong management teams, corporate governance and reporting policies
in place.
|
•
|
solely dependent upon the performance of a single business, property or asset; or
|
•
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
•
|
we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of Class A ordinary shares then issued and outstanding or (b) have
voting power equal to or in excess of 20% of the voting power then outstanding;
|
•
|
any of our directors, officers or substantial security holders (as defined by the rules of the NYSE) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired
and if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power
outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or
|
•
|
the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
|
•
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
|
•
|
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as
is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
•
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer
rules; and
|
•
|
file proxy materials with the SEC.
|
Item 1A. |
Risk Factors
|
•
|
Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our
shareholders do not support such a combination.
|
•
|
If we seek shareholder approval of our initial business combination, our sponsor, members of our sponsor’s board of advisors and each member of our management team have agreed to vote in favor of
such initial business combination, regardless of how our public shareholders vote.
|
•
|
Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
|
•
|
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to
enter into a business combination with a partner.
|
•
|
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our
capital structure.
|
•
|
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be
unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
|
•
|
The requirement that we consummate an initial business combination by June 8, 2024, may give potential partner businesses leverage over us in negotiating a business combination and may limit the
time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that
would produce value for our shareholders.
|
•
|
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination or fails to comply with the procedures for tendering its shares, such
shares may not be redeemed.
|
•
|
We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are
paying for the business is fair to our shareholders from a financial point of view.
|
•
|
We may engage in a business combination with one or more partner businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial
shareholders which may raise potential conflicts of interest.
|
•
|
We may only be able to complete one business combination with the net proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely
dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
|
•
|
Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This
conflict of interest could have a negative impact on our ability to complete our initial business combination.
|
•
|
Our executive officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company,
and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
|
•
|
Since our sponsor, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they
acquired during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination partner is appropriate for our initial business combination.
|
•
|
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may
be limited.
|
•
|
a limited availability of market quotations for our securities;
|
•
|
reduced liquidity for our securities;
|
•
|
a determination that our public shares are a “penny stock” which will require brokers trading in our public shares to adhere to more stringent rules and possibly result in a reduced level of trading
activity in the secondary trading market for our securities;
|
•
|
a limited amount of news and analyst coverage; and
|
•
|
a decreased ability to issue additional securities or obtain additional financing in the future.
|
•
|
we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;
|
•
|
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
•
|
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and
responsibilities.
|
•
|
restrictions on the nature of our investments; and
|
•
|
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
|
•
|
registration as an investment company with the SEC;
|
•
|
adoption of a specific form of corporate structure; and
|
•
|
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
|
•
|
may significantly dilute the equity interest of our shareholders, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
•
|
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
•
|
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
•
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
•
|
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
•
|
may not result in adjustment to the exercise price of our warrants. |
•
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
•
|
our immediate payment of all principals and accrued interest, if any, if the debt is payable on demand; |
•
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
•
|
our inability to pay dividends on our Class A ordinary shares; |
•
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
•
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
•
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
•
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
•
|
solely dependent upon the performance of a single business, property or asset; or |
•
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• |
costs and difficulties inherent in managing cross-border business operations;
|
• |
rules and regulations regarding currency redemption;
|
• |
complex corporate withholding taxes;
|
• |
laws governing the manner in which future business combinations may be effected;
|
• |
exchange listing and/or delisting requirements;
|
• |
tariffs and trade barriers;
|
• |
regulations related to customs and import/export matters;
|
• |
local or regional economic policies and market conditions;
|
• |
unexpected changes in regulatory requirements;
|
• |
longer payment cycles;
|
• |
tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws;
|
• |
currency fluctuations and exchange controls;
|
• |
rates of inflation;
|
• |
challenges in collecting accounts receivable;
|
• |
cultural and language differences;
|
• |
employment regulations;
|
• |
underdeveloped or unpredictable legal or regulatory systems;
|
• |
corruption;
|
• |
protection of intellectual property;
|
• |
social unrest, crime, strikes, riots and civil disturbances;
|
• |
regime changes and political upheaval;
|
• |
terrorist attacks, natural disasters and wars; and
|
• |
deterioration of political relations with the United States.
|
Item 1B. |
Unresolved Staff Comments
|
Item 1C. |
Cybersecurity
|
Item 2. |
Properties
|
Item 3. |
Legal Proceedings
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
(a) |
Market Information
|
(b) |
Holders
|
(c) |
Dividends
|
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans
|
(e) |
Performance Graph
|
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings.
|
(g) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
Item 6. |
[Reserved].
|
Item 7. |
Management’s discussion and analysis of financial condition and results of operations
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8. |
Financial Statements and Supplementary Data
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A. |
Controls and Procedures
|
Item 9B. |
Other Information
|
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
|
Item 10. |
Directors, Executive Officers and Corporate Governance
|
Name
|
Age
|
Position
|
Jorge de Pablo
|
45
|
Chief Executive Officer
|
||
Carlos Guimarães
|
66
|
Director; Chairman of the Board of Directors
|
||
Pär Lindström
|
53
|
Chief Financial Officer and Director
|
||
Matías de Buján
|
50
|
Chief Operating Officer
|
||
José Antonio Aguilar Bueno
|
59
|
Director
|
||
Federico Carrillo-Zürcher
|
59
|
Director
|
||
Hélio L. Magalhães
|
72
|
Director
|
||
Eva Redhe
|
61
|
Director
|
• |
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and
independence, and (4) the performance of our internal audit function and independent auditors;
|
• |
the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
|
• |
pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and
procedures;
|
• |
reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
|
• |
setting clear hiring policies for employees or former employees of the independent auditors;
|
• |
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
|
• |
obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised
by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more
independent audits carried out by the firm and any steps taken to deal with such issues;
|
• |
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures
under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
|
• |
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
|
• |
reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government
agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the
Financial Accounting Standards Board, the SEC or other regulatory authorities.
|
• |
identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by our Board of Directors, and recommending to our Board of Directors candidates
for nomination for appointment;
|
• |
developing and recommending to our Board of Directors and overseeing implementation of our corporate governance guidelines;
|
• |
coordinating and overseeing the annual self-evaluation of our Board of Directors, its committees, individual directors and management in the governance of the company; and
|
• |
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light
of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
• |
reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of
our other officers;
|
• |
reviewing our executive compensation policies and plans;
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
|
• |
producing a report on executive compensation to be included in our annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
• |
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
• |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
• |
directors should not improperly fetter the exercise of future discretion;
|
• |
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
• |
duty to exercise independent judgment.
|
Individual
|
Entity
|
Entity’s business
|
Affiliation
|
|||
Jorge de Pablo
|
LAIG Investments
|
Private equity
|
Managing Partner
|
|||
Genneia SA
|
Renewable energy company
|
Director
|
||||
WiseHood Argentina S.A.
|
Energy efficiency
|
Chairman of the Board
|
||||
Gosmo
|
Fleet management
|
Chairman of the Board
|
||||
Tactile Mobility
|
Artificial intelligence software
|
Chairman of the Board
|
||||
Carlos Guimarães
|
LAIG Investments
|
Private equity
|
Chairman of the Board
|
|||
Brazilian-American Chamber of Commerce
|
Chamber of commerce
|
Director
|
||||
Americas Society/Council of the Americas
|
International business
|
Director
|
||||
ITHAX Acquisition Corp.
|
SPAC (focus on leisure, hospitality and travel)
|
Director
|
||||
WiseHood International
|
Energy efficiency
|
Chairman of the Board
|
||||
Pär Lindström
|
I(x) Net Zero plc
|
Private equity
|
Chief Executive Officer & Chief Investment Officer
|
|||
Matías de Buján
|
LAIG Investments
|
Private equity
|
Managing Director
|
|||
WiseHood Argentina S.A.
|
Energy efficiency
|
Chief Executive Officer
|
||||
José Antonio Aguilar Bueno
|
Vive Energia SAPI de CV
|
Renewable energy
|
Principal
|
|||
Fondo AgroPyme
|
Venture capital (focused on agrobusiness)
|
Member, Investment Committee
|
||||
Fonfo FICA
|
Venture capital (focused on agrobusiness)
|
Member, Investment Committee
|
||||
Grupo Azucarero del Tropico, SA de CV
|
Sugar, energy and alcohol producer
|
Director
|
||||
Federico Carrillo- Zürcher
|
Imaginarium S.A.
|
Children’s toys
|
Chairman and Chief Executive Officer
|
|||
Hélio L. Magalhães
|
Suzano SA
|
Paper and pulp
|
Director
|
|||
Companhia Melhoramentos de São Paulo
|
Holding company
|
Director
|
||||
Eva Redhe
|
Bregal Milestone
|
Private equity
|
Senior Advisor
|
|||
First Swedish National Pension Fund
|
Pension fund
|
Director
|
||||
Nordkinn Asset Management
|
Asset management firm
|
Director
|
||||
Axel Christiernsson International AB
|
Formulated grease manufacturer
|
Director
|
• |
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is
engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
|
• |
Our sponsor subscribed for founder shares prior to the date of this report and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial
public offering. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares
purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and
articles of association (A) that would modify the substance or timing of our obligation to provide holders of our public shares the right to have their shares redeemed in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination by June 8, 2024, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial
business combination activity. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business
combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement warrants and the underlying securities will expire worthless. Except as
described herein, our sponsor and our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B)
subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share
exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions,
private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and
directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular partner business is an appropriate business with which to effectuate our initial
business combination.
|
• |
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was
included by a partner business as a condition to any agreement with respect to our initial business combination.
|
Item 11. |
Executive Officer and Director Compensation
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
|
• |
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; and
|
• |
each of our executive officers and directors; and
|
• |
all our executive officers and directors as a group.
|
Class B ordinary shares(2)
|
Class A ordinary shares(2)
|
|||||||||||||||||||
Name of Beneficial Owners(1)
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of Class
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of Class
|
Approximate
Percentage
of Voting
Control
|
|||||||||||||||
Enphys Acquisition Sponsor LLC (our sponsor) (3)
|
1,500,000
|
82.8
|
%
|
4,994,800
|
38.2
|
%
|
43.6
|
%
|
||||||||||||
Mizuho Financial Group, Inc.(4)
|
—
|
—
|
1,353,139
|
10.4
|
%
|
9.1
|
%
|
|||||||||||||
Radcliffe Capital Management, L.P. (5)
|
—
|
—
|
839,922
|
6.4
|
%
|
5.6
|
%
|
|||||||||||||
Teacher Retirement System of Texas (6)
|
—
|
—
|
800,000
|
6.1
|
%
|
5.4
|
%
|
|||||||||||||
Jose Antonio Aguilar Bueno
|
—
|
—
|
20,000
|
0.1
|
%
|
0.1
|
%
|
|||||||||||||
Matías de Buján
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Federico Carrillo- Zürcher
|
—
|
—
|
20,000
|
0.1
|
%
|
0.1
|
%
|
|||||||||||||
Carlos Guimarães
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Pär Lindström
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Hélio L. Magalhães
|
—
|
—
|
20,000
|
0.1
|
%
|
0.1
|
%
|
|||||||||||||
Eva Redhe
|
—
|
—
|
20,000
|
0.1
|
%
|
0.1
|
%
|
|||||||||||||
Jorge de Pablo
|
1,500,000
|
82.8
|
%
|
5,069,235
|
38.8
|
%
|
44.1
|
%
|
||||||||||||
All officers and directors as a group (eight individuals)
|
1,500,000
|
82.8
|
%
|
5,149,235
|
39.4
|
%
|
44.7
|
%
|
(1) |
Unless otherwise noted, the business address of each of the following entities or individuals is 100 Wall Street, 20th Floor, New York, New York 10005.
|
(2) |
Does not include 8,900,000 Class A ordinary shares underlying the private placement warrants.
|
(3) |
Enphys Acquisition Sponsor LLC, our sponsor, is the record holder of the Class A ordinary shares and Class B ordinary shares reported herein. Certain of our officers and directors are or will be, directly or indirectly, members of our sponsor. Mr. de Pablo may be deemed to
beneficially own shares held by our sponsor by virtue of their shares control over our sponsor. Other than Mr. de Pablo, no member of our sponsor exercises voting or dispositive control over any of the shares held by our
sponsor. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Mr. de Pablo disclaims beneficial ownership of our ordinary shares held by our sponsor.
|
(4) |
Based on a Schedule 13G filed on February 14, 2024 by Mizuho Financial Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Mizuho Financial
Group”), 1-5-5, Otemachi, Chiyoda-Ku, Tokyo, Japan, 100-8176. Mizuho Financial Group may be deemed to be the beneficial owner of 1,353,139 Class A ordinary shares, over which it has sole investment and voting power.
|
(5) |
Based on a Form 13F Information Table filed on February 14, 2024 by Radcliffe Capital Management, L.P (“Radcliffe”), 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004. Radcliffe may be deemed to
be the beneficial owner of 839,922 Class A ordinary shares, over which it has sole investment and voting power.
|
(6) |
Based on a Schedule 13G filed on February 6, 2024 by Teacher Retirement System of Texas (“Teacher Retirement System”), 216 East 45th Street, 13th Floor New York, NY 10017. Teacher Retirement
System may be deemed to be the beneficial owner of 800,000 Class A ordinary shares, over which it has sole investment and voting power.
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence
|
Item 14. |
Principal Accountant Fees and Services
|
For the Period from
January 1, 2023 –
December 31, 2023
|
For the Period from
January 1, 2022 - December 31, 2022
|
|||||||
Audit Fees(1)
|
$
|
110,236
|
$
|
111,805
|
||||
Audit-Related Fees(2)
|
$
|
—
|
$
|
—
|
||||
Tax Fees(3)
|
$
|
—
|
$
|
—
|
||||
All Other Fees(4)
|
$
|
—
|
$
|
—
|
||||
Total
|
$
|
110,236
|
$
|
111,805
|
(1)
|
Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent
registered public accounting firm in connection with statutory and regulatory filings.
|
(2)
|
Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial
statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
|
(3) |
Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.
|
(4) |
All Other Fees. All other fees consist of fees billed for all other services including permitted due diligence services related potential business combination.
|
Item 15. |
Exhibits, Financial Statement Schedules
|
(a) |
The following documents are filed as part of this Annual Report:
|
(1) |
Financial Statements
|
(2) |
Exhibits
|
Exhibit No.
|
|
Description
|
1.1
|
|
|
3.1
|
|
|
3.2
|
||
3.3
|
||
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
Exhibit No.
|
|
Description
|
4.5
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
||
10.11
|
||
10.12
|
||
10.13
|
||
10.14
|
||
10.15
|
||
14.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
*
|
Filed herewith.
|
(1)
|
Incorporated by reference to the registrant’s Registration Statement on Form S-1/A, filed with the SEC on August 13, 2021.
|
(2)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 12, 2021.
|
(3)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 6, 2023.
|
(4)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2024.
|
(5)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 10, 2023.
|
(6)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 30, 2023.
|
(7)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 7, 2024.
|
(8)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 5, 2024.
|
Item 16. |
Form 10-K Summary
|
April 16, 2024
|
|||
ENPHYS ACQUISITION CORP.
|
|||
By:
|
/s/ Jorge de Pablo
|
||
Name: Jorge de Pablo
|
|||
Title: Chief Executive Officer
|
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
/s/ Jorge de Pablo
|
|
Chief Executive Officer and Director
|
|
April 16, 2024
|
Jorge de Pablo
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Pär Lindström
|
|
Chief Financial Officer and Director
|
|
April 16, 2024
|
Pär Lindström
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ José Antonio Aguilar Bueno
|
|
Director
|
|
April 16, 2024
|
José Antonio Aguilar Bueno
|
|
|
|
|
|
|
|
|
|
/s/ Federico Carrillo-Zürcher
|
|
Director
|
|
April 16, 2024
|
Federico Carrillo-Zürcher
|
|
|
|
|
|
|
|
|
|
/s/ Hélio L. Magalhães
|
|
Director
|
|
April 16, 2024
|
Hélio L. Magalhães
|
|
|
|
|
|
|
|
|
|
/s/ Eva Redhe
|
|
Director
|
|
April 16, 2024
|
Eva Redhe
|
|
|
|
|
F-2
|
|
Financial Statements:
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7 to F-20
|
December 31,
2023
|
December 31,
2022
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
|
$ | |||||
Prepaid expenses
|
|
|||||||
Total Current Assets
|
|
|||||||
Cash and marketable securities held in Trust Account
|
|
|||||||
Total Assets
|
$
|
|
$ | |||||
LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current Liabilities: |
||||||||
Accounts payable
|
$
|
|
$ | |||||
Accrued expenses
|
||||||||
Accrued offering costs
|
|
|||||||
Sponsor extension note
|
||||||||
Notes
payable – related parties
|
||||||||
Total Current Liabilities
|
|
|||||||
Derivative warrant liabilities
|
|
|||||||
Deferred underwriting fees
|
|
|||||||
Total Liabilities
|
|
|||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
Redeemable Class A Ordinary Shares subject to Possible Redemption:
|
||||||||
Class A ordinary shares, $
|
|
|||||||
Shareholders’ deficit:
|
||||||||
Preferred shares, $
|
|
|||||||
Class A ordinary shares,
$
|
||||||||
Class B ordinary shares, $
|
|
|||||||
Additional paid-in capital
|
|
|||||||
Accumulated deficit
|
(
|
)
|
( |
) | ||||
Total Shareholders’ Deficit
|
(
|
)
|
( |
) | ||||
Total Liabilities, Redeemable Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
|
$
|
|
For the Year Ended
December 31,
|
||||||||
2023 | 2022 | |||||||
EXPENSES | ||||||||
Administration fee - related party
|
$ |
$
|
|
|||||
Interest expense –
|
||||||||
General and administrative expenses
|
|
|||||||
TOTAL EXPENSES
|
|
|||||||
OTHER INCOME
|
||||||||
Income earned on cash and marketable securities held in Trust Account
|
|
|||||||
|
|
|
|
|
|
|
|
|
Change in fair value of derivative warrant liabilities
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Class A ordinary shares subject to redemption outstanding, basic and diluted
|
|
|
|
|
|
|
|
|
Basic and diluted net income per Class A ordinary share subject to redemption
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number
of non-redeemable Class A ordinary shares outstanding, basic and diluted
|
|
|
|
|
|
|
|
|
Basic and diluted net
loss per non-redeemable Class A ordinary share
|
|
$
|
(
|
) |
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Class B ordinary shares outstanding, basic and diluted
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss) per Class B ordinary share
|
|
$
|
(
|
) |
|
$
|
|
|
Class A
Ordinary Shares
|
Class B
Ordinary Shares
|
Additional
Paid In
|
Accumulated
|
Shareholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance, January 1, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Accretion of Class A ordinary shares to redemption value
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance, December 31, 2022
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Accretion of Class A ordinary shares to redemption value
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Class B ordinary shares converted to Class A ordinary shares
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance, December 31, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
For the Years Ended |
||||||||
December 31,
2023
|
December 31,
2022
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net income
|
$ |
$
|
|
|||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
||||||||
Realized gains on investment held in Trust Account
|
( |
) | ( |
) | ||||
Change in fair value of derivative warrant liabilities
|
( |
) |
(
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
|
|||||||
Accounts payable and accrued expenses
|
|
|||||||
Net Cash Provided By (Used In) Operating Activities
|
(
|
)
|
||||||
Cash Flows From Investing Activities:
|
||||||||
Reinvestment of dividends and interest earned on the securities |
( |
) | ||||||
Proceeds from redemption of securities held in Trust Account |
||||||||
Purchase of securities held in Trust Account
|
( |
) |
(
|
)
|
||||
Net Cash Provided by Investing Activities
|
|
|||||||
Cash Flows From Financing Activities:
|
||||||||
Proceeds from repayment of due from Sponsor |
||||||||
Proceeds from Sponsor extension note
|
|
|||||||
Proceeds from related party notes |
||||||||
Redemption of Class A ordinary shares |
( |
) | ||||||
Payment of offering costs
|
(
|
)
|
||||||
Net Cash Used in Financing Activities
|
( |
) |
(
|
)
|
||||
Net change in cash and cash held in Trust Account *
|
(
|
)
|
||||||
Cash at beginning of period
|
|
|||||||
Cash and cash held in Trust at end of period
|
$ |
$
|
|
|||||
Supplemental disclosure of non-cash financing activities:
|
||||||||
Accretion of Class A ordinary shares to redemption value
|
$ | $ | ||||||
Class B ordinary shares converted to Class A ordinary shares | $ | $ |
NOTE 1 - |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
|
NOTE 2 -
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Balance, December 31, 2021
|
$
|
|
||
Remeasurement adjustment of carrying value to redemption value
|
|
|||
Balance, December 31, 2022
|
|
|||
Fair value of redeemed shares
|
(
|
)
|
||
Remeasurement adjustment of carrying value to redemption value
|
|
|||
Balance, December 31, 2023
|
$
|
|
For the Year Ended
December 31, 2023
|
||||
Net income
|
$
|
|
||
Accretion of temporary equity to redemption value
|
(
|
)
|
||
Net loss including accretion of temporary equity to redemption value
|
$
|
(
|
)
|
For the Year Ended
December 31, 2023
|
||||||||||||
Class A
Redeemable
|
Class A
Non-Redeemable
|
Class B
Non-Redeemable
|
||||||||||
Basic and diluted net income per share:
|
||||||||||||
Numerator:
|
||||||||||||
Allocation of net loss including accretion of temporary equity
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Allocation of accretion of temporary equity to Class A Ordinary shares
|
|
|
|
|||||||||
Allocation of net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Denominator:
|
||||||||||||
Weighted-average shares outstanding
|
|
|
|
|||||||||
Basic and diluted net income (loss) per ordinary share
|
$
|
|
$
|
(
|
) |
$
|
(
|
) |
|
For the Year Ended
December 31, 2022
|
|||
Net income
|
$
|
|
||
Accretion of temporary equity to redemption value
|
(
|
)
|
||
Net income including accretion of temporary equity to redemption value
|
$
|
|
|
For the Year Ended
December 31, 2022
|
|||||||
Redeemable | Non-Redeemable |
|||||||
Basic and diluted net income per share:
|
||||||||
Numerator:
|
||||||||
Allocation of net income including accretion of temporary equity
|
$
|
|
$
|
|
||||
Allocation of accretion of temporary equity to Class A Ordinary shares
|
|
|
||||||
Allocation of net income
|
$
|
|
$
|
|
||||
Denominator:
|
||||||||
Weighted-average shares outstanding
|
|
|
||||||
Basic and diluted net income per ordinary share
|
$
|
|
$
|
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices or similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in
which one or more significant inputs or significant value drivers are unobservable.
|
NOTE 3 - |
PRIVATE PLACEMENT
|
NOTE 4 - |
RELATED PARTIES
|
NOTE 5 - |
COMMITMENTS AND CONTINGENCIES
|
NOTE 6 - |
SHAREHOLDER’S EQUITY
|
NOTE 7 -
|
DERIVATIVE WARRANT LIABILITIES
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization,
recapitalizations and the like) for any
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization,
recapitalizations and the like) for any
|
• |
if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A ordinary share) as the outstanding public
warrants, as described above.
|
NOTE 8 - |
FAIR VALUE MEASUREMENTS
|
Description
|
Level
|
December 31,
2023
|
December 31,
2022
|
|||||||||
Assets:
|
||||||||||||
Marketable Securities held in Trust Account | 1 |
$ |
|
$ | ||||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities – Private Placement Warrants
|
2
|
$
|
|
$ | ||||||||
Derivative warrant liabilities – Public Warrants
|
1
|
$ |
|
$ | ||||||||
$ | $ |
Private
Placement Warrants
|
Public
Warrants
|
Total
|
||||||||||
Fair value at December 31, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Fair value at December 31, 2022
|
|
|
|
|
|
|
||||||
Change in fair value |
( |
) | ( |
) | ( |
) | ||||||
Fair value at December 31, 2023 | $ |
$ |
$ |
NOTE 9 -
|
SUBSEQUENT
EVENTS
|