Attached files
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)
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Cayman Islands
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6770
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87-2010879
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification No.)
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216 East 45th Street
13th Floor
New York, New York 10017
(347) 467-0441
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jorge de Pablo
Chief Executive Officer
c/o Enphys Acquisition Corp.
216 East 45th Street
13th Floor
New York, New York 10017
(347) 467-0441
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
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Todd J. Emmerman, Esq.
Jason S. McCaffrey, Esq.
Brown Rudnick LLP
7 Times Square
New York, New York 10036
(212) 209-4800
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Derek J. Dostal, Esq.
Deanna L. Kirkpatrick, Esq.
Davis Polk Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐ |
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Accelerated filer
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☐ |
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Non-accelerated filer
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☒ |
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Smaller reporting company
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☒ |
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Emerging growth company
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☒ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be
Registered
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Amount Being
Registered
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Proposed Maximum
Offering Price
per Security(1)
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Proposed Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and a fraction of one redeemable warrant(2)
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28,750,000 units
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$
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10.00
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$
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287,500,000
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$
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31,366.25
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Class A ordinary shares included as part of the units(3)(4)
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28,750,000 Shares
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—
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—
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—
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(5)
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Redeemable warrants included as part of the units(3)(4)
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14,375,000 Warrants
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—
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—
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—
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(5)
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Total
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$
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287,500,000
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$
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31,366.25
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(6)
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
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(2)
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Includes 3,750,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
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(3)
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Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share
capitalizations, share dividends or similar transactions.
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(4)
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Maximum number of Class A ordinary shares and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the
underwriters described above.
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(5)
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No fee pursuant to Rule 457(g) under the Securities Act.
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(6)
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The filing fee has been previously paid.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Enphys Acquisition Corp. (the “Registrant,” “we,” “us,” “our” and other similar terms) is filing this Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-257932) solely for the
purpose of filing with the U.S. Securities and Exchange Commission certain exhibits attached hereto. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to
the Registration Statement and the filed exhibits. The prospectus is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 13.
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Other Expenses of Issuance and Distribution.
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The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which
will be paid by us. All amounts are estimated except the SEC registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the NYSE listing fee.
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Legal fees and expenses
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$
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400,000
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Accounting fees and expenses
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40,000
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SEC expenses
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31,366
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FINRA expenses
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43,625
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Travel and road show
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40,000
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Directors and officers insurance premiums
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250,000
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NYSE listing and filing fees
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85,000
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Printing and engraving expenses
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35,000
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Miscellaneous expenses
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75,009
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Total offering expenses
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$
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1,000,000
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Item 14.
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Indemnification of Directors and Officers.
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Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of
association provide for indemnification of our directors and officers to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and
articles of association. We may purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against
our obligations to indemnify our directors and officers.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been
informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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Item 15.
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Recent Sales of Unregistered Securities.
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In March 2021, Enphys Acquisition Sponsor LLC, our sponsor paid $25,000, or $0.003 per share, to cover certain of our offering and formation cost in consideration of 7,187,000 founder shares. The
number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of this offering. Such securities were issued in connection with our
incorporation pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
In addition, our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 7,000,000 (or 7,800,000 warrants if the underwriters’ over-allotment option is exercised
in full) private placement warrants at $1.00 per warrant (for an aggregate purchase price of $7,000,000 or $7,800,000 in the aggregate if the underwriters’ over-allotment option is exercised in full). This purchase will take place on a private
placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
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Item 16.
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Exhibits and Financial Statement Schedules.
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(a)
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Exhibits. See Exhibit Index attached to this registration statement, which is incorporated by reference herein.
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(b)
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Financial Statement Schedules. Schedules not listed above have been omitted because the information required to
be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.
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Item 17.
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Undertakings.
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(a)
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The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.
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(b)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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(c)
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The undersigned hereby undertakes that:
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(1)
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For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
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(2)
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For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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II-2
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(4)
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For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary
offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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II-3
Exhibit Index
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Exhibit
Number
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Exhibit Description
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1.1*
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Form of Underwriting Agreement
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Memorandum and Articles of Association
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Form of Amended and Restated Memorandum and Articles of Association
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Specimen Unit Certificate
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Specimen Class A Ordinary Share Certificate
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Specimen Warrant Certificate (included in Exhibit 4.4)
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Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
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Opinion of Walkers
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Opinion of Brown Rudnick LLP
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Promissory Note, dated March 4, 2021, issued to Enphys Acquisition Sponsor LLC
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Form of Letter Agreement among the Registrant and its directors and officers and Enphys Acquisition Sponsor LLC
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Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
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Form of Registration Rights Agreement between the Registrant and certain security holders.
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Securities Subscription Agreement, dated March 4, 2021, between the Registrant and Enphys Acquisition Sponsor LLC
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Form of Sponsor Warrants Purchase Agreement between the Registrant and Enphys Acquisition Sponsor LLC
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Form of Indemnity Agreement
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Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Registrant
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Form of Subscription Agreement between the Registrant and the anchor investors.
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Form of Code of Ethics and Business Conduct
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Consent of BDO LLP
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Consent of Walkers, Cayman Islands (included in Exhibit 5.1)
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Consent of Brown Rudnick LLP (included in Exhibit 5.2)
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Power of Attorney (included on signature page to this Registration Statement)
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Consent of Carlos Guimarães
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Consent of José Antonio Aguilar Bueno
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Consent of Federico Carrillo-Zürcher
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Consent of Hélio L. Magalhães
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Consent of Eva Redhe
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Form of Audit Committee Charter
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Form of Compensation Committee Charter
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Form of Nominating and Corporate Governance Committee Charter
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*
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Filed herewith
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**
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Previously filed
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II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 1 3th day of August, 2021.
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ENPHYS ACQUISITION CORP.
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By:
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/s/ Jorge de Pablo
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Name:
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Jorge de Pablo
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.
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Signature
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Title
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Date
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/s/ Jorge de Pablo
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Chief Executive Officer and Director
(principal executive officer)
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August 13 , 2021
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Jorge de Pablo
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/s/ Pär Lindström
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Chief Financial Officer and Director
(principal financial and accounting officer)
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August 13 , 2021
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Pär Lindström
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of
Enphys Acquisition Corp., in the City of New York, State of New York on August 13 , 2021.
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By:
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/s/ Jorge de Pablo
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Name:
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Jorge de Pablo
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Title:
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Chief Executive Officer
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II-5