Enphys Acquisition Corp. - Annual Report: 2022 (Form 10-K)

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TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
PART I			4
	Item 1.	Business	4
	Item 1A.	Risk Factors	19
	Item 1B.	Unresolved Staff Comments	46
	Item 2.	Properties	46
	Item 3.	Legal Proceedings	46
	Item 4.	Mine Safety Disclosures	46
PART II			46
	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	46
	Item 6.	[Reserved].	47
	Item 7.	Management’s discussion and analysis of financial condition and results of operations	47
	Item 8.	Financial Statements and Supplementary Data	50
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	50
	Item 9A.	Controls and Procedures	50
	Item 9B.	Other Information	51
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	51
PART III			51
	Item 10.	Directors, Executive Officers and Corporate Governance	51
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	58
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	60
	Item 14.	Principal Accountant Fees and Services	62
PART IV			62
	Item 15.	Exhibits, Financial Statement Schedules	62
	Item 16.	Form 10-K Summary	63

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“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association of the Company;

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“Companies Law” are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time;

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“company,” “we,” “us,” “our,” or “our company” are to Enphys Acquisition Corp., a Cayman Islands exempted company;

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“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement 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 will not be “public shares”);

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“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;

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“initial shareholders” are to our sponsor and each other holder of founder shares upon the consummation of our initial public offering;

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“management” or our “management team” are to our directors and officers;

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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

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“our management team” are to our executive officers and directors;

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“private placement warrants” are to the warrants issued to our sponsor, if any;

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“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;

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“public shares” are to our Class A ordinary shares; and

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“sponsor” are to Enphys Acquisition Sponsor LLC, a Delaware limited liability company.

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our ability to select an appropriate partner business or businesses;

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our ability to complete our initial business combination;

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our expectations around the performance of a prospective partner business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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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;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective partner businesses;

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our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ liquidity and trading;

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the lack of a market for our securities;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties; or

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our financial performance.

ITEM 1.

BUSINESS

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stand to benefit from the energy transition and renewable energy generation trends as well as the electrification of Ibero-America;

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exhibit potential for strong growth and offer potential investment opportunities with attractive returns for our shareholders;

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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;

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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;

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can utilize the extensive networks and insights that our management team have built in the energy sector; and

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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.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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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;

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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

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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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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

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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.

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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

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file proxy materials with the SEC.

Item 1A.

Risk Factors

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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.

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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.

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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.

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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.

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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.

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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.

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The requirement that we consummate an initial business combination within 24 months after the closing 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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary 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;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;

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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

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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.

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restrictions on the nature of our investments; and

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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

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registration as an investment company with the SEC;

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adoption of a specific form of corporate structure; and

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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

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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;

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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;

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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;

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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;

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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

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may not result in adjustment to the exercise price of our warrants.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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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;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A ordinary shares;

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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;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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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.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks, natural disasters and wars; and

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deterioration of political relations with the United States.

Item 1B.

Unresolved Staff Comments

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			44		Chief Executive Officer
Carlos Guimarães			65		Director; Chairman of the Board of Directors
Pär Lindström			52		Chief Financial Officer and Director
Matías de Buján			49		Chief Operating Officer
José Antonio Aguilar Bueno			58		Director
Federico Carrillo-Zürcher			58		Director
Hélio L. Magalhães			71		Director
Eva Redhe			60		Director

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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;

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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;

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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;

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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

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setting clear hiring policies for employees or former employees of the independent auditors;

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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

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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;

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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”

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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

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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.

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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;

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developing and recommending to our Board of Directors and overseeing implementation of our corporate governance guidelines;

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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

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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

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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;

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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;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

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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;

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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

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directors should not improperly fetter the exercise of future discretion;

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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

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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

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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.

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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 Class A ordinary 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 within 24 months from the closing of our initial public offering 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.

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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

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each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; and

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each of our executive officers and directors; and

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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)			6,494,800				75.3	%			—				—				15.1	%
Fir Tree Capital Management LP (4)			—				—				2,764,836				8.0	%			6.4	%
Radcliffe Capital Management, L.P. (5)			—				—				2,469,890				7.2	%			5.7	%
Polar Asset Management Partners Inc. (6)			—				—				2,367,600				6.9	%			5.5	%
MAGNETAR FINANCIAL LLC (7)			—				—				2,594,895				7.5	%			6.0	%
Teacher Retirement System of Texas (8)			—				—				2,475,000				7.2	%			5.7	%
Sea Otter Securities Group LLC (9)			—				—				2,475,000				7.2	%			5.7	%
Cantor Fitzgerald Securities (10)			—				—				2,500,000				7.2	%			5.8	%
Aristeia Capital, L.L.C.(11)			—				—				2,356,490				6.8	%			5.5	%
Jose Antonio Aguilar Bueno			—				—				—				—				—
Matías de Buján			—				—				—				—				—
Charles Homcy			—				—				—				—				—
Federico Carrillo- Zürcher			—				—				—				—				—
Carlos Guimarães			—				—				—				—				—
Pär Lindström			—				—				—				—				—
Hélio L. Magalhães			—				—				—				—				—
Eva Redhe			—				—				—				—				—
Jorge de Pablo			6,494,800				75.3	%			—				—				15.1	%
All officers and directors as a
group (nine individuals)(6)			6,494,800				75.3	%			—				58.0	%			76.5	%

(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 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, 2023 by Fir Tree Capital Management LP, a Delaware limited partnership (“Fir Tree Capital”),  55 West 46th Street, 29th Floor New York, NY 10036. Fir Tree Capital may be deemed to be the beneficial owner of 2,764,836 Class A ordinary shares, over which it has sole investment and voting power.

(5)

Based on a Schedule 13G filed on February 14, 2023 by Radcliffe Capital Management, L.P (“Radcliffe”), RGC Management Company, LLC, Steven B. Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P and Radcliffe SPAC GP, LLC, 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004. Radcliffe may be deemed to be the beneficial owner of 2,469,890 Class A ordinary shares, over which it has shared investment and voting power.

(6)

Based on a Schedule 13G filed on February 10, 2023 by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (“Polar”), 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. Polar may be deemed to be the beneficial owner of 2,367,600 Class A ordinary shares, over which it has sole investment and voting power.

(7)

Based on a Schedule 13G filed on January 27, 2023 by MAGNETAR FINANCIAL LLC (“Magnetar Financial”), Magnetar Capital Partners LP, Supernova Management LLC, David J. Snyderman, 16 East 45th Street, 13th Floor, New York, NY, 10017. Magnetar Financial may be deemed to be the beneficial owner of 2,594,895 Class A ordinary shares, over which it has shared investment and voting power.

(8)

Based on a Schedule 13G filed on August 5, 2022 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 2,475,000 Class A ordinary shares, over which it has sole investment and voting power.

(9)

Based on a Schedule 13G filed on October 12, 2021 by Sea Otter Securities Group LLC, a Delaware limited liability company (“Sea Otter Securities”), 107 Grand St, 7th Floor, New York, New York 10013. Sea Otter Securities may be deemed to be the beneficial owner of 2,475,000 Class A ordinary shares, over which it has sole investment and voting power.

(10)

Based on a Schedule 13G filed on October 17, 2022 by Cantor Fitzgerald Securities, Cantor Fitzgerald, L.P., CF Group Management, Inc., Howard W. Lutnick, 110 East 59th Street, New York, New York 10022. Cantor Fitzgerald Securities may be deemed to be the beneficial owner of 2,500,000 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, 2022 – December 31, 2022				For the Period from March 3, 2021- December 31, 2021
Audit Fees(1)		$	111,805			$	150,220
Audit-Related Fees(2)		$	—			$	—
Tax Fees(3)		$	—			$	—
All Other Fees(4)		$	—			$	—
Total		$	111,805			$	150,220

(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		Underwriting Agreement, dated October 5, 2021, by and between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters.(2)
3.1		Amended and Restated Memorandum and Articles of Association.(2)
4.1		Form of Specimen Unit Certificate. (1)
4.2		Form of Specimen Ordinary Share Certificate. (1)
4.3		Form of Specimen Warrant Certificate.(1)
4.4		Description of Securities.*

Exhibit No.		Description
4.5		Warrant Agreement, dated as of October 5, 2021, between the Company and Continental Stock Transfer & Trust Company.(2)
10.1		Promissory Note, dated as of March 4, 2021, issued to Enphys Acquisition Sponsor LLC. (1)
10.2		Form of Subscription Agreement by and between the Company and each of the anchor investors. (2)
10.3		Investment Management Trust Agreement, dated as of October 5, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee agent. (2)
10.4		Registration and Shareholder Rights Agreement, dated as of November 17, 2020, between the Company and the Sponsor. (2)
10.5		Sponsor Warrants Purchase Agreement, dated as of October 5, 2021, by and between the Company and Enphys Acquisition Sponsor LLC.(2)
10.6		Letter Agreement, dated as of October 5, 2021, by and among the Company, its officers, its directors and Enphys Acquisition Sponsor LLC. (2)
10.7		Administrative Support Agreement, dated October 5, 2021, by and between the Company and Enphys Acquisition Sponsor LLC. (2)
10.8		Form of Upsizing Letter Agreement by and between the Company and each of the anchor investors. (2)
10.9		Form of Indemnity Agreement by and between the Company and each of the officers and directors of the Company. (2)
14.1		Form of Code of Ethics and Business Conduct. (1)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*	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.

Item 16.

Form 10-K Summary

April 13, 2023
	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 13, 2023
Jorge de Pablo		(Principal Executive Officer)
/s/ Pär Lindström		Chief Financial Officer and Director		April 13, 2023
Pär Lindström		(Principal Financial and Accounting Officer)
/s/ José Antonio Aguilar Bueno		Director		April 13, 2023
José Antonio Aguilar Bueno
/s/ Federico Carrillo-Zürcher		Director		April 13, 2023
Federico Carrillo-Zürcher
/s/ Hélio L. Magalhães		Director		April 13, 2023
Hélio L. Magalhães
/s/ Eva Redhe		Director		April 13, 2023
Eva Redhe