S-1MEF 1 nt10021332x18_s1mef.htm FORM S-1MEF
As filed with the Securities and Exchange Commission on October 5, 2021.
Registration No. 333-   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ENPHYS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands
6770
87-2010879
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(IRS Employer
Identification No.)

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:
Todd J. Emmerman, Esq.
Philip J. Flink, Esq.
Brown Rudnick LLP
7 Times Square
New York, New York 10036
(212) 209-4800
Derek J. Dostal, Esq.
Deanna L. Kirkpatrick, Esq.
Davis Polk Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

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.  ☒  333-257932

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.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒
 
 

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
Title of Each Class of Securities to be
Registered
Amount Being
Registered
Proposed
Maximum
Offering Price
per Security(1)
Proposed
Maximum
Aggregate
Offering Price(1)
 Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and a fraction of one redeemable warrant(2)
 5,750,000 units $10.00 $57,500,000 $5,330.25
Class A ordinary shares included as part of the units(3)
5,750,000 Shares
—
—
—(5)
Redeemable warrants included as part of the units(4)
2,875,000 Warrants
—
—
—(5)
Total
 
 
$57,500,000
$5,330.25(5)

(1)
Estimated solely for the purpose of calculating the registration fee
(2)
Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-257932).
(3)
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.
(4)
No fee pursuant to Rule 457(g) under the Securities Act.
(5)
The Registrant previously registered securities having a proposed maximum aggregate offering price of $287,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-257932), which was declared effective by the Securities and Exchange Commission on October 5, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $57,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. 
EXPLANATORY NOTE
 
This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional units of Enphys Acquisition Corp., a Cayman Islands company (the “Registrant”), each consisting of one Class A ordinary share and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-257932) (the “Prior Registration Statement”), initially filed by the Registrant on July 15, 2021 and declared effective by the Securities and Exchange Commission on October 5, 2021. The required opinions of counsel and related consents and independent registered public accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporate by reference into this Registration Statement. 
 
CERTIFICATION
 
The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of October 6, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than October 6, 2021.
 
PART II
  
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 16. Exhibits and Financial Statement Schedules.
 
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-257932) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 5th day of October, 2021.

 
ENPHYS ACQUISITION CORP.
 
 
 
By:
​
/s/ Jorge de Pablo
 
Name:
​
Jorge de Pablo
 
Title:
​
Chief Executive Officer

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.

Signature
​
Title
​
Date
 
​
 
​
 
/s/ Jorge de Pablo
​
Chief Executive Officer and Director
(principal executive officer)
​
October 5, 2021
Jorge de Pablo
 
 
​
 
​
 
/s/ Pär Lindström
​
Chief Financial Officer and Director
(principal financial and accounting officer)
​
October 5, 2021
Pär Lindström
 

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 October 5, 2021.

 
By:
/s/ Jorge de Pablo
 
Name:
Jorge de Pablo
 
Title:
Chief Executive Officer