UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

ENPHYS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40879	87-2010879
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

100 Wall Street, 20th Floor New York, NY		10005
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 854-6565

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share and a fraction of one redeemable warrant	NFYSU	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	NFYS	New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	NFYSW	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 17, 2024, there were 13,070,291 Class A ordinary shares, par value $0.0001 per share (made up of 6,257,791 redeemable Class A ordinary shares and 6,812,500 non-redeemable Class A ordinary shares) and 1,812,500 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Enphys Acquisition Corp.

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION		Page No.
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1
	Condensed Statements of Operations for the Three Months ended March 31, 2024 and 2023 (unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)	3
	Condensed Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited)	4
	Notes to Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION		26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	27
Item 6.	Exhibits	27
SIGNATURES		28

	March 31, 2024			December 31, 2023
	(unaudited)
ASSETS
Current Assets:
Cash	$	159,158		$	112,495
Prepaid expenses		107,474			43,399
Total Current Assets		266,632			155,894

Cash held in Trust Account		67,789,263			108,901,049
Total Assets	$	68,055,895		$	109,056,943

LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	11,043		$	11,043
Accrued expenses		614,163			500,820
Accrued offering costs		4,999			4,999
Sponsor extension note		560,000			300,000
Advance from Sponsor		20,000			—
Notes payable – related parties		500,000			300,000
Total Current Liabilities		1,710,205			1,116,862

Derivative warrant liabilities		1,464,400			1,307,500
Deferred underwriting fees		12,075,000			12,075,000
Total Liabilities		15,249,605			14,499,362

COMMITMENTS AND CONTINGENCIES

Redeemable Class A Ordinary Shares subject to Possible Redemption:
Class A ordinary shares, $0.0001 par value, 6,257,791 and 10,198,205 shares issued and outstanding subject to possible redemption at March 31, 2024 and December 31, 2023, respectively.		67,789,263			108,901,049

Shareholders’ deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 6,812,500 shares issued and outstanding (excluding 6,257,791 and 10,198,205 subject to possible redemption) at March 31, 2024 and December 31, 2023.		681			681
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 1,812,500 shares issued and outstanding at March 31, 2024 and December 31, 2023.		182			182
Additional paid-in capital		—			—
Accumulated deficit		(14,983,836	)		(14,344,331	)
Total Shareholders’ Deficit		(14,982,973	)		(14,343,468	)
Total Liabilities, Redeemable Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	68,055,895			109,056,943

	For the Three Months Ended March 31,
	2024			2023
EXPENSES
Administration fee - related party	$	30,000		$	30,000
Interest expense – related party notes		7,054			-
General and administrative expenses		185,551			151,930
TOTAL EXPENSES		222,605			181,930

OTHER INCOME (EXPENSE)
Income earned on cash and marketable securities held in Trust Account		927,042			3,767,513
Change in fair value of derivative warrant liabilities		(156,900	)		(784,500	)
TOTAL OTHER INCOME		770,142			2,983,013

Net income	$	547,537		$	2,801,083

Weighted average number of Class A ordinary shares subject to redemption outstanding, basic and diluted		7,686,732			34,500,000
Basic and diluted net income per Class A ordinary share subject to redemption	$	0.12		$	0.09

Weighted average number of non-redeemable Class A ordinary shares outstanding, basic and diluted		6,812,500			-
Basic and diluted net loss per non-redeemable Class A ordinary share	$	(0.04	)	$	-

Weighted average number of Class B ordinary shares outstanding, basic and diluted		1,812,500			8,625,000
Basic and diluted net income (loss) per Class B ordinary share	$	(0.04	)	$	(0.02	)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, January 1, 2024		6,812,500	$	681		1,812,500	$	182	$	—	$	(14,344,331	)	$	(14,343,468	)

Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(1,187,042	)		(1,187,042	)

Net income		—		—		—		—		—		547,537			547,537

Balance, March 31, 2024		6,812,500	$	681		1,812,500	$	182	$	—	$	(14,983,836	)	$	(14,982,973	)

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Cash Flows From Operating Activities:
Net income	$	547,537		$	2,801,083
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Realized gains on investment held in Trust Account		—			(3,767,513	)
Change in fair value of derivative warrant liabilities		156,900			784,500
Changes in operating assets and liabilities:
Prepaid expenses		(64,075	)		(6,460	)
Other current assets		—			(66,955	)
Accounts payable and accrued expenses		113,343			(14,035	)
Net Cash Provided By (Used In) Operating Activities		753,705			(269,380	)

Cash Flows From Investing Activities:
Proceeds from redemption of securities held in Trust Account		—			703,744,604
Purchase of securities held in Trust Account		—			(703,744,604	)
Net Cash Provided by Investing Activities		—			—

Cash Flows From Financing Activities:
Proceeds from Sponsor extension note		260,000			—
Advance from Sponsor		20,000
Proceeds from related party notes		200,000			—
Redemption of Class A ordinary shares		(42,298,828	)		—
Net Cash Used in Financing Activities		(41,818,828	)		—

Net change in cash and cash held in Trust Account		(41,065,123	)		(269,380	)

Cash and cash held in Trust at beginning of period(1)		109,013,544			272,922
Cash and cash held in Trust at end of period(2)	$	67,948,421		$	3,542

Supplemental disclosure of non-cash financing activities:

Accretion of Class A ordinary shares to redemption value	$	1,187,042		$	3,767,513

	Number of Shares				Amount
Balance, December 31, 2022		34,500,000		$	350,168,339
Redemption of 24,301,795 Class A ordinary shares		(24,301,795	)		(255,934,080	)
Remeasurement adjustment of carrying value to redemption value		-			14,666,790
Balance, December 31, 2023		10,198,205		$	108,901,049
Redemption of 3,940,414 Class A ordinary shares		(3,940,414	)		(42,298,828	)
Remeasurement adjustment of carrying value to redemption value		-			1,187,042
Balance, March 31, 2024		6,257,791		$	67,789,263

	For the Three Months Ended March 31, 2024
Net income	$	547,537
Accretion of temporary equity to redemption value		(1,187,042	)
Net loss including accretion of temporary equity to redemption value	$	(639,505	)

	For the Three Months Ended March 31, 2024
	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	$	(301,360	)		$	(267,085	)		$	(71,060	)
Allocation of accretion of temporary equity to Class A Ordinary shares		1,187,042				—				—
Allocation of net income (loss)	$	885,682			$	(267,085	)		$	(71,060	)
Denominator:
Weighted-average shares outstanding		7,686,732				6,812,500				1,812,500
Basic and diluted net income (loss) per ordinary share	$	0.12			$	(0.04	)		$	(0.04	)

	For the Three Months Ended March 31, 2023
	Redeemable			Non-Redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(773,144	)		$	(193,286	)
Allocation of accretion of temporary equity to Class A Ordinary shares		3,767,513				—
Allocation of net income (loss)	$	2,994,369			$	(193,286	)
Denominator:
Weighted-average shares outstanding		34,500,000				8,625,000
Basic and diluted net income (loss) per ordinary share	$	0.09			$	(0.02	)

Description	Level		March 31, 2024		December 31, 2023

Liabilities:
Derivative warrant liabilities – Private Placement Warrants		2	$	498,400	$	445,000
Derivative warrant liabilities – Public Warrants		1	$	966,000	$	862,500
			$	1,464,400	$	1,307,500

		Private Placement Warrants				Public Warrants				Total
Fair value at December 31, 2023		$	445,000			$	862,500			$	1,307,500

SEC Form 10-Q filed by Enphys Acquisition Corp.