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, 2022

☐	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)

216 East 45th Street 13th Floor New York, NY		10017
(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(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and a fraction of one redeemable warrant	NFYS.U	New York Stock Exchange
Class A ordinary shares included as part of the units	NFYS	New York Stock Exchange
Redeemable warrants included as part of the units	NFYS.WS	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 19, 2022 there were 34,500,000 Class A ordinary shares, par value $0.0001 per share, and 8,625,000 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, 2022 (unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the Three Months ended March 31, 2022 and for the period March 3, 2021 (inception) through March 31, 2021	2
	Condensed Statements of Changes in Stockholders’ Deficit for the Three Months ended March 31, 2022 and for the period March 3, 2021 (inception) through March 31, 2021	3
	Condensed Statements of Cash Flows for the Three Months ended March 31, 2022 and for the period March 3, 2021 (inception) through March 31, 2021	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION		22
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
SIGNATURES		24

	March 31, 2022			December 31, 2021
	(unaudited)
ASSETS
Current Assets:
Cash	$	871,413		$	811,442
Prepaid expenses		270,288			276,800
Due from Sponsor		—			100,000
Total Current Assets		1,141,701			1,188,242

Marketable securities held in Trust Account		345,089,903			345,030,847

Prepaid expenses, non-current		193,470			187,908
Total Assets	$	346,425,074		$	346,406,997

LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	199,776		$	36,312
Accrued offering costs		186,571			204,142
Total Current Liabilities		386,347			240,454

Warrant liabilities		7,163,700			12,949,000
Deferred underwriting commission		12,075,000			12,075,000
Total liabilities		19,625,047			25,264,454

COMMITMENTS AND CONTINGENCIES (Note 6)
Redeemable Class A Ordinary Shares subject to Possible Redemption:
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 34,500,000 shares issued and outstanding subject to possible redemption		345,089,903			345,030,847

Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 8,625,000 shares issued and outstanding		863			863
Additional paid-in capital		—			—
Accumulated deficit		(18,290,739	)		(23,889,167	)
Total Shareholders’ Deficit		(18,289,876	)		(23,888,304	)
Total Liabilities, Redeemable Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	346,425,074			346,406,997

	For the Three Months Ended March 31, 2022			For the Period From March 3, 2021 (Inception) Through March 31, 2021

EXPENSES
Administration fee - related party	$	30,000		$	—
General and administrative		156,872			8,530
Total expenses		186,872			8,530

LOSS FROM OPERATIONS		(186,872	)		(8,530	)

OTHER INCOME
Earnings from marketable securities held in Trust Account		59,056			—
Change in fair value of warrant liabilities		5,785,300			—
TOTAL OTHER INCOME		5,844,356			—

Net income (loss)	$	5,657,484		$	(8,530	)

Weighted average number of Class A ordinary shares outstanding, basic and diluted		34,500,000
Basic and diluted net income per Class A ordinary share	$	0.13

Weighted average number of Class B ordinary shares outstanding, basic and diluted		8,625,000			7,500,000
Basic and diluted net income (loss) per Class B ordinary share	$	0.13		$	(0.00	)

	Class B				Additional
	Ordinary Shares				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		8,625,000	$	863	$	—	$	(23,889,167	)	$	(23,888,304	)

Current period accretion of Class A ordinary shares to redemption value		—		—		—		(59,056	)		(59,056	)

Net income		—		—		—		5,657,484			5,657,484
Balance as of March 31, 2022		8,625,000	$	863	$	—	$	(18,290,739	)	$	(18,289,876	)

				For the Period From March 3, 2021
	For the Three Months Ended March 31, 2022			(Inception) Through March 31, 2021
Cash Flows From Operating Activities:
Net income (loss)	$	5,657,484		$	(8,530	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Earnings on marketable securities held in the Trust Account		(59,056	)		—
Change in fair value of derivative liabilities		(5,785,300	)		—
Changes in operating assets and liabilities:
Prepaid expenses		6,512			—
Other assets		(5,562	)		—
Accounts payable and accrued expenses		163,464			8,530
Net Cash Used In Operating Activities		(22,458	)		—

Cash Flows From Financing Activities:
Proceeds from repayment of Sponsor note receivable		100,000			—
Payment of offering costs		(17,571	)		—
Net Cash Provided By Financing Activities		82,429			—

Net change in cash		59,971			—

Cash at beginning of period		811,442			—
Cash at end of period	$	871,413		$	—

Supplemental disclosure of non-cash financing activities:

Deferred offering costs included in accrued offering costs	$	—		$	128,000
Current period accretion of Class A ordinary shares to redemption value	$	59,056		$	—

Gross proceeds	$	345,000,000
Less:
Issuance costs allocated to Class A ordinary shares		(32,658,945	)
Proceeds allocated to Public Warrants		(11,212,500	)
		(43,871,445	)
Plus:
Remeasurement adjustment of carrying value to redemption value		43,902,292
Balance, December 31, 2021	$	345,030,847
Remeasurement adjustment of carrying value to redemption value		59,056
Balance, March 31, 2022	$	345,089,903

	For the Three Months Ended March 31, 2022

Net income	$	5,657,484
Accretion of temporary equity to redemption value		(59,056	)
Net income including accretion of temporary equity to redemption value	$	5,598,428

	For the period from March 3, 2021
	(Inception) to December 31, 2021
	Redeemable		Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	4,478,742	$	1,119,686
Deemed dividend for accretion of temporary equity to redemption value		59,056		-
Allocation of net income	$	4,537,798	$	1,119,686
Denominator:
Weighted-average shares outstanding		34,500,000		8,625,000
Basic and diluted net income (loss) per ordinary share	$	0.13	$	0.13

	For the Period From March 3, 2021 (inception) Through March 31, 2021
Numerator: Loss allocable to Class B ordinary shares		(8,530	)
Denominator: Basic and diluted weighted average shares outstanding		7,500,000
Basic and diluted net loss per share, Class B ordinary shares		(0.00	)

Description	Level		March 31, 2022		December 31, 2021

Assets:
Investments held in Trust Account		1	$	345,089,903	$	345,030,847

Liabilities:
Warrant liability – Private Placement Warrants		2	$	2,333,700	$	4,324,000
Warrant liability – Public Warrants		1		4,830,000		8,625,000
			$	7,163,700	$	12,949,000

	Private Placement Warrants			Public Warrants			Total
Fair value at December 31, 2021	$	4,324,000		$	8,625,000		$	12,949,000
Change in fair value		(1,990,300	)		(3,795,000	)		(5,785,300	)
Fair value at March 31, 2022	$	2,333,700		$	4,830,000		$	7,163,700

Exhibit Number		Description

31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

Document 101.DEF* Inline XBRL Taxonomy Extension Definition

Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label

Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension

Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

	ENPHYS ACQUISITION CORP.

Date: May 20, 2022	By:	/s/ Pär Lindström
	Name: Pär Lindström
	Title: Chief Financial Officer

SEC Form 10-Q filed by Enphys Acquisition Corp.