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~~June 3130, 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~~OTC Pink: NFSUF	~~New York Stock Exchange~~N/A
Class A ordinary shares, par value $0.0001 per share	~~NFYS~~OTC Pink: NFSCF	~~New York Stock Exchange~~N/A
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	~~NFYSW~~OTC Pink: NFSWF	~~New York Stock Exchange~~N/A

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~~August 1716, 2024, there were 1310,~~070~~341,~~291~~193 Class A ordinary shares, par value $0.0001 per share (made up of 63,~~257~~528,~~791~~693 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 Balance Sheets as of June 30, 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 Operations for the Three and Six Months ended June 30, 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 Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024, and 2023 (unaudited)	3
	Condensed Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited)	4
	Condensed Statements of Cash Flows for the Six Months ended June 30, 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	2023
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2429
Item 4.	Controls and Procedures	2529
PART II. OTHER INFORMATION		2630
Item 1.	Legal Proceedings	2630
Item 1A.	Risk Factors	2630
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	2631
Item 3.	Defaults Upon Senior Securities	2631
Item 4.	Mine Safety Disclosures	2631
Item 5.	Other Information	2732
Item 6.	Exhibits	2732
SIGNATURES		2833

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Item 1.

Financial Statements

ENPHYS ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
	(unaudited)
ASSETS
Current Assets:
Cash	$	~~159~~30,~~158~~414		$	112,495
Prepaid expenses		~~107~~106,~~474~~179			43,399
Total Current Assets		~~266~~136,~~632~~593			155,894
Cash held in Trust Account		6738,~~789~~785,~~263~~075			108,901,049
Total Assets	$	6838,~~055~~921,~~895~~668		$	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~~663,~~163~~833			500,820
Accrued offering costs		4,999			4,999
Sponsor extension note		~~560~~770,000			300,000
Advance from Sponsor		20,000			—
Notes payable – related parties		500,000			300,000
Total Current Liabilities		1,~~710~~969,~~205~~875			1,116,862
Derivative warrant liabilities		1915,~~464,400~~250			1,307,500
Deferred underwriting fees		12,075,000			12,075,000
Total Liabilities		1514,~~249~~960,~~605~~125			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
Class A ordinary shares, $0.0001 par value, 3,528,693 and 10,198,205 shares issued and outstanding subject to possible redemption at June 30, 2024 and December 31, 2023, respectively.		38,785,075			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 A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 6,812,500 shares issued and outstanding (excluding 3,528,693 and 10,198,205 subject to possible redemption) at June 30, 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
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 1,812,500 shares issued and outstanding at June 30, 2024 and December 31, 2023.		182			182
Additional paid-in capital		—			—
Accumulated deficit		(14,~~983~~824,~~836~~395	)		(14,344,331	)
Total Shareholders’ Deficit		(14,~~982~~823,~~973~~532	)		(14,343,468	)
Total Liabilities, Redeemable Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	6838,~~055~~921,~~895~~668			109,056,943

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ENPHYS ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(~~unaudited~~UNAUDITED)

	For the Three Months Ended March 31,
	For the Three Months Ended						For the Six Months Ended
	2024			2023
	June 30,						June 30,
EXPENSES
	2024			2023			2024			2023
Administration fee - related party	$	30,000		$	30,000
EXPENSES
Interest expense – related party notes		7,054			-
Administration fee - related party	$	30,000		$	30,000		$	60,000		$	60,000
General and administrative expenses		185,551			151,930
Interest expense – related party notes		10,414			—			17,468			—
TOTAL EXPENSES		222,605			181,930
General and administrative expenses		139,295			151,497			324,846			303,427
OTHER INCOME (EXPENSE)
TOTAL EXPENSES		179,709			181,497			402,314			363,427
Income earned on cash and marketable securities held in Trust Account		927,042			3,767,513
OTHER INCOME (EXPENSE)
Change in fair value of derivative warrant liabilities		(156,900	)		(784,500	)
Income earned on cash and marketable securities held in Trust Account		664,154			4,138,987			1,591,196			7,906,500
TOTAL OTHER INCOME		770,142			2,983,013
Change in fair value of derivative warrant liabilities		549,150			1,827,885			392,250			1,043,385
Net income	$	547,537		$	2,801,083
TOTAL OTHER INCOME, NET		1,213,304			5,966,872			1,983,446			8,949,885
Weighted average number of Class A ordinary shares subject to redemption outstanding, basic and diluted		7,686,732			34,500,000
Net income (loss)	$	1,033,595		$	5,785,375		$	1,581,132		$	8,586,458
Basic and diluted net income per Class A ordinary share subject to redemption	$	0.12		$	0.09
Weighted average number of Class A ordinary shares subject to redemption outstanding, basic and diluted		5,508,039			34,500,000			6,597,386			34,500,000
Weighted average number of non-redeemable Class A ordinary shares outstanding, basic and diluted		6,812,500			-
Basic and diluted net income per Class A ordinary share subject to redemption	$	0.17		$	0.16		$	0.28		$	0.24
Basic and diluted net loss per non-redeemable Class A ordinary share	$	(0.04	)	$	-
Weighted average number of non-redeemable Class A ordinary shares outstanding, basic and diluted		6,812,500			—			6,812,500			—
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 non-redeemable Class A ordinary share	$	0.01		$	—		$	(0.03	)	$	—
Basic and diluted net income (loss) per Class B ordinary share	$	(0.04	)	$	(0.02	)
Weighted average number of Class B ordinary shares outstanding, basic and diluted		1,812,500			8,625,000			1,812,500			8,625,000
Basic and diluted net income (loss) per Class B ordinary share	$	0.01		$	0.04		$	(0.03	)	$	0.02

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ENPHYS ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

For the three and six months ended ~~March~~June 3130, 2024

	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	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(874,154	)		(874,154	)
Net income		—		—		—		—		—		1,033,595			1,033,595
Balance, June 30, 2024		6,812,500	$	681		1,812,500	$	182	$	—	$	(14,824,395	)	$	(14,823,532	)

For the three and six months ended ~~March~~June 3130, 2023

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, January 1, 2023		—	$	—		8,625,000	$	863	$	—	$	(14,210,020	)	$	(14,209,157	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(3,767,513	)		(3,767,513	)
Net income		—		—		—		—		—		2,801,083			2,801,083
Balance, March 31, 2023		—	$	—		8,625,000	$	863	$	—	$	(15,176,450	)	$	(15,175,587	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(4,138,987	)		(4,138,987	)
Net income		—		—		—		—		—		5,785,375			5,785,375
Balance, June 30, 2023		—	$	—		8,625,000	$	863	$	—	$	(13,530,062	)	$	(13,529,199	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ENPHYS ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended
	For the Six Months Ended
	March 31, 2024			March 31, 2023
	June 30, 2024			June 30, 2023
Cash Flows From Operating Activities:
Net income	$	~~547~~1,~~537~~581,132		$	28,~~801~~586,~~083~~458
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Realized gains on investment held in Trust Account		—			(37,~~767~~906,~~513~~500	)
Change in fair value of derivative warrant liabilities		~~156~~(392,~~900~~250	)		~~784~~(1,~~500~~043,385	)
Changes in operating assets and liabilities:
Prepaid expenses		(6462,~~075~~780	)		(681,~~460~~167	)
Other current assets		—			(66,955	)
Accounts payable and accrued expenses		163,013			17,564
Accounts payable and accrued expenses		113,343			(14,035	)
Net Cash Provided By (Used In) Operating Activities		1,289,115			(264,696	)
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~~1,~~744~~775,~~604~~224,853
Purchase of securities held in Trust Account		—			(~~703~~1,~~744~~417,~~604~~150,014	)
Net Cash Provided by Investing Activities		—			—358,074,839
Cash Flows From Financing Activities:
Proceeds from Sponsor extension note		~~260~~470,000			—
Advance from Sponsor		20,000
Proceeds from related party notes		200,000			—
Redemption of Class A ordinary shares		(4272,~~298~~177,~~828~~170	)		—
Net Cash Used in Financing Activities		(4171,~~818~~487,~~828~~170	)		—
Net change in cash and cash held in Trust Account		(4170,~~065~~198,~~123~~055	)		~~(269~~357,~~380~~810,143	)
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)	$	6738,~~948~~815,~~421~~489		$	3358,~~542~~083,065
Supplemental disclosure of non-cash financing activities:
Accretion of Class A ordinary shares to redemption value	$	12,~~187~~061,~~042~~196		$	3,767,513

(1)	As of December 31, 2023, there was $108,901,049 of cash held in the Trust account. There was no cash held in the Trust Account as of December 31, 2022.

(2) As of ~~March~~June 3130, 2024 and 2023, there was $6738,~~789~~785,~~263~~075 ofand ~~cash~~$358,074,839 ~~held~~of ~~in the Trust account. There was no~~ cash held in the Trust ~~Account as of March 31~~account, ~~2023~~respectively.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ENPHYS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Enphys Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 3, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~March~~June 3130, 2024, the Company had not commenced any operations. All activity for the period from March 3, 2021 (inception) through ~~March~~June 3130, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the cash raised in the Initial Public Offering and held in the Trust.

On October 6, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to vote on certain proposals as described below. At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company must consummate a business combination from October 8, 2023 to February 8, 2024 (the “Extended Date”).

On October 17, 2023 and October 23, 2023, holders of 6,812,500 Class B ordinary shares of the Company voluntarily elected to convert such shares of Class B Common Stock to shares of Class A ordinary shares on a one-for-one basis in accordance with the Company’s amended and restated memorandum and articles of association.

Additionally, the Company’s public stockholders elected to redeem 24,301,795 shares of Class A Common Stock at a redemption price of approximately $10.53 per share, for an aggregate redemption amount of approximately $256 million.

On February 2, 2024, the Company held an extraordinary general meeting of the shareholder’s (the “Second Extraordinary General Meeting”) to vote on certain proposals as described below. At the Second Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Second Extension Amendment”) to extend the date by which the Company must consummate a business combination from February 8, 2024 to June 8, 2024 (the “Second Extended Date”).

Additionally, the Company’s shareholders elected to redeem 3,940,414 ~~public~~Public ~~shares~~Shares of the Company at a redemption price of approximately $10.73 per share, for an aggregate redemption amount of approximately $42.3 million (the “Second Redemption”). After the satisfaction of the Second Redemption on February 2, 2024, the balance in the Trust Account was approximately $67.2 million. ~~As of March 31, 2024, the~~ ~~balance in the Trust Account was approximately $67.8 million.~~

~~Initial~~On ~~Financing~~June 5, 2024, the Company held an extraordinary general meeting of the shareholder’s (the “Third Extraordinary General Meeting”) to vote on certain proposals as described below. At the Third Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and ~~Sponsor~~restated memorandum and articles of association (the “Third Extension Amendment”) to extend the date by which the Company must consummate a business combination from June 8, 2024 to December 8, 2024 (the “Third Extended Date”).

~~The~~ ~~registration~~Additionally, ~~statement for~~ the Company’s ~~Initial~~shareholders ~~Public~~elected ~~Offering~~to ~~was~~redeem ~~declared effective on October 5~~2,729,098 ~~2021.~~Public OnShares ~~October 8,~~of ~~2021,~~ the Company ~~consummated~~at ~~the~~a ~~Initial~~redemption ~~Public~~price ~~Offering~~ of 30approximately $10.095 ~~million~~per ~~units (“Units” and~~share, for ~~with~~an ~~respect~~aggregate toredemption ~~the~~amount ~~ordinary~~of ~~shares included~~approximately in$29.9 ~~the~~million ~~Units being offered,~~ (the “~~Public~~Third ~~Shares~~Redemption”),. ~~generating~~As ~~gross~~of ~~proceeds~~June of30, ~~$300~~2024,~~000,000,~~ ~~which~~the isbalance ~~described~~ in ~~Note~~the Trust 3Account was approximately $38.8 million.

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On July 24, 2024, the Company received correspondence from the staff of NYSE Regulation (the “Staff”) of the New York Stock Exchange (“NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s Public Shares, Units, and Public Warrants from the NYSE pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000.

Trading in the Company’s Public Shares, Units, and Public Warrants on the NYSE was suspended immediately on July 24, 2024. Effective as of July 25, 2024, the Company’s Public Shares, Units, and Public Warrants began to be quoted and traded in the over-the-counter (“OTC”) market under the ticker symbols “NFSCF,” “NFSUF,” and “NFSWF,” respectively.

Initial Financing and Sponsor

The registration statement for the Company’s Initial Public Offering was declared effective on October 5, 2021. On October 8, 2021, the Company consummated the Initial Public Offering of 30.0 million units (“Units” and, with respect to the ordinary shares included in the Units offered, the “Public Shares” and with respect to the redeemable warrants included in the Units, the “Public Warrants”), generating gross proceeds of $300,000,000, which is described in Note 3.

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Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 8.0 million warrants (the “Private Placement Warrants”) to Enphys Acquisition Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $8.0 million.

On October 8, 2021, the underwriters purchased an additional 4.5 million Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $45,000,000. Also, in connection with the partial exercise of the over-allotment option, the Sponsor purchased an additional 900,000 Private Placement Warrants at a purchase price of $1.00 per warrant.

Trust Account

Following the closing of the Initial Public Offering and the exercise of the overallotment option on October 8, 2021, an amount of $345.0 million ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and $6.9 million from the Private Placement Warrants were placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. On October 10, 2023, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed Continental, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in an interest-bearing demand deposit account currently yielding interest of approximately 4.5% per annum until the earlier of the consummation of our initial business combination or liquidation.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded as temporary equity upon the completion of the Initial Public Offering and subsequently accreted to redemption value in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity.

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The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the U.S. Securities and Exchange Commission’s (“SEC”) “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Class B ordinary shares previously issued in March 2021 (including Class B ordinary shares converted to Class A ordinary shares) (the “Founder Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shares’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company has not completed a Business Combination within 3238 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting fees held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

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In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per ~~public~~Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern, Liquidity and Management’s Plan

As of ~~March~~June 3130, 2024, the Company had $~~159~~30,~~158~~414 in cash and working capital deficit of $1,~~443~~833,~~573~~282. As of December 31, 2023, the Company had $112,495 in cash and working capital deficit of $960,968.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Combination Period is less than one year from the date of the issuance of the financial statements. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period and the Company does not have sufficient cash and working capital to sustain its operation. As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Risks and Uncertainties

Management continues to evaluate the impact of global conflicts and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases, on the industry and has concluded that while it is reasonably possible that such events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 16, 2024. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of ~~March~~June 3130, 2024 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and six months ended ~~March~~June 3130, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

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Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~March~~June 3130, 2024 and December 31, 2023.

Cash held in Trust Account

At ~~March~~June 3130, 2024 and December 31, 2023, all of the assets held in the Trust Account were in an interest bearing demand deposit account. Gains and losses resulting from the change in fair value of these securities are recorded to net income each period. At ~~March~~June 3130, 2024 and December 31, 2023, the cash held in the Trust Account totaled $6738,~~789~~785,~~263~~ 075 and $108,901,049, respectively.

Class A Ordinary Shares subject to Possible Redemption

The Company’s Class A ordinary shares subject to possible redemption contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~March~~June 3130, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional capital, in accumulated deficit, in the statements of changes in shareholders’ deficit.

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At ~~March~~June 3130, 2024 and December 31, 2023, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table:

	Number of Shares			Amount	~~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	)
Redemption of 6,669,512 Class A ordinary shares		(6,669,512	)		(72,177,170	)
Remeasurement adjustment of carrying value to redemption value		-			12,~~187~~061,~~042~~196
Balance, March 31, 2024		6,257,791		$	67,789,263
Balance, June 30, 2024		3,528,693		$	38,785,075

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~March~~June 3130, 2024 and 2023. The Company is currently not aware of any issues under review that could ~~could~~ result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.

Net Income per Share

Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings and losses per ordinary share is the same as basic earnings and losses per ordinary share for the periods presented. The warrants are exercisable to purchase 26,150,000 Class A ordinary shares in the aggregate.

~~The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended March 31, 2024:~~11

	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	)

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	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	)

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2024:

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended March 31, 2023:

	For the Three Months Ended June 30, 2024
Net income	$	1,033,595
Accretion of temporary equity to redemption value		(874,154	)
Net income including accretion of temporary equity to redemption value	$	159,441

	For the Three Months Ended March 31, 2023
		For the Three Months Ended June 30, 2024
Net income		$	2,801,083
		Class A Redeemable			Class A Non-Redeemable		Class B Non-Redeemable
Accretion of temporary equity to redemption value			(3,767,513	)
Basic and diluted net income per share:
Net loss including accretion of temporary equity to redemption value		$	(966,430	)
Numerator:
Allocation of net income including accretion of temporary equity		$	62,139		$	76,855	$	20,447
Allocation of accretion of temporary equity to Class A Ordinary shares			874,154			—		—
Allocation of net income		$	936,293		$	76,855	$	20,447
Denominator:
Weighted-average shares outstanding			5,508,039			6,812,500		1,812,500
Basic and diluted net income per ordinary share		$	0.17		$	0.01	$	0.01

	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	)

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2024:

	For the Six Months Ended June 30, 2024
Net income	$	1,581,132
Accretion of temporary equity to redemption value		(2,061,196	)
Net loss including accretion of temporary equity to redemption value	$	(480,064	)

	For the Six Months Ended June 30, 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	$	(208,060	)	$	(214,844	)	$	(57,160	)
Allocation of accretion of temporary equity to Class A Ordinary shares		2,061,196			—			—
Allocation of net income (loss)	$	1,853,136		$	(214,844	)	$	(57,160	)
Denominator:
Weighted-average shares outstanding		6,597,386			6,812,500			1,812,500
Basic and diluted net income (loss) per ordinary share	$	0.28		$	(0.03	)	$	(0.03	)

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2023:

	For the Three Months Ended June 30, 2023
Net income	$	5,785,375
Accretion of temporary equity to redemption value		(4,138,987	)
Net income including accretion of temporary equity to redemption value	$	1,646,388

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	For the Three Months Ended
	June 30, 2023
	Redeemable		Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity	$	1,317,110	$	329,278
Allocation of accretion of temporary equity to Class A Ordinary shares		4,138,987		—
Allocation of net income	$	5,456,097	$	329,278
Denominator:
Weighted-average shares outstanding		34,500,000		8,625,000
Basic and diluted net income per ordinary share	$	0.16	$	0.04

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2023:

	For the Six Months Ended June 30, 2023
Net income	$	8,586,458
Accretion of temporary equity to redemption value		(7,906,500	)
Net loss including accretion of temporary equity to redemption value	$	679,958

	For the Six Months Ended
	June 30, 2023
	Redeemable		Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity	$	543,966	$	135,992
Allocation of accretion of temporary equity to Class A Ordinary shares		7,906,500		—
Allocation of net income	$	8,450,466	$	135,992
Denominator:
Weighted-average shares outstanding		34,500,000		8,625,000
Basic and diluted net income per ordinary share	$	0.24	$	0.02

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. As of ~~March~~June 3130, 2024 and December 31, 2023, the Company has not experienced losses on this account. The Company places its cash with major banks and monitors the credit ratings of such banks. The concentration of cash in our Trust Account as of ~~March~~June 3130, 2024 exposes the Company to increased credit risk with such banks.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

11• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• ~~Table~~Level of2, ~~Contents~~ defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices or similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●• Level 13, defined as ~~observable~~unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as ~~quoted~~valuations ~~prices~~derived ~~(unadjusted)~~from ~~for~~valuation ~~identical~~techniques ~~instruments~~ in ~~active~~which ~~markets;~~one or more significant inputs or significant value drivers are unobservable.

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices or similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The fair value of the Company’s financial assets and liabilities, except for derivative warrant liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature (see Note 8).

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Derivative Warrant Liabilities

The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the balance to fair value at each reporting date. This liability is re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. Such warrant classification is also subject to re-evaluation at each reporting period.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 - PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 8,000,000 warrants (the “Private Placement Warrants”) to Enphys Acquisition Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $8,000,000.

In connection with the exercise of the over-allotment option, the Sponsor purchased an additional 900,000 Private Placement Warrants at a purchase price of $1.00 per warrant.

A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

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NOTE 4 - RELATED PARTIES

Founder Shares

During the period ended March 4, 2021, the Sponsor received 7,187,500 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000 in exchange for paying certain expenses on behalf of the Company. On October 5, 2021, the Company effected a share capitalization issuing 0.2 of a share for each ordinary share in issue, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Upon exercise of the underwriter’s overallotment option, these shares are no longer subject to forfeiture. Concurrent with the offering, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors as consideration for services already performed on behalf of the Company. These 80,000 Founder Shares were not subject to forfeiture in the event that the underwriter’s did not exercise the over-allotment option. Upon transfer of these shares, the Company recorded $557,600 of share-based compensation for services provided by the independent directors in 2021.

Upon close of the Initial Public Offering, the anchor investors received 2,050,200 Founder Shares (“Anchor Shares”) with the Company cancelling an equivalent number of shares. The grant date fair value of the shares transferred was $6.97 per share or an aggregate of $14,289,894 which was treated as an offering cost in accordance with Staff Accounting Bulletin 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering in the same proportion that the proceeds were allocated to such instruments.

The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

On October 17, 2023 and October 23, 2023, in connection with the Extension Amendment, 6,812,500 Founder Shares were converted into Class A ordinary shares (see Note 1).

General and Administrative Services

Commencing on the date the Units were first listed on the NYSE, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended ~~March~~June 3130, 2024 and 2023, the Company recorded $30,000 respectively in fees pursuant to the agreement, which are recorded in the statements of operations. During the six months ended June 30, 2024 and 2023, the Company recorded $60,000 respectively in fees pursuant to the agreement, which are recorded in the statements of operations. As of ~~March~~June 3130, 2024 and December 31, 2023, $~~300~~330,000 and $270,000, respectively, was due to the Sponsor which is included in accounts payable and accrued expenses on the accompanying balance sheets.

Extension Notes

On October 10, 2023, the Company issued a promissory note (the “First Extension Note”) to the Sponsor or its registered assigns or successors in interest (the “Payee”), pursuant to which the Payee agreed that the Payee or one or more of its affiliates or designees will deposit into the Company’s trust account established in connection with its initial public offering an amount equal to the lesser of (i) $0.025 per Class A ordinary share of the Company multiplied by the number of Class A ordinary shares of the Company then outstanding and (ii) $100,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) February 8, 2024 (the “Extended Date”). The maximum aggregate amount of deposits shall be $400,000. The extension note is non-interest bearing and payable promptly on the date on which the Company consummates the Business Combination. As of ~~March~~June 3130, 2024, a total of $400,000 was deposited into the Trust Account pursuant to this agreement.

On February 6, 2024, the Company issued a promissory note (the “Second Extension Note”) to Enphys Management Company LLC, pursuant to which Enphys Management Company LLC agreed that it or one or more of its affiliates or designees will deposit into the Company’s Trust Account an amount equal to the lesser of (i) $0.02 per public share of the Company multiplied by the number of public shares of the Company then outstanding and (ii) $80,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) June 8, 2024. The maximum aggregate amount of deposits shall be $320,000. The Second Extension Note is non-interest bearing and payable promptly on the date on which the Company consummates the Business Combination. As of March 31, 2024, a total of $160,000 was deposited into the Trust Account pursuant to this agreement.16

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AsOn ofFebruary ~~March 31~~6, 2024, ~~and~~the ~~December~~Company ~~31,~~issued ~~2023~~a promissory note (the “Second Extension Note”) to Enphys Management Company LLC, ~~there~~pursuant ~~was~~to awhich Enphys Management Company LLC agreed that it or one or more of its affiliates or designees will ~~total~~deposit into the Company’s Trust Account an amount equal to the lesser of (i) $~~560~~0.02 per Public Share of the Company multiplied by the number of Public Shares of the Company then outstanding and (ii) $80,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) June 8, 2024. The maximum aggregate amount of deposits shall be $~~300~~320,000. ~~outstanding~~The Second Extension Note is non-interest bearing and payable promptly on the ~~extension~~date ~~notes~~on which the Company consummates the Business Combination. As of June 30, ~~respectively~~2024, a total of $320,000 was deposited into the Trust Account pursuant to this agreement.

On June 5, 2024, the Company issued a promissory note (the “Third Extension Note”) to Enphys Management Company LLC, pursuant to which Enphys Management Company LLC agreed that it or one or more of its affiliates or designees will deposit into the Company’s Trust Account an amount equal to the lesser of (i) $0.02 per Public Share of the Company multiplied by the number of Public Shares of the Company then outstanding and (ii) $50,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) December 8, 2024. The maximum aggregate amount of deposits shall be $300,000. The Third Extension Note is non-interest bearing and payable promptly on the date on which the Company consummates the Business Combination. As of June 30, 2024, a total of $50,000 was deposited into the Trust Account pursuant to this agreement.

As of June 30, 2024 and December 31, 2023, there was a total of $770,000 and $300,000 outstanding on the extension notes, respectively.

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Notes Payable – Related Parties

On October 30, 2023, the Company issued a promissory note to the Sponsor, as amended by the First Amendment to Promissory note dated March 1, 2024, pursuant to which the Company may borrow an aggregate of $300,000 from the Sponsor in order to fund costs and expenses related to the Company’s daily operations and due diligence in connection with a potential business combination and which the Company shall repay on the date on which the Company consummates an initial business combination (the “OPEX Note”). If the Company has not consummated an initial business combination on or prior to December 31, 2024, then the Sponsor shall have no recourse against the Company and all outstanding amounts of principal and accrued and unpaid interest payable under the Promissory Note shall immediately terminate and all related indebtedness shall be deemed cancelled. Interest on the notes shall accrue on the principal of each drawdown under the note outstanding from time to time at a rate per annum equal to Term SOFR for the interest period therefor plus 3%. As of ~~December~~June 3130, ~~2023~~2024, there was $300,000 outstanding pursuant to this note.

On March 1, 2024, the Company issued a promissory note to the Sponsor (the “2024 Variable Rate Promissory Note”), pursuant to which the Company may borrow up to an aggregate of $100,000. The 2024 Variable Rate Promissory Note is subject to a variable interest rate equal to Term SOFR for the interest period therefor plus 300 basis points (3%) and payable on the date on which the Company consummates the Business Combination. If the Company has not consummated a Business Combination on or prior to December 31, 2024, then the Sponsor shall have no recourse against the Company and all outstanding amounts of principal and accrued and unpaid interest payable under the 2024 Variable Rate Promissory Note shall immediately terminate and all related indebtedness shall be deemed cancelled. As of ~~March~~June 3130, 2024 there was $100,000 outstanding under the 2024 Variable Rate Promissory Note.

On March 1, 2024, the Company issued a promissory note to the Sponsor (the “2024 Fixed Rate Promissory Note”), pursuant to which the Company may borrow up to an aggregate of $100,000. The 2024 Fixed Rate Promissory Note is subject to a fixed interest rate equal to twelve percent (12%) per annum and payable on the date on which the Company consummates the Business Combination. If the Company has not consummated a Business Combination on or prior to December 31, 2024, then the Sponsor shall have no recourse against the Company and all outstanding amounts of principal and accrued and unpaid interest payable under the 2024 Fixed Rate Promissory Note shall immediately terminate and all related indebtedness shall be deemed cancelled. As of ~~March~~June 3130, 2024, there was $100,000 outstanding under the 2024 Fixed Rate Promissory Note.

AsOn ofJune ~~March 31~~5, 2024, ~~and~~the ~~December~~Company ~~31,~~issued ~~2023~~a promissory note to Enphys Management Company LLC, ~~there~~(the ~~was~~“2024 OPEX ~~$32~~Note”),~~023~~ pursuant ~~and~~to which the Company may borrow an aggregate of $24300,~~969~~000. The of2024 OPEX Note is subject to a fixed interest rate equal to twelve percent (12%) per annum and payable on the ~~above~~date ~~notes~~on which the Company consummates the Business Combination. If the ~~outstanding~~ Company has not consummated a Business Combination on or prior to December 31, ~~which~~2024, isthen ~~included~~Enphys inManagement ~~accounts~~Company ~~payable~~LLC shall have no recourse against the Company and all outstanding amounts of principal and accrued ~~expenses~~and onunpaid interest payable under the ~~accompanying~~2024 ~~balance~~OPEX ~~sheets~~Note shall immediately terminate and all related indebtedness shall be deemed cancelled. As of June 30, 2024, there was $0 outstanding under the 2024 OPEX Note.

As of June 30, 2024 and December 31, 2023, there was $42,436 and $24,969 of interest on the above notes outstanding, which is included in accounts payable and accrued expenses on the accompanying balance sheets.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of ~~March~~June 3130, 2024 and December 31, 2023, there were no amounts outstanding under the Working Capital Loans.

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NOTE 5 - COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement ~~to be~~ signed ~~prior to or~~ on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting fees.

The underwriters were entitled to a cash underwriting fee of $0.20 per Unit, or $6,000,000 in the aggregate (or $6,900,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters’ over-allotment option is exercised in full).

On October 8, 2021, the underwriters purchased an additional 4,500,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $45,000,000.

The deferred underwriting fee of $12,075,000 will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes the Business Combination, subject to the terms of the underwriting agreement.

NOTE 6 - SHAREHOLDER’S EQUITY

Preferred Shares - The Company is authorized to issue 1,000,000 shares of preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~March~~June 3130, 2024 and December 31, 2023, there were no preference shares issued or outstanding.

Class A Ordinary Shares - The Company is authorized to issue 300,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June ~~March 31~~30, 2024 and December 31, 2023, there were 1310,~~070~~341,~~291~~193 and 17,010,705 shares of the Class A ordinary shares issued and outstanding, including 63,~~257~~528,~~791~~693 and 10,198,205 Class A ordinary shares subject to possible conversion that are classified as temporary equity in the accompanying balance sheets, respectively.

Class B Ordinary Shares - The Company is authorized to issue 30,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of ~~March~~June 3130, 2024 and December 31, 2023, there were 1,812,500 shares of Class B ordinary shares issued and outstanding. Upon close of the Initial Public Offering, the Class B ordinary shares were allocated as follows: 6,494,800 by Sponsor, 80,000 by independent directors and 2,050,200 by anchor investors.

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Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the offering.

The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A ordinary shares redeemed in connection with a Business Combination), excluding any Class A ordinary shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination and any Private Placement Warrants issued to the Sponsor.

NOTE 7 - DERIVATIVE WARRANT LIABILITIES

The Company accounts for the 26,150,000 warrants issued in connection with the Initial Public Offering (representing 17,250,000 Public Warrants and 8,900,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a derivative warrant liability at its fair value.

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $18.00 - Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $10.00 - Once the warrants become exercisable, the Company may redeem the outstanding Public warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares;

•

upon a minimum of 30 days’ prior written notice of redemption;

•

if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•

if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A ordinary share) as the outstanding public warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

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The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 8 - FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value at ~~March~~June 30, ~~31,~~ 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		~~March~~June 3130, 2024		December 31, 2023
Liabilities:
Derivative warrant liabilities – Private Placement Warrants		2	$	~~498~~311,~~400~~500	$	445,000
Derivative warrant liabilities – Public Warrants		1	$	~~966~~603,~~000~~750	$	862,500
			$	1915,~~464,400~~250	$	1,307,500

The Warrants are measured at fair value on a recurring basis.

The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis:

	Private Placement Warrants			Public Warrants			Total
Fair value at December 31, 2023	$	445,000		$	862,500		$	1,307,500
Change in fair value		53(133,~~400~~500	)		~~103~~(258,~~500~~750	)		~~156~~(392,~~900~~250	)
Fair value at March 31, 2024	$	498,400		$	966,000		$	1,464,400
Fair value at June 30, 2024	$	311,500		$	603,750		$	915,250

	Private Placement Warrants			Public Warrants			Total
Fair value at December 31, 2022	$	801,000		$	1,552,500		$	2,353,500
Change in fair value		~~267~~(355,~~000~~110	)		~~517~~(688,~~500~~275	)		~~784~~(1,~~500~~043,385	)
Fair value at March 31, 2023	$	1,068,000		$	2,070,000		$	3,138,000
Fair value at June 30, 2023	$	445,890		$	864,225		$	1,310,115

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to “we,” “us,” “company” or “our company” are to Enphys Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward- looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated on March 3, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our Sponsor is Enphys Acquisition Sponsor LLC, a Delaware limited liability company.

On August 18, 2023, we signed a non-binding letter of intent for a business combination with a leading and well-established advanced biofuels company in Latin America (the “Target”). We continue to pursue a business combination with the Target. However, no assurances can be made that we will enter into a definitive agreement regarding a business combination with the Target. Any transaction would be subject to board and equityholder approval of both the company and the Target, regulatory approvals and other customary closing conditions.

On October 6, 2023, at its First Extraordinary General Meeting, the Company’s shareholders approved the First Extension Amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a business combination from October 8, 2023 to February 8, 2024.

On February 2, 2024, at its Second Extraordinary General Meeting, the Company’s shareholders approved the Second Extension Amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a business combination from February 8, 2024 to June 8, 2024.

IfOn ~~we have not completed a Business Combination by~~ June 85, 2024, (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aits ~~per-share~~Third ~~price,~~Extraordinary ~~payable~~General ~~in cash~~Meeting, ~~equal to~~ the ~~aggregate~~Company’s ~~amount~~shareholders ~~then~~approved ~~on deposit in~~ the ~~Trust~~Third ~~Account,~~Extension ~~including~~Amendment ~~interest earned on the funds held in the Trust Account and not previously released~~ to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’s ~~rights~~amended ~~as shareholders (including the right to receive further liquidation distributions, if any);~~ and ~~(iii) as promptly as reasonably possible following such redemption, subject to the~~restated ~~approval~~memorandum ~~of the remaining shareholders~~ and ~~the~~articles ~~board~~ of ~~directors,~~association ~~liquidate~~to ~~and~~extend ~~dissolve, subject in~~ the ~~case~~date ofby ~~clauses~~which ~~(ii) and (iii) to~~ the Company’s ~~obligations~~must ~~under~~consummate ~~Cayman~~a ~~Islands~~business ~~law~~combination tofrom ~~provide~~June ~~for~~8, ~~claims~~2024 ofto ~~creditors~~December ~~and~~8, ~~the requirements of other applicable law~~2024.

20If we have not completed a Business Combination by December 8, 2024, (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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Liquidity and Capital Resources

As of ~~March~~June 3130, 2024, the Company had $~~159~~30,~~158~~414 in cash and a working capital deficit of $1,~~443~~833,~~573~~282. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On March 4, 2021, the Company issued an unsecured promissory note to the Sponsor (the “2021 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The 2021 Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021, or (ii) the consummation of the Initial Public Offering. As of ~~March~~June 3130, 2024 and December 31, 2023, there was no amount outstanding under the 2021 Promissory Note.

On October 30, 2023, the Company issued a promissory note to the Sponsor (the “2023 Promissory Note”), as amended by the First Amendment to Promissory note dated March 1, 2024, pursuant to which the Company may borrow up to an aggregate of $300,000. The 2023 Promissory Note is subject to a variable interest rate equal to Term SOFR for the interest period therefor plus 300 basis points (3%) and payable on the date on ~~which~~ which the Company consummates the Business Combination. If the Company has not consummated a Business Combination on or prior to December 31, 2024, then the Sponsor shall have no recourse against the Company and all outstanding amounts of ~~principal~~ principal and accrued and unpaid interest payable under the 2023 Promissory Note shall immediately terminate and all related indebtedness shall be deemed cancelled. As of ~~March~~June 3130, 2024 and December 31, 2023, there was $300,000 outstanding under the 2023 Promissory Note.

21On June 5, 2024, the Company issued a promissory note to Enphys Management Company LLC, (the “2024 OPEX Note”), pursuant to which the Company may borrow an aggregate of $300,000. The 2024 OPEX Note is subject to a fixed interest rate equal to twelve percent (12%) per annum and payable on the date on which the Company consummates the Business Combination. If the Company has not consummated a Business Combination on or prior to December 31, 2024, then Enphys Management Company LLC shall have no recourse against the Company and all outstanding amounts of principal and accrued and unpaid interest payable under the 2024 OPEX Note shall immediately terminate and all related indebtedness shall be deemed cancelled. As of June 30, 2024, there was $0 outstanding under the 2024 OPEX Note.

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Our registration statement for our initial public offering (the “Initial Public Offering”) became effective on October 5, 2021. On October 8, 2021, we consummated the Initial Public Offering of 34.5 million units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares” and with respect to the redeemable warrants included in the Units, the “Public Warrants”), including 4.5 million additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345 million, and incurring offering costs of $19,707,238 (including deferred underwriting fees of $12,075,000).

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 8.9 million warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million.

Upon the closing of the Initial Public Offering and the Private Placement, $345 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On October 10, 2023, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed Continental, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in an interest-bearing demand deposit account currently yielding interest of approximately 4.5% per annum until the earlier of the consummation of our initial business combination or liquidation.

At ~~March~~June 3130, 2024 and December 31, 2023, we had approximately $6738.8 million and $108.9 million in the Trust Account. The amount is the Trust Account is intended to be applied generally toward consummating a Business Combination.

In connection with the shareholders’ vote at the First Extraordinary General Meeting on October 6, 2023, the holders of 24,301,795 ~~public~~Public ~~shares~~ Shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.53 per share, for an aggregate redemption amount of approximately $256 million. After the satisfaction of the First Redemption, the balance in the trust account was approximately $107 million.

On October 10, 2023, the Company issued a promissory note (the “First Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed that the Sponsor or one or more of ~~its~~ its affiliates or designees will deposit into the Company’s Trust Account an amount equal to the lesser of (i) $0.025 per ~~public~~Public ~~share~~Share of the Company multiplied by the number of ~~public~~Public ~~shares~~Shares of the Company then outstanding and (ii) $100,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) February 8, 2024. The First Extension Note is non-interest bearing and payable on the date on which the Company consummates the Business Combination. As of ~~March~~June 3130, 2024, there was $400,000 outstanding under the First Extension Note.

In connection with the shareholders’ vote at the Second Extraordinary General Meeting on February 2, 2024, the holders of 3,940,414 ~~public~~Public ~~shares~~Shares of the Company properly ~~exercised~~ exercised their right to redeem their shares for cash at a redemption price of approximately $10.73 per share, for an aggregate redemption amount of approximately $42.3 million. After the satisfaction of the Second Redemption, the balance in the ~~trust~~ trust account was approximately $67.2 million.

On February 6, 2024, the Company issued a promissory note (the “Second Extension Note”) to Enphys Management Company LLC, pursuant to which Enphys Management Company LLC ~~agreed~~ agreed that it or one or more of its affiliates or designees will deposit into the Company’s Trust Account an amount equal to the lesser of (i) $0.02 per ~~public~~Public ~~share~~Share of the Company multiplied by the number of ~~public~~Public ~~shares~~Shares of the Company then outstanding and (ii) $80,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) June 8, 2024. The Second Extension Note is non-interest bearing and payable on the date on which the Company consummates the Business Combination. As of ~~March~~June 3130, 2024, there was $~~160~~320,000 outstanding under the Second Extension Note.

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AsIn ofconnection ~~March~~with 31the shareholders’ vote at the Third Extraordinary General Meeting on June 5, 2024, ~~and~~the ~~December~~holders ~~31,~~of ~~2023~~2,729,098 ~~there~~Public ~~was~~Shares of the Company properly exercised their right to redeem their shares for cash at a ~~total~~redemption price of approximately $~~560~~10.95 per share,~~000~~ ~~and~~for an aggregate redemption amount of approximately $~~300,000~~29.9 ~~outstanding~~million. onAfter the ~~First~~satisfaction ~~and~~of ~~Second~~the ~~Extension~~Third ~~notes~~Redemption, ~~respectively~~the balance in the trust account was approximately $38.6 million.

On June 5, 2024, the Company issued a promissory note (the “Third Extension Note”) to Enphys Management Company LLC, pursuant to which Enphys Management Company LLC agreed that it or one or more of its affiliates or designees will deposit into the Company’s Trust Account an amount equal to the lesser of (i) $0.02 per Public Share of the Company multiplied by the number of Public Shares of the Company then outstanding and (ii) $50,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) December 8, 2024. The maximum aggregate amount of deposits shall be $300,000. The Third Extension Note is non-interest bearing and payable on the date on which the Company consummates the Business Combination. As of June 30, 2024, a total of $50,000 was deposited into the Trust Account pursuant to this agreement.

As of June 30, 2024 and December 31, 2023, there was a total of $770,000 and $300,000 outstanding on the First and Second Extension notes, respectively.

Results of Operations

Our entire activity from inception up to ~~March~~June 3130, 2024, was in preparation for our formation, ~~and~~ the preparation of our Initial Public Offering and the search for a business combination target. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

For the three months ended ~~March~~June 3130, 2024, we had net income of $~~547~~1,~~537~~033,595 which consisted of the related party administrative fee of $30,000, general and administrative ~~expenses~~ ofexpenses ~~$185,551, interest expense~~ of $7139,~~054~~295 and ainterest ~~loss~~expense of $~~156~~10,~~900~~414 ~~for the change in derivative liabilities~~ offset by interest earned on the Trust Account of $~~927~~664,~~042~~154 and a gain of $549,150 for the change in derivative warrant liabilities.

For the three months ended ~~March~~June 3130, 2023, we had net income of $25,~~801~~785,~~083~~375, which consisted of ~~general~~the ~~and~~related party administrative ~~expenses~~fee of $~~181~~30,~~930~~000 and ~~$784,500~~general ~~for~~and ~~the net change in~~administrative ~~derivative~~expenses ~~warrant~~of ~~liabilities~~$151,497 offset by the income earned on the investments in the Trust Account of $34,~~767~~138,~~513~~987 and a gain of $1,827,885 for the net change in derivative warrant liabilities.

For the six months ended June 30, 2024, we had net income of $1,581,132 which consisted of the related party administrative fee of $60,000, general and administrative expenses of $324,846 and interest expense of $17,468 offset by interest earned on the Trust Account of $1,591,196 and a gain of $392,250 for the change in derivative warrant liabilities.

For the six months ended June 30, 2023, we had net income of $8,586,458, which consisted of the related party administrative fee of $60,000 and general and administrative expenses of $303,427 offset by the income earned on the investments in the Trust Account of $7,906,500 and a gain of $1,043,385 for the net change in derivative warrant liabilities.

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Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 4.5 million additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting fees. On October 8, 2021, the underwriters fully exercised their over-allotment option.

The underwriters were entitled to an underwriting fee of $0.20 per Unit, or $7.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting fees. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company did not have any critical accounting estimates.

Recent Accounting Pronouncements

Our management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on our financial statements. See Note 2 to the accompanying financial statements.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Recent Developments

On ~~May~~July 1624, 2024, the Company ~~filed~~received acorrespondence ~~definitive~~from ~~proxy~~the ~~statement~~staff toof ~~invite~~NYSE Regulation (the ~~shareholders~~“Staff”) of the ~~Company~~New toYork ~~attend~~Stock anExchange ~~Extraordinary~~(“NYSE”) ~~General~~indicating ~~Meeting~~that of the ~~Company~~Staff ~~that~~has isdetermined ~~being held~~ to ~~consider~~commence ~~and~~proceedings ~~vote upon a special resolution~~ to ~~amend~~delist the Company’s ~~Amended~~Public ~~and~~Shares, ~~Restated~~Units, ~~Memorandum~~ and ~~Articles~~Public ofWarrants ~~Association,~~from asthe ~~amended~~NYSE bypursuant ~~special~~to ~~resolutions~~Section ~~adopted~~802.01B onof ~~October~~the NYSE’s 6,Listed ~~2023~~Company ~~and~~Manual ~~February~~because ~~2, 2024, to extend~~ the ~~date by which the~~ Company ~~must~~had ~~consummate~~fallen abelow ~~business~~the ~~combination~~NYSE’s ~~from~~continued ~~June~~listing 8,standard ~~2024~~requiring ~~(the~~a ~~date~~listed ~~which~~acquisition iscompany 32to ~~months~~maintain ~~from~~an ~~the~~average ~~closing~~aggregate ~~date~~global ofmarket ~~the~~capitalization ~~Company’s~~attributable ~~initial public offering)~~ to ~~December~~its 8,publicly-held shares ~~2024~~over ~~(the~~a ~~date~~consecutive ~~which~~30 istrading 38day ~~months~~period ~~from the closing date~~ of ~~the Company’s~~at ~~initial~~least ~~public offering)~~$40,000,000.

On August 7, 2024, the Company submitted a written appeal request for a review of the Staff’s decision by a Committee of the Board of Directors of the NYSE (the “NYSE Committee”). Pursuant to Section 804.00 of the NYSE Listed Company Manual, the review by the NYSE Committee will generally be scheduled for a date that is at least 25 business days from the date of the request for review. The delisting of the Company’s securities will be stayed pending the conclusion of the review process, while the trading suspension that was implemented on July 24, 2024, will remain in effect.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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Item 4.

Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in its reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer, principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of ~~March~~June 3130, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that material weaknesses existed and the Company’s disclosure controls and procedures were not effective due to the material weaknesses that are disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 which continue to exist as of ~~March~~June 3130, 2024..

The material weaknesses include: (1) the Company did not design and maintain effective internal controls over the valuation of the public warrants and private placement warrants, and (2) presentation of the statements of cash flows.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors.

A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K filed with the SEC on April 16, 2024 (“Form 10-K”). Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our Form 10-K.

The following new risk factor is added:

On July 24, 2024, the NYSE suspended trading of our securities on the NYSE and commenced proceedings to delist our securities from trading on its exchange, this could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

On July 24, 2024, we received correspondence from the staff of the NYSE indicating that the staff had determined to commence proceedings to delist our securities pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000. Trading of our securities on the NYSE was suspended immediately. Effective as of July 25, 2024, our Public Shares, Units, and Public Warrants may be quoted and traded in the over-the-counter (OTC Pink) market under the ticker symbols “NFSCF,” “NFSUF,” and “NFSWF,” respectively.

If the Company’s securities are delisted, the Company intends to seek a listing of its securities on the NYSE prior to or in connection with the consummation of any business combination the Company may seek to consummate. However, we cannot assure our stockholders that our securities will be listed on NYSE or other stock exchange in the future or prior to our initial business combination. In order to list our securities on a stock exchange prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. In addition, we must maintain a minimum number of holders of our securities. If we are able to list our securities on an exchange prior to an initial business combination, in connection with our initial business combination, we will be required to demonstrate compliance with such applicable stock exchange’s initial listing requirements, which are more rigorous than the continued listing requirements, in order to continue to maintain the listing of our securities on the exchange. We cannot assure our stockholders that we will be able to meet those initial listing requirements at that time. A reduction in our available public float may consequently reduce the trading volume, volatility and liquidity of our securities relative to what they would have been had such units been purchased by public investors.

Our securities are currently quoted on the over-the-counter market. As a result, we could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

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

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our securities are no longer listed on the NYSE, our securities are no longer deemed to be covered securities. Federal statute allows the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, the states can regulate or bar the sale of securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Since our securities are no longer listed on the NYSE, our securities are not covered securities and we are subject to regulation in each state in which we offer our securities, including in connection with our initial business combination if our securities are not listed on an exchange prior to an initial business combination.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

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Item 5.

Other Information

None.

Item 6.

Exhibits.

Exhibit Number		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 11, 2024).
10.1		Third Extension Note, dated as of June 5, 2024 and issued to Enphys Management Company LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 11, 2024).
10.2		Operating Expense Promissory Note, dated as of June 5, 2024 and issued to Enphys Management Company LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 11, 2024).
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
Document 101.DEF* Inline XBRL Taxonomy Extension Definition
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
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)

*	Filed herewith.

**	Furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ENPHYS ACQUISITION CORP.
Date: May 17, 2024	By:	/s/ Pär Lindström
Date: August 16, 2024	By:	/s/ Pär Lindström
	Name: Pär Lindström
	Title: Chief Financial Officer

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