SEC Comment Letter 0000000000-23-006110 to Enphys Acquisition Corp. (NFSCF, NFSUF, NFSWF) (CIK 0001850502)
Enphys Acquisition Corp. (NFSCF, NFSUF, NFSWF) (CIK 0001850502)
Date: June 8, 2023 · CIK: 0001850502 · Accession: 0000000000-23-006110
AI Filing Summary & Sentiment
File numbers found in text: 001-40879
Letter
United States securities and exchange commission logo June 8, 2023 Jorge d Pablo Chief Executive Officer Enphys Acquisition Corp. 216 East 45th Street 13th Floor New York, NY 10017 Re:Enphys Acquisition Corp. Form 10-K for Fiscal Year Ended December 31, 2022 Filed April 13, 2023 File No. 001-40879 Dear Jorge d Pablo: We have reviewed your filing and have the following comments. In comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2022 Risk factors, page 4 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future periodic filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameJorge d Pablo Comapany NameEnphys Acquisition Corp. June 8, 2023 Page 2 FirstName LastName Jorge d Pablo Enphys Acquisition Corp. June 8, 2023 Page 2 of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response and confirm that you will provide these disclosures in your future periodic filings. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Joanna Lam at 202-551-3476 or Craig Arakawa, Branch Chief at 202- 551-3650 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
June 8, 2023
Jorge d Pablo
Chief Executive Officer
Enphys Acquisition Corp.
216 East 45th Street
13th Floor
New York, NY 10017
Re:Enphys Acquisition Corp.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed April 13, 2023
File No. 001-40879
Dear Jorge d Pablo:
We have reviewed your filing and have the following comments. In comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Risk factors, page 4
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
periodic filings to include disclosure that addresses how this fact could impact your ability
to complete your initial business combination. For instance, discuss the risk to investors
that you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameJorge d Pablo
Comapany NameEnphys Acquisition Corp.
June 8, 2023 Page 2
FirstName LastName
Jorge d Pablo
Enphys Acquisition Corp.
June 8, 2023
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response and confirm that you will provide these
disclosures in your future periodic filings.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Joanna Lam at 202-551-3476 or Craig Arakawa, Branch Chief at 202-
551-3650 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation