SEC Comment Letter 0000000000-24-005423 to Enphys Acquisition Corp. (NFSCF, NFSUF, NFSWF) (CIK 0001850502)
Enphys Acquisition Corp. (NFSCF, NFSUF, NFSWF) (CIK 0001850502)
Date: May 13, 2024 · CIK: 0001850502 · Accession: 0000000000-24-005423
AI Filing Summary & Sentiment
File numbers found in text: 001-40879
Letter
United States securities and exchange commission logo May 13, 2024 Jorge de Pablo Chief Executive Officer Enphys Acquisition Corp. 100 Wall Street, 20th Floor New York, NY 10005 Re:Enphys Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed May 6, 2024 File No. 001-40879 Dear Jorge de Pablo: We have reviewed your filing and have the following comment. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Risk Factors, page 15 1.We note that you are seeking to extend your termination date to December 8, 2024, a date which is approximately 38 months from your initial public offering. We also note that your securities are listed on the NYSE and that Section 102.06 of the NYSE Listed Company Manual requires that a special purpose acquisition company complete a business combination within three years of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline to December 8, 2024, does not comply with this rule and revise to disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from the NYSE, and the consequences of any such suspension or delisting. 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.
FirstName LastNameJorge de Pablo Comapany NameEnphys Acquisition Corp. May 13, 2024 Page 2 FirstName LastName Jorge de Pablo Enphys Acquisition Corp. May 13, 2024 Page 2 Please contact Ruairi Regan at 202-551-3269 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Doug Lionberger, Esq.
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United States securities and exchange commission logo
May 13, 2024
Jorge de Pablo
Chief Executive Officer
Enphys Acquisition Corp.
100 Wall Street, 20th Floor
New York, NY 10005
Re:Enphys Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 6, 2024
File No. 001-40879
Dear Jorge de Pablo:
We have reviewed your filing and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 15
1.We note that you are seeking to extend your termination date to December 8, 2024, a date
which is approximately 38 months from your initial public offering. We also note that
your securities are listed on the NYSE and that Section 102.06 of the NYSE Listed
Company Manual requires that a special purpose acquisition company complete a
business combination within three years of the effectiveness of its IPO registration
statement. Please revise to explain that the proposal to extend your termination deadline to
December 8, 2024, does not comply with this rule and revise to disclose the risks of your
non-compliance with this rule, including that your securities may be subject to suspension
and delisting from the NYSE, and the consequences of any such suspension or delisting.
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.
FirstName LastNameJorge de Pablo
Comapany NameEnphys Acquisition Corp.
May 13, 2024 Page 2
FirstName LastName
Jorge de Pablo
Enphys Acquisition Corp.
May 13, 2024
Page 2
Please contact Ruairi Regan at 202-551-3269 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Doug Lionberger, Esq.