Cayman Islands | | | 6770 | | | |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (IRS Employer Identification No.) |
Todd J. Emmerman, Esq. Jason S. McCaffrey, Esq. Brown Rudnick LLP 7 Times Square New York, New York 10036 (212) 209-4800 | | | Derek J. Dostal, Esq. Deanna L. Kirkpatrick, Esq. Davis Polk Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
Emerging growth company | | | ☒ | | | | |
Title of Each Class of Securities to be Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and a fraction of one redeemable warrant(2) | | | 28,750,000 units | | | $10.00 | | | $287,500,000 | | | $31,366.25 | | | 28,750,000 units | | | $10.00 | | | $287,500,000 | | | $31,366.25 |
Class A ordinary shares included as part of the units(3)(4) | | | 28,750,000 Shares | | | — | | | — | | | —(5) | | | 28,750,000 Shares | | | — | | | — | | | —(5) |
Redeemable warrants included as part of the units(3)(4) | | | 14,375,000 Warrants | | | — | | | — | | | —(5) | | | 14,375,000 Warrants | | | — | | | — | | | —(5) |
Total | | | | | | | $287,500,000 | | | $31,366.25 | | | | | | | $287,500,000 | | | $31,366.25(6) |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
(2) | Includes 3,750,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations, share dividends or similar transactions. |
(4) | Maximum number of Class A ordinary shares and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above. |
(5) | No fee pursuant to Rule 457(g) under the Securities Act. |
(6) | The filing fee has been previously paid. |
| | Price to Public | | Underwriting Discounts and Commission(1) | | Proceeds Before Expenses to Us | | | Price to Public | | Underwriting Discounts and Commission(1) | | Proceeds Before Expenses to Us | |||||
Per Unit | | $10.00 | | $0.55 | | $9.45 | | $10.00 | | $0.55 | | $9.45 | ||||||
Total | | $250,000,000 | | $13,750,000 | | $236,250,000 | | $250,000,000 | | $13,750,000 | | $236,250,000 |
(1) | Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriters’ over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also “Underwriting” for a description of compensation payable to the underwriters. |
Credit Suisse | | | BTIG |
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• | Attractive growth. Energy consumption per capita in Latin America and the Caribbean is currently well below the global per capita consumption average. Furthermore, the region has energy intensive industries that account for 5% of global energy consumption. The region’s total final energy consumption and total primary energy supply is expected to increase significantly in the future. In order to meet the increase in energy consumption and supply the region is expected to invest a significant amount of money to increase renewable energy generation installed capacity. |
• | one Class A ordinary shares; and |
• | one-half of one redeemable warrant. |
(1) | Assumes no exercise of the underwriters’ over-allotment option and, if applicable, the forfeiture by our sponsor of 937,500 founder shares. |
(2) | Consists solely of founder shares and includes up to 937,500 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
(3) | Founder shares are currently classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
(4) | Includes 25,000,000 public shares and |
• | 30 days after the completion of our initial business combination; and |
• | 12 months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrants; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants”; |
• | if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”), the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above. |
• | only holders of Class B ordinary shares will have the right to vote on the election and/or removal of directors prior to or in connection with the completion of our initial business combination; |
• | in a vote to transfer the Company by way of continuation out of the Cayman Islands to another jurisdiction (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction) (which requires a special resolution), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business |
• | the founder shares will automatically convert |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and |
• | any loans or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third parties, although they are under no obligation |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | payment to our sponsor of a total of $10,000 per month for office space, administrative and support services; |
• | payment of customary consulting, success or finder’s fees in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources in order to assess, negotiate and consummate an initial business combination. The amount of any such fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to compliance with applicable law and the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. We would disclose any such fee in the proxy or tender offer materials used in connection with a proposed business combination; |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, such as identifying potential target businesses and performing due diligence on suitable business combinations; and |
• | repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. |
(i) | we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and |
(iii) | the Market Value is below $9.20 per share, |
| | Without Over- Allotment Option | | | Over-Allotment Option Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $250,000,000 | | | 287,500,000 |
Gross proceeds from private placement warrants offered in the private placement | | | 7,000,000 | | | 7,800,000 |
Total gross proceeds | | | $257,000,000 | | | 295,300,000 |
Estimated offering expenses(2) | | | | | ||
Underwriting commissions (excluding deferred portion)(3) | | | $5,000,000 | | | 5,750,000 |
Legal fees and expenses | | | 400,000 | | | 400,000 |
Accounting fees and expenses | | | 40,000 | | | 40,000 |
Printing and engraving expenses | | | 35,000 | | | 35,000 |
SEC expenses | | | 31,366 | | | 31,366 |
FINRA expenses | | | 43,625 | | | 43,625 |
Travel and road show | | | 40,000 | | | 40,000 |
Directors and officers insurance premiums | | | 250,000 | | | 250,000 |
NYSE listing and filing fees | | | 85,000 | | | 85,000 |
Miscellaneous expenses(4) | | | 75,009 | | | 75,009 |
Total estimated offering expenses (other than underwriting commissions) | | | $1,000,000 | | | 1,000,000 |
Proceeds after estimated offering expenses | | | $251,000,000 | | | 288,550,000 |
Held in trust account(3) | | | $250,000,000 | | | 287,500,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account(2) | | | $1,000,000 | | | 1,050,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(6) | | | 350,000 | | | 35.0% |
Legal and accounting fees related to regulatory reporting obligations | | | 150,000 | | | 15.0% |
Payment for office space, administrative and support services | | | 240,000 | | | 24.0% |
NYSE continued listing fees | | | 85,000 | | | 8.5% |
Other miscellaneous expenses | | | 175,000 | | | 17.5% |
Total | | | $1,000,000 | | | 100.0% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. As of June 30, 2021, we had borrowed $168,625 under the $300,000 promissory note with our sponsor. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. These expenses are estimates only. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account. |
(3) | The underwriters have agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering. Upon completion of our initial business combination, $8,750,000, which constitutes the underwriters’ deferred commissions (or up to $10,062,500 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the |
(4) | Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates. |
(5) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. Based on current interest rates, we would expect to earn approximately $250,000 in interest on the funds held in the trust account over the 12 months following the closing of this offering; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.1% per annum based upon current yields of securities in which the trust account may be invested. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. |
(6) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
| | June 30, 2021 | ||||
| | Actual | | | As Adjusted(2) | |
Promissory note(1) | | | $168,625 | | | $— |
Deferred underwriting commissions(7) | | | — | | | 8,750,000 |
Warrant liability(8) | | | — | | | 21,385,650 |
Class A ordinary shares, subject to redemption; 0 shares actual and 25,000,000 shares as adjusted(3) | | | — | | | 222,350,066 |
Shareholders’ equity: | | | | | ||
Preference shares, $0.0001 par value, 1,000,000 shares authorized (actual and as adjusted); none issued or outstanding (actual and as adjusted) | | | — | | | — |
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); -0- shares issued and outstanding (excluding 25,000,000 shares subject to redemption) (as adjusted) | | | — | | | — |
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized (actual and as adjusted); 7,187,500 issued and outstanding (actual) 6,250,000 issued and outstanding (as adjusted)(4) | | | 719 | | | 625 |
Additional paid-in capital(5) | | | 24,281 | | | — |
Accumulated deficit(6) | | | (11,043) | | | (1,472,384) |
Total shareholders’ equity | | | 13,957 | | | (1,471,759) |
Total capitalization | | | $182,582 | | | $251,013,957 |
(1) | Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of June 30, 2021, we had borrowed $168,625 under the $300,000 promissory note with our sponsor. |
(2) | Assumes the full forfeiture of 937,500 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The proceeds of the sale of such shares will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon the initial business combination. |
(3) | Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. The as adjusted amount is presented net of proceeds allocated to the public warrants and net of allocated transaction costs related to the offering. The Class A ordinary shares contain redemption rights that make them redeemable by our public shareholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480-10-S99-3A, and will be subsequently accreted at redemption value. |
(4) | Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted share amount assumes no exercise of the underwriters’ over-allotment option. |
(5) | The fair value of the private warrants is greater than the proceeds received. As adjusted additional paid-in-capital has been reduced by the excess of fair value over the proceeds received until it reached zero, and the remaining adjustment was added to accumulated deficit. |
(6) | As adjusted accumulated deficit includes transaction costs associated with warrant liabilities. Such costs will be immediately expensed. It also includes the difference between the fair value of the private warrants and the proceeds received. |
(7) | Deferred underwriting commissions “As Adjusted” reflects the $8,750,000 payable to the underwriters for deferred underwriting commissions to be placed in a trust account as described herein. |
(8) | We will account for the 11,733,334 warrants to be issued in connection with this offering (the 6,666,667 warrants included in the units and the 5,066,667 private placement warrants, assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. 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, we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. Offering costs will be allocated to the Class A |
| | Without over-allotment | | | With over-allotment | |
Public offering price | | | $10.00 | | | $10.00 |
Net tangible book value before this offering | | | (0.06) | | | (0.06) |
Increase attributable to public shareholders | | | 0.58 | | | 0.51 |
Pro forma net tangible book value after this offering and sale of private placement warrants | | | 0.52 | | | 0.45 |
Dilution to public shareholders | | | 9.48 | | | 9.55 |
Percentage of dilution to new investors | | | 94.8% | | | 95.5% |
| | Shares purchased | | | Total consideration | | | Average price per share | |||||||
| | Number | | | Percent | | | Amount | | | Percent | | |||
Initial Shareholders(1)(2) | | | 6,250,000 | | | 20.0% | | | $25,000 | | | 0.01% | | | $0.004 |
Public Shareholders | | | 25,000,000 | | | 80.0% | | | $250,000,000 | | | 99.9% | | | $10.00 |
Total | | | 31,250,000 | | | 100.0% | | | $250,025,000 | | | 100.0% | | |
(1) | Assumes the full forfeiture of 937,500 shares that are subject to forfeiture by our sponsor dependent on the extent to which the underwriters’ over-allotment option is exercised. |
(2) | Assumes conversion of Class B ordinary shares into Class A ordinary shares on a one-for-one basis. |
| | Without over-allotment | | | With over-allotment | |
Numerator: | | | | | ||
Net tangible book value before this offering | | | $(394,699) | | | $(394,699) |
Proceeds from this offering and sale of the private placement warrants, net of expenses (including non-deferred underwriting commissions) | | | 251,000,000 | | | 288,550,000 |
Offering costs accrued for and paid in advance, excluded from net tangible book value before this offering | | | 408,656 | | | 408,656 |
Less: fair value of warrant liability | | | (21,385,650) | | | (24,319,323) |
Less: deferred underwriters’ commissions payable | | | (8,750,000) | | | (10,062,500) |
Less: amount of Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001 | | | (215,878,302) | | | (249,182,129) |
| | $5,000,005 | | | $5,000,005 | |
Denominator: | | | | | ||
Class B ordinary shares issued and outstanding prior to this offering | | | 7,187,500 | | | 7,187,500 |
Shares forfeited if over-allotment is not exercised | | | (937,500) | | | — |
Class A ordinary shares included in the units offered | | | 25,000,000 | | | 28,750,000 |
Less: shares subject to redemption to maintain net tangible assets of $5,000,001 | | | (21,587,830) | | | (24,918,213) |
| | 9,662,170 | | | 11,019,287 |
• | Attractive growth. Energy consumption per capita in Latin America and the Caribbean is currently well below the global per capita consumption average. Furthermore, the region has energy intensive industries that account for 5% of global energy consumption. The region’s total final energy consumption and total primary energy supply is expected to increase significantly in the future. In order to meet the increase in energy consumption and supply the region is expected to invest a significant amount of money to increase renewable energy generation installed capacity. |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be | | | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay winding up and dissolution expenses and |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
| | the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. | |
Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement | | | Approximately $212,625,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | warrants be deposited in a trust account. $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | ||
Investment of net proceeds | | | $250,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. |
government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |||
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to shareholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
Limitation on fair value or net assets of target business | | | The NYSE rules require that our initial business combination must be 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 (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
Trading of securities issued | | | The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial | | | No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | information to reflect the exercise of the underwriters’ over-allotment option. | | | ||
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust |
account calculated as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law. Additionally, each public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | transaction. | | | ||
Business combination deadline | | | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of 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 |
| | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | ||||
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
Limitation on redemption rights of shareholders | | | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial | | | Most blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
holding more than 15% of the shares sold in this offering if we hold a shareholder vote | | | business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association 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 Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), |
without our prior consent. Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | held by such shareholders in connection with an initial business combination. | |||
Tendering share certificates in connection with a tender offer or redemption rights | | | We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership. |
Name | | | Age | | | Position |
Jorge de Pablo | | | | | Chief Executive Officer and Director | |
Carlos Guimarães | | | | | Director nominee; Proposed Chairman of the Board of Directors | |
Pär Lindström | | | | | Chief Financial Officer and Director | |
Matías de Buján | | | | | Chief Operating Officer | |
José Antonio Aguilar Bueno | | | | | Director nominee | |
Federico Carrillo-Zürcher | | | | | Director nominee | |
Hélio L. Magalhães | | | | | Director nominee | |
Eva Redhe | | | | | Director nominee |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Jorge de Pablo | | | LAIG Investments | | | Private equity | | | Managing Partner |
| | Genneia SA | | | Renewable energy company | | | Director | |
| | WiseHood Argentina S.A. | | | Energy efficiency | | | Chairman of the Board | |
| | Gosmo | | | Fleet management | | | Chairman of the Board | |
| | Tactile Mobility | | | Artificial intelligence software | | | Chairman of the Board | |
Carlos Guimarães | | | LAIG | | | Private equity | | | Chairman of the Board |
| | Brazilian-American Chamber of Commerce | | | Chamber of commerce | | | Director | |
| | Americas Society/Council of the Americas | | | International business | | | Director | |
| | ITHAX Acquisition Corp. | | | SPAC (focused on leisure, hospitality and travel) | | | Director | |
| | WiseHood International | | | Energy efficiency | | | Chairman of the Board | |
Pär Lindström | | | i(x) Investments, LLC | | | Private equity | | | Chief Investment Officer |
Matías de Buján | | | LAIG Investments | | | Private equity | | | Managing Director |
| | WiseHood Argentina S.A. | | | Energy efficiency | | | Chief Executive Officer | |
José Antonio Aguilar Bueno | | | Vive Energia SAPI de CV | | | Renewable energy | | | Principal |
| | Fondo AgroPyme | | | Venture capital (focused on agrobusiness) | | | Member, Investment Committee | |
| | Fonfo FICA | | | Private equity (focused on agrobusiness) | | | Member, Investment Committee | |
| | Grupo Azucarero del Tropico, SA de CV | | | Sugar, energy and alcohol producer | | | Director | |
Federico Carrillo- Zürcher | | | Imaginarium S.A. | | | Children’s toys | | | Chairman and Chief Executive Officer |
Hélio L. Magalhães | | | Suzano SA | | | Paper and pulp | | | Director |
| | Companhia Melhoramentos de São Paulo | | | Holding company | | | Director |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Eva Redhe | | | Bregal Milestone | | | Private equity | | | Senior Advisor |
| | First Swedish National Pension Fund | | | Pension fund | | | Director | |
| | ftrack AB | | | Software platform | | | Director | |
| | Nordkinn Asset Management | | | Asset management firm | | | Director |
| | Shares Beneficially Owned(2) | | | Percentage of Shares Beneficially Owned | ||||
Name of Beneficial Owner(1) | | | Before Offering | | | After Offering | |||
5% or Greater Shareholders | | | | | | | |||
Enphys Acquisition Sponsor LLC (our sponsor)(3) | | | 6,250,000 | | | 100% | | | 20% |
Officers, Directors and Director Nominees | | | | | | | |||
Jose Antonio Aguilar Bueno | | | — | | | — | | | — |
Matías de Buján | | | — | | | — | | | — |
Federico Carrillo- Zürcher | | | — | | | — | | | — |
Carlos Guimarães | | | — | | | — | | | — |
Pär Lindström | | | — | | | — | | | — |
Hélio L. Magalhães | | | — | | | — | | | — |
Eva Redhe | | | — | | | — | | | — |
Jorge de Pablo(3) | | | 6,250,000 | | | 100% | | | 100% |
All executive officers and directors as a group (9 persons) | | | 6,250,000 | | | 100% | | | 100% |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 216 East 45th Street, 13th Floor, New York, New York 10017. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” |
(3) | Enphys Acquisition Sponsor LLC, our sponsor, is the record holder of the Class B ordinary shares reported herein. Certain of our officers and directors are or will be, directly or indirectly, members of our sponsor. Mr. de Pablo may be deemed to beneficially own shares held by our sponsor by virtue of their shares control over our sponsor. Other than Mr. de Pablo, no member of our sponsor exercises voting or dispositive control over any of the shares held by our sponsor. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Mr. de Pablo disclaims beneficial ownership of our ordinary shares held by our sponsor. |
Redemption Date | | | Fair Market Value of Class A Ordinary Shares | ||||||||||||||||||||||||
(period to expiration of warrants) | | | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(a) | the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution; or |
(b) | the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or |
(c) | the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors. |
Redemption Date | | | Fair Market Value of Class A Ordinary Shares | ||||||||||||||||||||||||
(period to expiration of warrants) | | | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(a) | the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution; or |
(b) | the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or |
(c) | the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors. |
Redemption Date | | | Fair Market Value of Class A Ordinary Shares | ||||||||||||||||||||||||
(period to expiration of warrants) | | | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(a) | the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution; or |
(b) | the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or |
(c) | the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors. |
(a) | where this is necessary for the performance of our rights and obligations under any purchase agreements; |
(b) | where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
(c) | where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. |
1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | on or in respect of the shares, debentures or other obligations of the company; OR |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2018 Revision). |
3. | These concessions shall be for a period of 30 years from the date hereof. |
Underwriter | | | Number of Units |
Credit Suisse Securities (USA) LLC | | | |
BTIG, LLC | | | |
Total | | | 25,000,000 |
| | Per Unit(1) | | | Total(1) | |||||||
| | Without Over- allotment | | | With Over- allotment(2) | | | Without Over- allotment | | | With Over- allotment | |
Underwriting Discounts and Commissions paid by us | | | $0.55 | | | $0.55 | | | $13,750,000 | | | $15,812,500 |
(1) | Includes $0.35 per unit, or $8,750,000 (or $10,062,500 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. |
(a) | to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
(b) | to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €25,000,000, as shown in its last annual or consolidated accounts; |
(c) | to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or |
(d) | in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and |
(b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. |
| | June 30, 2021 | | | March 4, 2021 | |
| | (unaudited) | | | (audited) | |
ASSETS | | | | | ||
Deferred offering costs | | | $408,656 | | | $153,000 |
Total Assets | | | $408,656 | | | $153,000 |
| | | | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | ||
Current Liabilities: | | | | | ||
Accrued expenses | | | $11,043 | | | $8,530 |
Accrued offering costs | | | 215,031 | | | 128,000 |
Advances from related party | | | 168,625 | | | — |
Total Current Liabilities | | | 394,699 | | | 136,530 |
| | | | |||
Commitments and contingencies (Note 6) | | | | | ||
| | | | |||
Shareholders’ Equity: | | | | | ||
Preference 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; none issued and outstanding | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding(1) | | | 719 | | | 719 |
Additional paid-in capital | | | 24,281 | | | 24,281 |
Accumulated deficit | | | (11,043) | | | (8,530) |
Total Shareholders’ Equity | | | 13,957 | | | 16,470 |
Total Liabilities and Shareholders’ Equity | | | $408,656 | | | $153,000 |
(1) | Includes an aggregate of up to 937,500 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). |
| | For the Three Months Ended June 30, 2021 | | | For the Period from March 3, 2021 (Inception) Through June 30, 2021 | | | For the Period From March 3, 2021 (Inception) Through March 4, 2021 | |
| | (unaudited) | | | (unaudited) | | | (audited) | |
Formation and operating costs | | | 2,513 | | | 11,043 | | | 8,530 |
Net loss | | | $(2,513) | | | $(11,043) | | | $(8,530) |
| | | | | | ||||
Weighted average shares outstanding, basic and diluted(1) | | | 6,250,000 | | | 6,250,000 | | | 6,250,000 |
| | | | | | ||||
Basic and diluted net loss per ordinary share | | | $(0.00) | | | $(0.00) | | | $(0.00) |
(1) | Excludes an aggregate of up to 937,500 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance, March 3 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsor(1) | | | 7,187,500 | | | 719 | | | 24,281 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | (8,530) | | | (8,530) |
Balance, March 4, 2021 (audited) | | | 7,187,500 | | | 719 | | | 24,281 | | | (8,530) | | | 16,470 |
Net loss | | | — | | | — | | | — | | | — | | | — |
Balance, March 31, 2021 (unaudited) | | | 7,187,500 | | | 719 | | | 24,281 | | | (8,530) | | | 16,470 |
Net loss | | | — | | | — | | | — | | | (2,513) | | | (2,513) |
Balance, June 30, 2021 (unaudited) | | | 7,187,500 | | | $719 | | | $24,281 | | | $(11,043) | | | $13,957 |
(1) | Includes an aggregate of up to 937,500 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). |
| | For The Period From March 3, 2021 (inception) Through June 30, 2021 | | | For The Period From March 3, 2021 (inception) Through March 4, 2021 | |
| | (unaudited) | | | (audited) | |
Cash flows from operating activities: | | | | | ||
Net loss | | | $ (11,043) | | | $ (8,530) |
Adjustment to reconcile net loss to net cash used in operating activities: | | | | | ||
Change in accounts payable | | | 11,043 | | | 8,530 |
| | | | |||
Net cash used in operating activities | | | — | | | — |
| | | | |||
Net change in cash | | | — | | | — |
Cash at beginning of period | | | — | | | — |
Cash at end of period | | | $— | | | $— |
Non-cash financing activities: | | | | | ||
Deferred offering costs included in accrued offering costs | | | $215,031 | | | $128,000 |
Deferred offering costs paid by related party | | | $168,625 | | | $— |
Deferred offering costs paid by related party in exchange for Class B ordinary shares | | | $25,000 | | | $25,000 |
Credit Suisse | | | BTIG |
Item 13. | Other Expenses of Issuance and Distribution. |
Legal fees and expenses | | | $400,000 |
Accounting fees and expenses | | | 40,000 |
SEC expenses | | | 31,366 |
FINRA expenses | | | 43,625 |
Travel and road show | | | 40,000 |
Directors and officers insurance premiums | | | 250,000 |
NYSE listing and filing fees | | | 85,000 |
Printing and engraving expenses | | | 35,000 |
Miscellaneous expenses | | | 75,009 |
Total offering expenses | | | $1,000,000 |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. See Exhibit Index attached to this registration statement, which is incorporated by reference herein. |
(b) | Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Exhibit Number | | | Exhibit Description |
| | Form of Underwriting Agreement | |
| | Memorandum and Articles of Association | |
| | Form of Amended and Restated Memorandum and Articles of Association | |
| | Specimen Unit Certificate | |
| | Specimen Class A Ordinary Share Certificate | |
| | Specimen Warrant Certificate (included in Exhibit 4.4) | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | Opinion of Walkers | |
| | Opinion of Brown Rudnick LLP | |
| | Promissory Note, dated March 4, 2021, issued to Enphys Acquisition Sponsor LLC | |
| | Form of Letter Agreement among the Registrant and its directors and officers and Enphys Acquisition Sponsor LLC | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | Form of Registration Rights Agreement between the Registrant and certain security holders. | |
| | Securities Subscription Agreement, dated March 4, 2021, between the Registrant and Enphys Acquisition Sponsor LLC | |
| | Form of Sponsor Warrants Purchase Agreement between the Registrant and Enphys Acquisition Sponsor LLC | |
| | Form of Indemnity Agreement | |
| | Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Registrant | |
| | Form of Subscription Agreement between the Registrant and the anchor investors. | |
| | Form of Code of Ethics and Business Conduct | |
| | Consent of BDO LLP | |
| | Consent of Walkers, Cayman Islands (included in Exhibit 5.1) | |
| | Consent of Brown Rudnick LLP (included in Exhibit 5.2) | |
| | Power of Attorney | |
| | Consent of Carlos Guimarães | |
| | Consent of José Antonio Aguilar Bueno | |
| | Consent of Federico Carrillo-Zürcher | |
| | Consent of Hélio L. Magalhães | |
| | Consent of Eva Redhe | |
| | Form of Audit Committee Charter | |
| | Form of Compensation Committee Charter | |
| | Form of Nominating and Corporate Governance Committee Charter |
* |
** | Submitted herewith |
| | ENPHYS ACQUISITION CORP. | ||||
| | | | |||
| | By: | | | /s/ Jorge de Pablo | |
| | Name: | | | Jorge de Pablo | |
| | Title: | | | Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Jorge de Pablo | | | Chief Executive Officer and Director (principal executive officer) | | | |
Jorge de Pablo | | | ||||
| | | | |||
/s/ Pär Lindström | | | Chief Financial Officer and Director (principal financial and accounting officer) | | | |
Pär Lindström | | |
| | By: | | | /s/ Jorge de Pablo | |
| | Name: | | | Jorge de Pablo | |
| | Title: | | | Chief Executive Officer |