UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

PYROPHYTE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40957

N/A

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

3262 Westheimer Road

Suite 706
Houston, Texas

77098

(Address Of Principal Executive Offices)

(Zip Code)

+1 (345) 769-4900

Registrant’s telephone number, including area code

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, $0.0001 par value, and one-half of one redeemable warrant	PHYT.U	New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	PHYT	New York Stock Exchange
Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	PHYT WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 19, 2022 the Registrant had 20,125,000 Class A ordinary shares, $0.0001 par value per share, and 5,031,250 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

PART I – FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements.	1
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (audited)	1
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021	2
	Unaudited Condensed Statement of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three months ended March 31, 2022 and Unaudited Condensed Statement of Changes in Shareholders’ Equity for the period from February 12, 2021 (inception) through March 31, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and for the period from February 12, 2021 (Inception) through March 31, 2021	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4.	Controls and Procedures.	23
PART II–OTHER INFORMATION		25
Item 1.	Legal Proceedings.	25
Item 1A.	Risk Factors.	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	26
Item 6.	Exhibits.	27


	March 31, 2022		December 31, 2021
	(Unaudited)		(Audited)
ASSETS
Cash	$	731,560	$	966,695
Prepaid expenses		436,550		364,606
Other current assets		25,000		25,000
Total current assets		1,193,110		1,356,301
Investments and cash held in Trust Account		206,375,655		206,299,296
Non-current prepaid expenses		202,771	$	290,089
Total Assets		207,771,536	$	207,945,686

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accrued expenses	$	316,320	$	130,023
Accounts Payable		185,331		—
Total current liabilities		501,651		130,023
Deferred underwriting fees payable		8,443,750		8,443,750
Derivative warrant liabilities		9,130,522		11,506,893
Total Liabilities		18,075,923		20,080,666

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 20,125,000 shares at $10.25 per share		206,281,250		206,281,250

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 20,125,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,031,250 shares issued and outstanding		503		503
Additional paid-in capital		—		—
Accumulated deficit		(16,586,140)		(18,416,733)
Total shareholders’ deficit		(16,585,637)		(18,416,230)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	$	207,771,536	$	207,945,686


			For The Period
			From February
			12, 2021
	For The Three		(Inception)
	Months Ended March		Through March
	31, 2022		31, 2021

Formation costs	$	—	$	6,827
General and administrative expenses		622,137		—
Loss from operations		(622,137)		(6,827)
Change in fair value of derivative warrant liabilities		2,376,371		—
Gain on investments held in Trust Account		76,359		—
Net income (loss)	$	1,830,593	$	(6,827)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		20,125,000		—
Basic and diluted net income per share, Class A subject to possible redemption	$	0.07	$	0.00
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		5,031,250		4,375,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.07	$	(0.00)


	Ordinary Shares Subject to
	Possible Redemption			Ordinary Shares			Additional				Total
	Class A			Class B			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	20,125,000	$	206,281,250	5,031,250	$	503	$	—	$	(18,416,733)	$	(18,416,230)
Net Income	—		—	—		—		—		1,830,593		1,830,593
Balance as of March 31, 2022 (unaudited)	20,125,000	$	206,281,250	5,031,250	$	503	$	—	$	(16,586,140)	$	(16,585,637)


			For The Period From
	For The Three		February 12, 2021
	Months Ended March		(inception) Through
	31, 2022		March 31, 2021

Cash Flows from Operating Activities:
Net income (loss)	$	1,830,593	$	(6,827)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on investments held in Trust Account		(76,359)		—
Change in fair value of derivative warrant liabilities		(2,376,371)		—
Changes in operating assets and liabilities:
Prepaid and other assets		15,374		—
Accounts payable		185,331		6,827
Accrued expenses		189,937		—
Net cash used in operating activities		(231,495)		—
Cash Flows from Financing Activities
Offering costs paid		(3,640)		—
Net cash (used in) provided by financing activities		(3,640)		—

Net decrease in cash		(235,135)		—
Cash - beginning of period		966,695		—
Cash - end of period	$	731,560	$	—

Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued offering costs and expenses	$	—	$	20,150
Deferred offering costs and formation expenses paid through promissory note - related party		—	$	25,000
Deferred offering costs paid through promissory note - related party	$	—	$	5,000


Gross proceeds	$	201,250,000
Less:
Class A ordinary shares issuance costs		(11,249,966)
Fair value of Public Warrants at issuance		(7,345,625)

Plus:
Accretion of carrying value to redemption value		23,626,841
Class A ordinary shares subject to possible redemption	$	206,281,250


	Level 1		Level 2		Level 3		Total
Assets:
Investments and cash held in Trust Account	$	206,375,655	$	—	$	—	$	206,375,655
Liabilities:
Public Warrants	$	4,527,119	$	—	$	—	$	4,527,119
Private Placements Warrants		—		—		4,603,403		4,603,403
Total Liabilities	$	4,527,119	$	—	$	4,603,403	$	9,130,522

SEC Form 10-Q filed by Pyrophyte Acquisition Corp.