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 June 30, 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 August 22, 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.

Table of Contents

PYROPHYTE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements.	1
	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022, three months ended June 30, 2021, and for the period from February 12, 2021 (inception) through June 30, 2021	2
	Unaudited Condensed Statement of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the six months ended June 30, 2022 and Condensed Statement of Changes in Shareholders’ Equity for the Period from February 12, 2021 (inception) through June 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and for the period from February 12, 2021 (Inception) through June 30, 2021	4
	Notes to Unaudited 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.	24
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.	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits.	28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PYROPHYTE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Cash	$	395,164	$	966,695
Prepaid expenses		396,622		364,606
Other current assets		40,000		25,000
Total current assets		831,786		1,356,301
Investments and cash held in Trust Account		206,666,699		206,299,296
Non-current prepaid expenses	$	114,483	$	290,089
Total Assets	$	207,612,968	$	207,945,686

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	72,085	$	130,023
Total current liabilities		72,085		130,023
Deferred underwriting fees payable		8,443,750		8,443,750
Derivative warrant liabilities		6,065,625		11,506,893
Deferred legal fees		1,137,611		—
Total Liabilities		15,719,071		20,080,666

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 20,125,000 shares at $10.25 per share		206,566,699		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		(14,673,305)		(18,416,733)
Total shareholders’ deficit		(14,672,802)		(18,416,230)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	207,612,968	$	207,945,686

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

Table of Contents

PYROPHYTE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


							For The
							Period From
							February 12,
							2021
							(Inception)
	For The Three		For The Three		For The Six		Through
	Months Ended		Months Ended		Months Ended		June 30,
	June 30, 2022		June 30, 2021		June 30, 2022		2021
Formation costs	$	—	$	—	$	—	$	6,827
General and administrative expenses		446,213		—		1,779,811		—
Loss from operations		(446,213)		—		(1,779,811)		(6,827)
Change in fair value of derivative warrant liabilities		3,064,897		—		5,441,268		—
Gain on investments held in Trust Account		291,044		—		367,403		—
Other income		17		—		17		—
Net income (loss)	$	2,909,745	$	—	$	4,028,877	$	(6,827)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		20,125,000		—		20,125,000		—
Basic and diluted net income per share, Class A subject to possible redemption	$	0.12	$	0.00	$	0.16	$	0.00
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		5,031,250		4,375,000		5,031,250		4,375,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.12	$	(0.00)	$	0.16	$	(0.00)

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

Table of Contents

PYROPHYTE ACQUISITION CORP.

CONDENSED STATEMENT OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

For the three and six months ended June 30, 2022

(Unaudited)


	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 (restated)	—		—	—		—		—		1,119,132		1,119,132
Balance as of March 31, 2022 (restated)	20,125,000	$	206,281,250	5,031,250	$	503	$	—	$	(17,297,601)	$	(17,297,098)
Remeasurement of Class A ordinary shares to redemption value	—		285,449	—		—		—		(285,449)		(285,449)
Net income	—		—	—		—		—		2,909,745		2,909,745
Balance as of June 30, 2022	20,125,000	$	206,566,699	5,031,250	$	503	$	—	$	(14,673,305)	$	(14,672,802)

PYROPHYTE ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the three months ended June 30, 2021 and for the period from February 12, 2021 (Inception) through June 30, 2021

(Unaudited)

Ordinary Shares Subject to

Possible Redemption

Ordinary Shares

Additional

Total

Class A

Class B

Paid-In

Accumulated

Shareholders’

Shares

SEC Form 10-Q filed by Pyrophyte Acquisition Corp.