UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 1 (
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Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 24, 2023, Pyrophyte Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved several proposals to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to (i) extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”) from April 29, 2023 to April 29, 2024 (the “Extended Date”) (the “Extension Amendment”), (ii) permit the Company’s board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement (the “Liquidation Amendment”), (iii) eliminate from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s initial business combination (the “Redemption Limitation”) (the “Redemption Limitation Amendment”) and (iv) provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) on a one-for-one basis prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment”).
The following is a tabulation of the votes with respect to the Extension Amendment, which was approved by the Company’s shareholders:
| For | Against | Abstain | ||||||
| 21,866,538 | 55,072 | 0 | ||||||
The following is a tabulation of the votes with respect to the Liquidation Amendment, which was approved by the Company’s shareholders:
| For | Against | Abstain | ||||||
| 21,866,538 | 55,072 | 0 | ||||||
The following is a tabulation of the votes with respect to the Redemption Limitation Amendment, which was approved by the Company’s shareholders:
| For | Against | Abstain | ||||||
| 21,841,538 | 55,072 | 25,000 | ||||||
The following is a tabulation of the votes with respect to the Founder Share Amendment, which was approved by the Company’s shareholders:
| For | Against | Abstain | ||||||
| 21,866,538 | 55,072 | 0 | ||||||
In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 11,151,163 shares of the Company’s Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.52 per share of the funds held in the Company’s trust account, leaving approximately $94,754,148 in cash in the trust account after satisfaction of such redemptions.
In addition, on April 24, 2023, the Company adopted the amendments to the Charter, effective the same day. A copy of the Charter Amendments are attached hereto as Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description of Exhibits | |
| 3.1 | Amendment to the Registrant's Amended and Restated Memorandum and Articles of Association. | |
| 104 | Cover Page Interactive Data File-Embedded within the inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PYROPHYTE ACQUISITION CORP. | |||
| By: |
/s/ Bernard Duroc-Danner |
||
| Name: | Bernard Duroc-Danner | ||
| Title: | Chairman | ||
Date: April 28, 2023
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED MEMORANDUM
AND ARTICLES OF ASSOCIATION
OF
PYROPHYTE ACQUISITION CORP.
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
"RESOLVED as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the company be amended by:
| a) | amending Article 51.2 as follows: |
"Prior to the consummation of a Business Combination, the Company shall either:
| (a) | submit such Business Combination to its Members for approval; or |
| (b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business
days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable,
if any), divided by the number of then issued Public Shares |
| b) | amending Article 51.7 as follows: |
"In the event that the Company
does not consummate a Business Combination within 24 months from the consummation of the IPO on or before
April 29, 2024 (or such earlier date as determined by the board of Directors and included in a public announcement), or
such later time as the Members may approve in accordance with the Articles, the Company shall:
| a. | cease all operations except for the purpose of winding up; |
| b. | as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and |
| c. | as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law."
| c) | amending Article 51.5 as follows: |
“Any Member holding Public Shares
who is not a Founder, officer of the Company or Director may, in connection with any vote on a Business Combination, elect to have their
Public Shares redeemed for cash (the “IPO Redemption”), provided that no such Member acting together with any affiliate
of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the
purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the
Public Shares in the aggregate without the prior consent of the Company. If so demanded, the Company shall pay any such redeeming Member,
regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal
to the aggregate amount then on deposit in the Trust Fund calculated as of two business days prior to the consummation of the Business
Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued Public Shares (such
redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed
Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s
net tangible assets to be less than US$5,000,001 following such redemptions (the "Redemption Limitation").”.
| d) | amending Article 51.8 as follows: |
"In the event that any amendment is made to the Articles:
| a. | to modify the substance or timing of the Company's obligation to allow redemption in connection with a
Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination |
| b. | with respect to any other provision relating to Members’ rights or pre-Business Combination activity, |
each holder of Public Shares who is
not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval
or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes,
divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is
subject to the Redemption Limitation"
| e) | amending Article 51.10 as follows: |
“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:
| a. | receive funds from the Trust Fund; or |
| b. | vote as a class with Public Shares on any Business Combination." |