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 September 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 November 14, 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 SEPTEMBER 30, 2022

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements.	1
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022, three months ended September 30, 2021, and for the period from February 12, 2021 (inception) through September 30, 2021	2
	Unaudited Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 , three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from February 12, 2021 (Inception) through September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	25
PART II–OTHER INFORMATION		26
Item 1.	Legal Proceedings.	26
Item 1A.	Risk Factors.	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits.	30

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

PYROPHYTE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Cash	$	265,075	$	966,695
Prepaid expenses		375,372		364,606
Due from related party		39,500		—
Other current assets		—		25,000
Total current assets		679,947		1,356,301
Investments and cash held in Trust Account		207,690,429		206,299,296
Non-current prepaid expenses	$	25,225	$	290,089
Total Assets	$	208,395,601	$	207,945,686

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	81,105	$	130,023
Total current liabilities		81,105		130,023
Deferred underwriting fees payable		8,443,750		8,443,750
Derivative warrant liabilities		3,235,000		11,506,893
Deferred legal fees		1,142,012		—
Total Liabilities		12,901,867		20,080,666

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 20,125,000 shares at $10.32 and $10.25 per share at September 30, 2022 and December 31, 2021, respectively		207,590,429		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		(12,097,198)		(18,416,733)
Total shareholders’ deficit		(12,096,695)		(18,416,230)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	208,395,601	$	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 Nine		Through
	Months Ended		Months Ended		Months Ended		September 30,
	September 30, 2022		September 30, 2021		September 30, 2022		2021
Formation costs	$	—	$	13,551	$	—	$	20,378
General and administrative expenses		254,584		—		2,034,395		—
Loss from operations		(254,584)		(13,551)		(2,034,395)		(20,378)
Change in fair value of derivative warrant liabilities		2,830,625		—		8,271,893		—
Gain on investments held in Trust Account		1,023,730		—		1,391,133		—
Other income		66		—		83		—
Net income (loss)	$	3,599,837	$	(13,551)	$	7,628,714	$	(20,378)
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 (loss) per share, Class A subject to possible redemption	$	0.14	$	0.00	$	0.30	$	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	$	0.14	$	(0.00)	$	0.30	$	(0.00)

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

Table of Contents

PYROPHYTE ACQUISITION CORP.

CONDENSED STATEMENTS OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT)

For the three and nine months ended September 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)	—		—	—		—

SEC Form 10-Q filed by Pyrophyte Acquisition Corp.