04/20/2026 | Press release | Distributed by Public on 04/20/2026 13:27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Pyrophyte Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(l) and 0-11. |
PYROPHYTE ACQUISITION CORP.
3262 Westheimer Road
Suite 706
Houston, Texas 77098
SUPPLEMENT TO THE PROXY STATEMENT
FOR THE EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2026
Dear Pyrophyte Acquisition Corp. Shareholder:
On April 8, 2026, Pyrophyte Acquisition Corp. (the "Company") filed a definitive proxy statement (the "Proxy Statement"; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement) with the U.S. Securities and Exchange Commission (the "SEC") in connection with the Company's extraordinary general meeting of shareholders (the "EGM"), to be held on April 28, 2026 at the offices of Perkins Coie LLP, 1155 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the EGM may be adjourned.
At the EGM, the Company's shareholders will be asked to consider and vote on, among other things, the Extension Proposal to amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination (the "Extension") from April 29, 2026 to April 29, 2027. As previously stated in the Proxy Statement, if the Extension Proposal is approved and the Extension is implemented, Pyrophyte Acquisition LLC (the "Sponsor") has agreed to loan the Company an amount equal to $0.05 per public share outstanding after redemptions for each calendar month beginning on April 30, 2026, up to a maximum aggregate amount of $908,376 (the "Fourth Extension Contributions").
The Company is filing this supplement (this "Supplement") to its Proxy Statement to (i) modify the terms of the Fourth Extension Contributions as described below and (ii) inform its shareholders that if the Extension Proposal is approved and the Extension is implemented, the Sponsor will loan the Company an amount equal to the greater of (x) $0.05 per Class A ordinary share of the Company originally included in its units sold in its initial public offering (the "public shares") outstanding after redemptions and (y) $75,000, for each calendar month beginning on April 30, 2026, up to a maximum aggregate amount of $908,372.40. This Supplement should be read in conjunction with the Proxy Statement, and other than as described herein, this Supplement does not modify any other information in the Proxy Statement. From and after the date of this Supplement, any references to the "Proxy Statement" are to the Proxy Statement as supplemented hereby.
As previously stated in the Proxy Statement, the Fourth Extension Contributions will be evidenced by a Fourth Extension Contribution Note and will be repayable by the Company upon consummation of an initial business combination. If the Company does not consummate an initial business combination by the stated maturity date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Any Fourth Extension Contribution is conditioned on the approval of the Extension Proposal and the implementation of the Extension. No Fourth Extension Contribution will occur if the Extension Proposal is not approved, or the Extension is not implemented. Further, the Investment Management Trust Agreement, dated October 26, 2021, by and between the Company and Continental Stock Transfer & Trust, as amended, provides that if the Company does not deposit a Fourth Extension Contribution within 45 days of such applicable Contribution Date, the Company will commence liquidation of the Trust Account. However, if the Company has consummated an initial business combination or announced its intention to wind up prior to any Contribution Date, any obligation to make a Fourth Extension Contribution will terminate.
If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. In addition, shareholders who have already submitted a redemption request with respect to the shares held by them may reverse such request by contacting Continental Stock Transfer & Trust Company at Continental Stock Transfer & Trust Company, the Company's transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemptions (e-mail: [email protected]). If you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer to the Proxy Statement for additional information on how to do so.
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Only holders of record of the Company's ordinary shares as of the close of business on March 27, 2026, which is the record date for the EGM (the "Record Date"), are entitled to notice of, and to vote at, the EGM or any adjournment or postponement thereof. On the Record Date, 6,545,204 Ordinary Shares were outstanding and entitled to vote. The Company's warrantholders do not have voting rights at the EGM.
You should read the Proxy Statement and other documents that the Company has filed with the SEC, together with this Supplement, for more complete information about the Company and the proposals. If you have questions about the proposals or if you need additional copies of the Proxy Statement or the accompanying proxy card you should contact:
Pyrophyte Acquisition Corp.
3262 Westheimer Road, Suite 706
Houston, Texas 77098
Telephone: (281) 701-4234
On behalf of the Board, we would like to thank you for your support of Pyrophyte Acquisition Corp.
April 20, 2026
By Order of the Board of Directors,
| /s/ Bernard J. Duroc-Danner | |
| Bernard J. Duroc-Danner | |
| Chairman of the Board of Directors |
Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the EGM. If you are a shareholder of record, you may also cast your vote virtually at the EGM. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the EGM by obtaining a proxy from your brokerage firm or bank. Your failure to vote in person or by proxy will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will not count as votes cast and therefore have no effect on any of the proposals.
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