04/28/2026 | Press release | Distributed by Public on 04/28/2026 15:30
Item 1.01. Entry into a Material Definitive Agreement.
As disclosed in the definitive proxy statement (the "Definitive Proxy Statement") filed by Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the "Company"), with the U.S. Securities and Exchange Commission on April 8, 2026, as well as other documents filed by the Company relating to the Extraordinary General Meeting (as defined below), Pyrophyte Acquisition LLC, a Delaware limited liability company (the "Sponsor"), agreed that if the Extension Amendment (as defined below) was approved at the Extraordinary General Meeting and adopted, then it or its designee would deposit a specified amount of cash per month into the Company's trust account (the "Trust Account") as a loan.
In connection with the approval of the Extension Amendment at the Extraordinary General Meeting, on April 28, 2026, the Company issued a promissory note to the Sponsor with a principal amount up to $1,200,000 (the "Fourth Extension Note"). The Fourth Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the Company's initial business combination and (ii) the date of the Company's liquidation. If the Company does not consummate an initial business combination by the Extended Date (as defined below), the Fourth Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
In addition, on April 28, 2026, the Company amended and restated its previously issued unsecured amended and restated convertible promissory note (as so amended and restated, the "Working Capital Convertible Promissory Note") with the Sponsor to extend the Maturity Date (as defined below) thereunder from the earlier of (i) April 29, 2026 and (ii) the effective date of an initial business combination to the earlier of (i) the Extended Date and (ii) the effective date of an initial business combination (such earlier date, the "Maturity Date"). The Company may borrow under the Working Capital Convertible Promissory Note for ongoing expenses reasonably related to the business of the Company and the consummation of an initial business combination. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,500,000 outstanding under the Working Capital Convertible Promissory Note into warrants to purchase Class A ordinary shares of the Company, par value $0.0001 per share ("Class A Ordinary Shares"), at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company's initial public offering.
The foregoing descriptions of the Fourth Extension Note and the Working Capital Convertible Promissory Note do not purport to be complete and are qualified in their entirety by the provisions of the Fourth Extension Note and the Working Capital Convertible Promissory Note, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item to the extent required.
Item 3.03. Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required.
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.
A copy of the amendment to the Articles (as defined below) is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.