UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
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PYROPHYTE ACQUISITION CORP.
3262 Westheimer Road
Suite 706
Houston, Texas 77098
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETINGIN LIEU OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF
PYROPHYTE ACQUISITION CORP.
Dear Shareholders of Pyrophyte Acquisition Corp.:
You are cordially invited to attend the Extraordinary General Meeting in lieu of Annual General Meeting (the “Extraordinary General Meeting”) of Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Pyrophyte,” “we,” “us” or “our”), to be held on [•], 2023,2024, at [•] [AM/PM][AM], Eastern Time, at the offices of White & Case LLP, located at 1221 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually via the Internet. You will be able to attend the Extraordinary General Meeting online, vote, and submit your questions during the Extraordinary General Meeting by visiting
Please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Extraordinary General Meeting. It is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. Instructions on how to vote your shares are on the proxy materials you received for the Extraordinary General Meeting.
The Extraordinary General Meeting is being held to consider and vote upon the following proposals:
(a)
(b)
Each of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Director Election Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL “FOR” THE LIQUIDATION AMENDMENT PROPOSAL, “FOR” THE REDEMPTION LIMITATION AMENDMENT PROPOSAL, “FOR” THE FOUNDER SHARE AMENDMENT PROPOSAL, “FOR” THE DIRECTOR ELECTION PROPOSAL AND, IF PRESENTED, “FOR” THE ADJOURNMENT PROPOSAL.
The sole purpose of the Extension Proposal is to provide us with sufficient time to complete an initialour proposed business combination.combination with Sio Silica Corporation (“Sio”). On September 29, 2022,November 13, 2023, we signed a non-binding letter of intent forentered into a business combination agreement (the “Business Combination Agreement”) with Sio, Sio Silica Incorporated, a companynewly-formed Alberta corporation formed solely for the purpose of engaging in the critical minerals sector (“Target”). However, no assurances can be made that the Company and Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions.
Pyrophyte will amalgamate with Sio Newco (the “SPAC Amalgamation”), with Sio Newco surviving the SPAC Amalgamation (“Pubco”) in accordance with the terms of a Plan of Arrangement (the “Plan of Arrangement”), and (iii) Sio and Pyrophyte Newco will amalgamate (the “Sio Amalgamation” and together with the SPAC Amalgamation, the “Amalgamations”), with Sio surviving the Sio Amalgamation as a wholly-owned subsidiary of Pubco and such entity will continue the business operations currently undertaken by Sio. The Amalgamations, together with the other transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and all other agreements, certificates and instruments entered into in connection therewith, are referred to herein as the “Sio Business Combination.” While we and the other parties to the Business Combination Agreement are working towards satisfaction of the conditions to completion of the Sio Business Combination, including the necessary filings with the U.S. Securities and Exchange Commission (the “SEC”) related to the transaction, our board of directors (the “Board”) has determined that there will not be sufficient time before the Current Outside Date to hold a special meeting to obtain shareholder approval of, and to redeem all public shares on a specified date followingconsummate, the filingSio Business Combination. Accordingly, our Board believes that in order to be able to successfully complete the Sio Business Combination, it is appropriate to obtain the Extension. Our Board believes that the Sio Business Combination is compelling and in the best interests of the amended Charter and prior to the Extended Date (including a date prior to April 29, 2023), after taking into account various factors, including, but not limited to, the prospect of identifying a target and negotiating and consummating a business combination prior to the Extended Date. Theour shareholders. Therefore, our Board believeshas determined that it is in the best interests of our shareholders to extend the Company’s stockholders to provide additional flexibility to wind up the Company’s operations, indate by which case it will liquidate the trust account and dissolve in accordance with applicable law and to redeem all public shares.
In connection with the Charter Amendments,Extension, public shareholders may elect to redeem their shares for a per-shareper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the Company’s initial public offering (the “IPO”“Trust Account”) that was consummated on October 29, 2021 (the “Trust Account”“IPO”), including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then-issuedthen-issued and outstanding Class A ordinary shares, par value $0.0001 per share (the Class A Ordinary Shares,Shares” or the “Ordinary Shares”), regardless of how such public shareholders vote on any of the Charter Amendment ProposalsExtension Proposal or if they vote at all. If the Charter Amendment Proposals areExtension is approved by the requisite vote of shareholders, and the Charter Amendments areExtension is implemented, the remaining public shareholders will retain their right to redeem their Class A Ordinary Shares upon consummation of our initial business combination when it is submitted to a vote of the shareholders, subject to any limitations set forth in the Charter,Articles, as amended. In addition, public shareholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.
Based upon the amount held in the Trust Account as of the Record Date (as defined below), which was $[•] (including interest not previously released to Pyrophyte to pay its taxes), the Company estimates that the per-shareper-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $[•] at the time of the Extraordinary General Meeting. The closing price of athe Class A Ordinary ShareShares on the NYSENew York Stock Exchange (the “NYSE”) on the Record Date was $[•]. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $[•] [less][more] per share than if such shareholder sold its public shares in the open market. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
Pursuant to the Charter,Articles, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if each of the Charter Amendment Proposals areExtension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(ii)
Holders of units of the Company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so.
Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the ExtensionIf the Extension is not approved and we do not consummate an initial business combination by April 29, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter redeem the public shares, at a per-shareper-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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining public shareholders and the Board, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by April 29, 20232024 or by the applicable deadline as may be extended.
Approval of each of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirdstwo-thirds of the Class A Ordinary Shares and Class B Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting. Ordinary Shares that are present virtually during the Extraordinary General Meeting constitute Ordinary Shares represented “in person.”
Approval of each of the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve one or more of the other proposals at the Extraordinary General Meeting or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.
The Board has fixed the close of business on [•], 2023,2024, as the record date for the Extraordinary General Meeting (the “Record Date”). Only shareholders of record on [•], 2023,2024, are entitled to notice of and to vote at the Extraordinary General Meeting or any adjournments and/or postponements thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
You are not being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on an initial business combination if and when such transaction is submitted to shareholders and the right to redeem your public shares for cash from the Trust Account in the event a proposed initial business combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date. If an initial business combination is not consummated by the Extended Date assuming the Extension is implemented, and the Company does not obtain an additional extension, the Company will redeem its public shares.
All Pyrophyte shareholders are cordially invited to attend the Extraordinary General Meeting viaat the Internet at
A shareholder’s 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-votesnon-votes will be counted in connection with the determination of whether a valid quorum is established.
YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Extraordinary General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200,662-5200, or banks and brokers can call collect at (203) 658-9400,658-9400, or by emailing PHYT.info@investor.morrowsodali.com.
On behalf of our board of directors, we would like to thank you for your support of Pyrophyte Acquisition Corp.
[•], 2023
By Order of the Board,
Bernard J. Duroc-Danner |
If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) TENDER OR DELIVER YOUR CLASS A ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
This proxy statement is dated , 20232024
and is first being mailed to our shareholders with the form of proxy on or about , 2023.2024.
IMPORTANT
Whether or not you expect to attend the Extraordinary General Meeting, you are respectfully requested by the Company’s board of directors to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting.
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [•[•], 20232024
Dear Shareholders of Pyrophyte Acquisition Corp.:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company”), will be held on [•], 2023,2024, at [•] [AM/ PM][AM], Eastern Time, at the offices of White & Case LLP, located at 1221 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, and will be available to attend virtually via the Internet. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting
1.
2.
The above matters are more fully described in the accompanying proxy statement.
We urge you to read carefully the accompanying proxy statement in its entirety.The sole purpose of the Extension Proposal is to provide us with sufficient time to complete an initialour proposed business combination.combination with Sio Silica Corporation (“Sio”). On September 29, 2022,November 13, 2023, we signed a non-binding letter of intent forentered into a business combination agreement (the “Business Combination Agreement”) with Sio, Sio Silica Incorporated, a companynewly-formed Alberta corporation formed solely for the purpose of engaging in the critical minerals sector (“Target”). However, no assurances can be made that the Company and Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions.
interests of our shareholders to extend the Company’s stockholders to provide additional flexibility to wind up the Company’s operations, indate by which case it will liquidate the trust account and dissolve in accordance with applicable law and to redeem all public shares.
Approval of the Director Election Proposal is to elect a director, which is necessary to satisfy certain listing requirements of the New York Stock Exchange (the “NYSE”).
Approval of each of the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting.
In connection with the Charter Amendment Proposals,Extension Proposal, public shareholders may elect to redeem their shares for a per-shareper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with the IPOinitial public offering (the “Trust Account”“IPO”), including interest earned on the funds
Pursuant to the Charter,Articles, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Charter Amendments areExtension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(ii)
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so.
Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the ExtensionIf the Extension is not approved and we do not consummate an initial business combination by April 29, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-shareper-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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
The Company’s sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability company. The Sponsor and the Company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Class A Ordinary Shares that were previously classified as Class B Ordinary Shares (as defined below) (“Founder Shares”) or shares underlying the Private Placement Warrants (as defined below) held by it or them, as applicable, if the Company fails to
If the Company liquidates, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor does it apply to any claims under our indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The per-shareper-share liquidation price for the public shares is anticipated to be approximately $[•] (based on the amount held in the Trust Account as of the Record Date (including interest not previously released to Pyrophyte to pay its taxes)). Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.25 due to unforeseen claims of potential creditors.
If the Charter Amendment Proposals areExtension is approved, and the Charter Amendments areExtension is implemented, such approval will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The funds remaining in the Trust Account after the removal of such Withdrawal Amount shall be available for use by the Company to complete an initial business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on an initial business combination through the Extended Date if the Charter Amendment Proposals areExtension is approved, and the Charter Amendments areExtension is implemented.
The withdrawal of the Withdrawal Amount will reduce the amount held in the Trust Account, and the amount remaining in the Trust Account may be significantly less than the $[•] that was in the Trust Account as of the Record Date. In such an event, the Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
Only shareholders of record of the Company as of the close of business on [•], 2023,2024, are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournments and/or postponements thereof. Each Ordinary Share entitles the holder thereof to one vote. On the record date, there were 25,875,00014,005,087 Ordinary Shares issued and outstanding, including 20,125,000 Class A Ordinary Shares and 5,031,250 Class B Ordinary Shares.outstanding. The Company’s warrants do not have voting rights in connection with the proposals.
Your vote is important. Proxy voting permits shareholders unable to attend the Extraordinary General Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Extraordinary General Meeting by following the instructions included in this proxy statement and on the proxy card. It is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. You are urged to review carefully the information contained in the enclosed proxy
statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your Ordinary Shares, please
By Order of the Board,
Bernard J. Duroc-Danner |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON [•],APRIL 24, 2023
This Notice of Extraordinary General Meeting and Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 are available at [•].
https://www.cstproxy.com/pyrophytespac/2023.
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This proxy statement contains “forward-looking“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this proxy statement including, without limitation, regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-lookingforward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-lookingforward-looking statements. Such forward-lookingforward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-lookingforward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-lookingforward-looking statements, please refer to the Risk Factors section of our Annual Report on Form 10-K10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on [•],April 12, 2023 and elsewhere in our filings with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at
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These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement the Annual Report on Form 10-K for the year ended December 31, 2022 and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Extraordinary General Meeting to be held in person or virtually on [•], 2023,2024, or at any adjournments and/or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting.
Pyrophyte is a blank check company incorporated on February 12, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”).
On February 24, 2021, the Company issued 5,750,000 Class B ordinary shares, par value $0.0001, of the Company (“Class B Ordinary Shares”) to Pyrophyte Acquisition LLC (the “Sponsor”)the Sponsor for an aggregate purchase price of $25,000, or approximately $0.004 per share. On September 29, 2021, the Sponsor surrendered 718,750 FounderClass B Ordinary Shares to the Company for cancelation for no consideration, resulting in an aggregate of 5,031,250 FounderClass B Ordinary Shares outstanding.
On October 14, 2021, the Company issued an unsecured, convertible promissory note (the “Convertible Note”) to the Sponsor, pursuant to which the Company could borrow up to $5,000,000 from the Sponsor, for ongoing expenses reasonably related to the business of the Company and the consummation of a business combination. All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) April 29, 20232024 and (ii) the effective date of a business combination (such earlier date, the “Maturity Date”). The Sponsor has the option, at anytimeany time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note up to an aggregate amount of $1,500,000 into warrants to purchase shares of the Company’s Class A common stock,ordinary shares, at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of Class A common stockordinary 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 IPO. As of December 31, 2022,2023, the Company has not borrowed under the Convertible Note. If the Extension Amendment is implemented, the Company and the Sponsor intend to amend the Convertible Note to extend the Maturity Date to the earlier of (i) [•][April 29, 2025] and (ii) the effective date of a business combination.
On October 29, 2021, the Company consummated its IPO of 20,125,000 units at $10.00 per unit, including the exercise by the underwriters of their over-allotmentover-allotment option in full. Each unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (“Class A Ordinary Shares” or “public shares”) and one-halfone-half of one redeemable warrant to purchase one Class A Ordinary Share. Simultaneously with the consummation of the IPO, Pyrophyte completed the private placement of 10,156,250 private placement warrants (the “Private Placement Warrants”) each exercisable for one Class A Ordinary Share at a purchase price of $11.50 per share to the Sponsor, generating gross proceeds to us of $10,156,250. Following the closing of the IPO and over-allotment,over-allotment, a total of $206,281,250 ($10.25 per unit) of the net proceeds from its IPO and the sale of the Private Placement Warrants were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. Our CharterArticles provides for the return of the IPO proceeds held in the Trust Account to the holders of public shares if we do not complete our initial business combination by April 29, 2023.
The Company was unable to complete a non-binding letter of intent for aqualifying business combination with a company inby the critical minerals sector (“Target”). However, no assurances can be made that the Company and Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subjectoriginal date by which it had to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions. While the Company and Target are working toward
2
2023, the Sponsor elected to convert 5,031,250 Class B Ordinary Shares held by it, representing the total amount of then-outstanding Class B Ordinary Shares, into Class A Ordinary Shares on a one-for-one basis for no consideration. In addition, in connection with the extension from April 29, 2023 to April 29, 2024, the Sponsor agreed to loan the Company an amount equal to $160,000 for each calendar month beginning on April 30, 2023 until the earlier of (i) the completion of a business combination and (ii) the Company’s liquidation (each, a “Contribution”). On May 4, 2023, the Company issued a convertible promissory note to the Sponsor with a principal amount up to $1.92 million for working capital expenses. The convertible promissory note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial business combination, or the liquidation of the Company. If the Company does not consummate an initial business combination by the maturity date, the convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the convertible promissory note may be converted into warrants identical to the private placement warrants issued at the IPO, at a price of $1.00 per warrant, at the option of the Sponsor.
On November 13, 2023, we entered into the Business Combination Agreement with Sio and the other parties thereto. While we and the other parties to the Business Combination Agreement are working towards satisfaction of the conditions to completion of the Sio Business Combination, including the necessary filings with the SEC related to the transaction, our Board has determined that there maywill not be sufficient time before April 29, 2023 (the “Currentthe Current Outside Date”)Date to hold a special meeting to obtain shareholder approval of, and to consummate, the closing of theSio Business Combination. Accordingly, our Board believes that in order to be able to successfully complete the Sio Business Combination, it is appropriate to obtain the Extension. Our Board believes that the Sio Business Combination is compelling and in the best interests of our shareholders. Therefore, theour Board has determined that it is in the best interests of the Company’sour shareholders to extend the date by which the Company has tomust complete an initiala business combination to [•] (the “Extended Date”).
What is being voted on?
You are being asked to vote on the following proposals:
1.
2.
You are not being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on our initial business combination if and when it is submitted to shareholders and the right to redeem your public shares for cash in the event an initial business combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board. Sten L. Gustafson and Bernard J Duroc-DannerDuroc-Danner have been designated as proxies by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Extraordinary General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described below. If any matters not described in this proxy statement are properly presented at the Extraordinary General Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Extraordinary General Meeting is
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Can I attend the Extraordinary General Meeting?
Yes. The Extraordinary General Meeting will be held at [•] [AM/PM][AM], Eastern Time, on [•], 2023,2024, at the offices of White & Case LLP, located at 1221 Avenue of the Americas, New York, New York 10020, or virtually via live webcast at https://www.cstproxy.com/pyrophytespac/2023. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting
You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paidpre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares.
Why should I vote to approve the Extension?
Our Board believes shareholders will benefit from the Company consummating the Sio Business Combination and is proposing the Extension to extend the date by which the Company has to complete an initial business combination until the Extended Date. The Extension would give the Company the opportunity to complete the Sio Business Combination.
The CharterArticles currently provides that if the Company does not complete an initial business combination by April 29, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-shareper-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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
We believe that the provisions of the CharterArticles described in the preceding paragraph were included to protect the Company’s shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Charter.Articles. We also believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, including the Sio Business Combination, and our belief that an initial business combinationthe Sio Business Combination offers an attractive investment for our shareholders, the Extension is warranted.
In connection with the Extension, public shareholders may elect to redeem their shares for a per-shareper-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 (which interest shall be net of taxes payable), divided by the number of then-issuedthen-issued and outstanding Class A Ordinary Shares, regardless of how such public shareholders vote on the Extension Proposal the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal or if they vote at all.
Liquidation of the Trust Account is a fundamental obligation of the Company to the public shareholders and the Company is not proposing and will not propose to change that obligation to the public shareholders.
Our Board recommends that you vote in favor of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.
How do the Company insiders intend to vote their shares?
The Sponsor, the Company’s directors, officers advisory board members and their permitted transferees (collectively, the “Insiders”) are expected to vote any Class Athe Ordinary Shares and Class B Ordinary Shares (together, the “Ordinary Shares”) over which they have voting control in favor of the Extension Proposal
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The Insiders are not entitled to redeem any Ordinary Shares held by them. On the record date, the Insiders beneficially owned and were entitled to vote 5,031,250 Class B Ordinary Shares, which represents 20%approximately 36% of the Company’s issued and outstanding Ordinary Shares.
Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Extraordinary General Meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemptionnon-redemption agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $[•] per share, based on the amounts held in the Trust Account as of the Record Date (including interest not previously released to Pyrophyte to pay its taxes)); (b) would represent in writing that such public shares will not be voted in favor of approving the Extension; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.
To the extent any such purchases by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K8-K prior to the Extraordinary General Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of Ordinary Shares for which the Company has received redemption requests pursuant to its redemption offer.
The purpose of such share purchases and other transactions would be to increasedecrease the likelihoodamount of otherwise limiting the number of public shares electing to redeem.
If such transactions are effected, the consequence could be to cause the Extension to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension at the Extraordinary General Meeting and could decrease the chances that the Extension would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
The Company hereby represents that any Company securities purchased by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal.
Who is the Company’s Sponsor?
The Company’s Sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability company. The Sponsor currently owns an aggregate of 5,031,250 Ordinary Shares, which consists of 5,031,250 Class B OrdinaryFounder Shares.
What vote is required to approve the Extension Proposal?
Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares which are represented in person
What vote is required to approve the Adjournment Proposal?
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting.
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What if I want to vote against or don’t want to vote for any of the proposals?
If you do not want any of the proposals to be approved, you must abstain, not vote or vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions and broker non-votesnon-votes will be counted in connection with the determination of whether a valid quorum is established.
Will you seek any further extensions to liquidate the Trust Account?
Other than the extension until the Extended Date as described in this proxy statement, we do not currently anticipate seeking any further extension to consummate an initial business combination.
What happens if the Charter Amendment Proposals areExtension is not approved or if the Charter Amendment Proposals areExtension is approved, but not implemented?
If the Charter Amendment Proposals areExtension is not approved, or if the Charter Amendment Proposals areExtension is approved, but the Charter AmendmentsExtension are not implemented, and we do not consummate an initial business combination by April 29, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at
The Insiders have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Class B Ordinary Shares held by it or them, as applicable, if the Company fails to complete an initial business combination by April 29, 2023,2024, or by the applicable deadline as may be extended, although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A Ordinary Shares they hold if the Company fails to complete its initial business combination by such date. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by April 29, 20232024 or by the applicable deadline as may be extended. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.
If the Charter Amendment Proposals areExtension is approved and the Charter Amendments areExtension is implemented, what happens next?
The Company is continuing its efforts to complete the Sio Business Combination.
The Company is seeking approval of the Extension because the Company may not be able to complete the Sio Business Combination prior to April 29, 2023.2024. If the Charter Amendment Proposals areExtension is approved, the Company expects to continue working toward satisfaction of the conditions to completion of the Sio Business Combination. If shareholders approve the Business Combination, the Company expects to consummate suchthe Sio Business Combination as soon as possible following shareholder approval and satisfaction of the other conditions to the consummation of such the Sio Business Combination.
Upon approval of each of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal by the holders of at least two-thirdstwo-thirds of the Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting, the Company will file an amendment to the CharterArticles with the Cayman Islands Registrar of Companies (the “Cayman Registrar”) in the form attached as
If the Charter Amendments areExtension is approved, any removal of any Withdrawal Amount (defined as an amount equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares) from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of Ordinary Shares held by the Sponsor through the Class B Ordinary Shares.
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If the Extension is approved, the Sponsor will continue to receive payments from the Company of $15,000$5,000 per month for office space, utilities, secretarial and administrative support services provided to the members of the Company’s management team of which Mr. Major, the Chief Financial Officer and Executive Vice President of Business Development will be paid $10,000 per month. until the earlier of the Company’s consummation of an initial business combination or the Company’s liquidation pursuant to the Administrative Services Agreement, dated as of October 26, 2021, by and between the Company and the Sponsor (the “Administrative Services Agreement”).
What happens if the Charter Amendment Proposals areExtension is not approved, or if the Charter Amendment Proposals areExtension is approved, but not implemented?
If there are insufficient votes to approve any of the Charter Amendment Proposals,Extension, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Amendment Proposals.
If the Charter Amendment Proposals areExtension is not approved at the Extraordinary General Meeting or at any adjournment thereof, then the Extension will not be implemented and if an initial business combination is not completed on or before the Current Outside Date, then as contemplated by and in accordance with the Charter,Articles, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-shareper-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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject, in each case, to our obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company dissolves and liquidates the Trust Account.
The Insiders have waived their rights to participate in any liquidation distribution with respect to the 5,031,250 Class B Ordinary Shares held by them.
Where will I be able to find the voting results of the Extraordinary General Meeting?
We will announce preliminary voting results at the Extraordinary General Meeting. We will also disclose voting results on a Current Report on Form 8-K8-K that we will file with the SEC within four business days after the Extraordinary General Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K8-K within four business days after the Extraordinary General Meeting, we will file a Current Report on Form 8-K8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K8-K as soon as they become available.
Would I still be able to exercise my redemption rights in connection with a vote to approve a proposed initial business combination?
Yes. Assuming you are a shareholder as of the record date for voting on a proposed initial business combination, you will be able to vote on a proposed initial business combination if and when it is submitted to shareholders. If you disagree with an initial business combination, you will retain your right to redeem your public shares upon consummation of such initial business combination, subject to any limitations set forth in our Charter.
How do I change my vote?
Shareholders may send a later-dated,later-dated, signed proxy card to the Company at 3262 Westheimer Road, Suite 706, Houston, Texas 77098, Attention: Secretary, so that it is received prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on [•], 2023)2024). Shareholders also may revoke their proxy by sending a notice of revocation to the Company’s Chief Executive Officer, which must be received prior to the vote at the Extraordinary General Meeting, or by attending the Extraordinary General Meeting, revoking their proxy and voting in person. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
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How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votesnon-votes for each of the proposals. A shareholder’s failure to vote by proxy or to vote in person at the meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions and broker non-votesnon-votes will be counted in connection with the determination of whether a valid quorum is established.
If my shares are held in “street name,” will my broker automatically vote them for me?
If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary”“non-discretionary” items. We believe that each of the proposals are “non-discretionary”“non-discretionary” items.
Your broker can vote your shares with respect to “non-discretionary”“non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votesnon-votes with respect to all proposals. Abstentions and broker non-votes,non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under our Charter.Articles. The presence, in person, by proxy, or if a corporation or other non-naturalnon-natural person, by its duly authorized representative or proxy, of the holders of a majority
Who can vote at the Extraordinary General Meeting?
Holders of our Ordinary Shares as of the close of business on [•], 2023,2024, the record date, are entitled to vote at the Extraordinary General Meeting. As of the record date, there were 25,875,00014,005,087 Ordinary Shares issued and outstanding, consisting of 20,125,0008,973,837 public shares and 5,031,250 non-redeemable Class A Ordinary Shares and 5,031,250 Class B Ordinary Shares.held by the Sponsor. In deciding all matters at the Extraordinary General Meeting, each shareholder will be entitled to one vote for each share held by them on the record date. Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The Insiders collectively own all of our issued and outstanding Class B Ordinary Shares, constituting approximately 20% of our issued and outstanding Ordinary Shares.
Registered Shareholders.If our shares are registered directly in your name with our transfer agent, Continental, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Extraordinary General Meeting.
Street Name Shareholders.If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the shareholder of record, you may not vote your Ordinary Shares at the Extraordinary General Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to shareholders who hold their shares through a broker, bank or other nominee as “street name shareholders.”
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Does the Board recommend voting for the approval of the proposals?
Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the proposals are in the best interests of the Company and its shareholders. The Board recommends that the Company’s shareholders vote “FOR” each of the proposals.
What interests do the Sponsor and the Company’s directors and officers have in the approval of the proposals?
The Sponsor and the Company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of Class B OrdinaryFounder Shares, the ownership of the Private Placement Warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “
Are there any dissenter’s or appraisal or similar rights for dissenting shareholders?
Shareholders of Pyrophyte do not have dissenters’ rights in connection with any of the proposals presented at the Extraordinary General Meeting under Cayman Islands law.
What happens to the Company’s warrants if the Extension is not approved?
If the Extension is not approved and we do not consummate an initial business combination by April 29, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-shareper-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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by April 29, 20232024 or by the applicable deadline as may be extended.
What happens to the Company’s warrants if the Extension is approved?
If the Extension is approved, the Company will continue to attempt to consummate the Sio Business Combination until the Extended Date and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.
How are the funds in the Trust Account currently being held?
The SEC recently provided guidance that the regulationdetermination of whether a special purpose acquisition companiescompany, like us (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, the extent to which SPACs could become subject to regulationPyrophyte, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of 1940, as amended (the “Investment Company Act”),factors, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.
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Transfer & Trust Company, as trustee (as amended, the “Trust Agreement”), the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds in this manner, and by focusing Pyrophyte’s directors’ and officers’ time toward, and operating Pyrophyte’s business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), Pyrophyte intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act,Act. Further, investing in Pyrophyte’s securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to mitigateoccur of either: (i) the riskcompletion of being viewed as operating as an unregistered investment company (including underPyrophyte’s initial business combination; (ii) the subjective testredemption of Section 3(a)(1)any public shares properly submitted in connection with a shareholder vote to amend the Articles (A) to modify the substance or timing of the Investment Company Act),Pyrophyte’s obligation to allow redemption in connection with Pyrophyte’s initial business combination or to redeem 100% of our public shares if we will, ondo not complete its initial business combination by April 29, 2024 or prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, instruct Continental Stock Transfer & Trust Company, the trustee(B) with respect to the Trust Account,any other material provisions relating to liquidateshareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination by April 29, 2024, Pyrophyte’s return of the U.S. government securities or money market funds held in the Trust Account and, thereafter, to hold all funds inits public shareholders as part of Pyrophyte’s redemption of its public shares. If Pyrophyte does not invest the Trust Account in a bank deposit account until the earlier of the consummation of our initial business combination or our liquidation. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 3.0% per annum.
For more information, see the section entitled “
Risk Factors — If we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To mitigate the risk of that result,How do I vote?
If you are a holder of record of Ordinary Shares on [•], 2023,2024, the record date for the Extraordinary General Meeting, you may vote in person or by virtual attendance at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paidpre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
How do I redeem my Ordinary Shares?
Pursuant to the Charter,Articles, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension Proposal the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(ii)
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal.
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Based upon the amount held in the Trust Account as of the Record Date (including interest not previously released to Pyrophyte to pay its taxes), the Company estimates that the per-shareper-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $[•] at the time of the Extraordinary General Meeting. The closing price of a Class A Ordinary Share on the Record Date was $[•]. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $[•] [less/[less][more] per share than if such shareholder sold its public shares in the open market. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Who is paying for this proxy solicitation?
Our Board is soliciting proxies for use at the Extraordinary General Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow a fee of $[•], plus associated disbursements for the Extraordinary General Meeting, and will reimburse Morrow for its reasonable out-of-pocketout-of-pocket expenses and indemnify Morrow against certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Who can help answer my questions?
If you have questions about the Extraordinary General Meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022, you should contact:
Pyrophyte Acquisition Corp.
You may also contact the Company’s proxy solicitor at:
Morrow Sodali LLC
You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “
Where You Can Find More Information.”11
If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the transfer agent at the address below prior to 5:00 p.m., Eastern Time, on [•], 20232024 (two business days prior to the scheduled vote at the Extraordinary General Meeting). If you have questions regarding the certification of your position or tendering/delivery of your shares, please contact:
SPAC Redemption Team
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You should consider carefully all of the risks described in our Annual Report on Form 10-K10-K for the year ended December 31, 2022, filed with the SEC on [•],April 12, 2023, and in the other reports we file with the SEC before making a decision to vote on the proposals described in this proxy statement or to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
There are no assurances that the Extension will enable us to complete a business combination.
Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that the Business Combinationan initial business combination will be consummated prior to the Extended Date. Our ability to consummate the Business Combinationan initial business combination is dependent on a variety of factors, many of which are beyond our control.
We are required to offer shareholders the opportunity to redeem public shares in connection with the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Proposal and the Founder Share Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve an initial business combination. Even if the Extension or an initial business combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Charter ProposalsExtension Proposal and an initial business combination vote could exacerbate these risks. Other than in connection with a redemption offer, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination or force us to abandon our efforts to complete an initial business combination, including the Business Combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
• restrictions on the nature of our investments; and
• restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:
• registration as an investment company;
• adoption of a specific form of corporate structure; and
• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
In order not to be regulated as an investment company under the Investment Company Act, unless it can qualify for an exclusion, a company must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
The SEC recently provided guidance that the determination of whether a special purpose acquisition company, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities, and “is a question of facts and circumstances” requiring individualized analysis. When applying these factors to us we do not believe that our principal activities will subject us to the Investment Company Act.
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To this end, the Company was formed for the purpose of completing an initial business combination with one or more businesses. Since our inception, our business has been and will continue to be focused on identifying and completing an initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations until December 2023, when, to mitigate the potential risk that we might be deemed to be an investment company for purposes of the Investment Company Act, the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. Pursuant to the Trust Agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we may be forcedintend to abandonavoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our effortssecurities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination and instead be required to liquidatewithin the Company. To mitigate the risk of that result, on or prior to the 24-month anniversarycompletion window, our return of the effective date of the registration statement relating to our IPO, we may instruct Continental Stock Transfer & Trust Company to liquidate the securitiesfunds held in the Trust Account and instead hold all funds into our public shareholders as part of our redemption of the Trust Account in a variable interest bearing account.
If we were deemed to be an investment company for purposes of the Investment Company Act, we mightwould need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. We may also be forced to abandon our efforts to complete an initial business
The fundsnew 1% U.S. federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a “covered corporation” in the future.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, generally imposes a 1% U.S. federal excise tax (the “Excise Tax”) on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations) occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax. On December 27, 2022, the Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the Excise Tax are published. Although such notice clarifies certain aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise Tax remain unclear, and such interim operating rules are subject to change.
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We are currently not a covered corporation for purposes of the Excise Tax. If we were to become a covered corporation in the future, whether in connection with the consummation of our business combination with a U.S. company (including if we were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether and to what extent we would be subject to the Excise Tax on a redemption of our stock would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock, (iii) the structure of our business combination, (iv) the nature and amount of any “PIPE” or other equity issuances (whether in connection with our business combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock and (v) the content of forthcoming regulations and other guidance from the Treasury. As noted above, the Excise Tax would be payable by the repurchasing corporation, and not by the redeeming holder, and only limited guidance on the mechanics of any required reporting and payment of the Excise Tax on which taxpayers may rely have been issued to date. If we were to become a covered corporation in the future, the per-share redemption amount payable from the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under(including any interest earned on the Investment Company Act. As of the Record Date, amounts held in Trust Account included approximately $[•] million of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we will, on or prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and, thereafter,Account) to hold all fundsour public shareholders in connection with a redemption of our stock is not expected to be reduced by any Excise Tax imposed on us. The imposition of the Excise Tax on us could, however, cause a reduction in the Trust Account in a bank deposit account until the earlier of the consummation ofcash available on hand to complete our initialbusiness combination and may affect our ability to complete our business combination or our liquidation. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 3.0% per annum.
The NYSE may delist our securities from trading on its exchange following redemptions by our shareholders in connection with approval of the Extension Proposal, the Redemption Limitation Proposal and the Founder Share Limitation Proposal, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Our Class A Ordinary Shares, units and warrants are listed on the NYSE. After the Extraordinary General Meeting, we may be required to demonstrate compliance with the NYSE’s continued listing requirements in order to maintain the listing of our securities on the NYSE. Such continued listing requirements for our securities include:
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Additionally, we expect that if our Class A Ordinary Shares fail to meet the NYSE’s continued listing requirements, our units and warrants will fail to meet the NYSE’s continued listing requirements for those securities. We cannot assure you that any of our Class A Ordinary Shares, units or warrants will be able to meet any of the NYSE’s continued listing requirements following the Extraordinary General Meeting and any related shareholder redemptions of our Class A Ordinary Shares. If our securities do not meet the NYSE’s continued listing requirements, the NYSE may delist our securities from trading on its exchange.
If the NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counterover-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A Ordinary Shares, units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.
We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review certain direct or indirect foreign investments in U.S. businesses. Among other things, CFIUS is empowered to require mandatory filings related to certain foreign investments, to charge filing fees related to such filings, and to self-initiateself-initiate national security reviews of foreign direct and indirect investments in U.S. businesses if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatenssubject to its jurisdiction presents national security risks, CFIUS has the power to impose restrictionsrequire mitigation measures on the investment or can recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.
Pyrophyte Acquisition LLC, is controlled by a non-U.S. person. Thomas M. Major, our Chief Financial Officer and Executive Vice President of Business Development, isorganized in the managing member ofCayman Islands. We do not believe that our Sponsor and therefore ultimately has voting and dispositive power over the securities held directly by our Sponsor. Mr. James is a Canadian citizen. Both Mr. James and our Sponsor are “foreign persons” that qualify as “excepted investors” under the CFIUS regulations. Excepted investors must meet specified qualifications related to countries that have been designated by CFIUS as “excepted foreign states,” which are Australia, Canada, New Zealand, and the United Kingdom of Great Britain and Northern Ireland. Though excepted investors remain subject to CFIUS’s general jurisdiction, they are exempt from certain expanded CFIUS authorities under the Foreign Investment Risk Review Modernization Act of 2018.
Although we do not believe our Sponsor is a “foreign person,” CFIUS may take a different view or determine that Pyrophyte is a foreign person and decide to recommend a block or delay or recommend that the President of the United States block our proposedan initial business combination, requireimpose conditions to mitigate national security concerns with respect to such initial business combination, or recommend that the President of the United States order us to divest all or a portion of thea U.S. target business of our initial business combination thatthe combined company if we acquiredhad proceeded without first obtaining CFIUS approval, which may limit the attractiveness of, or delay or prevent us from pursuing, certain target companies that we believe would otherwise be beneficial to us and our stockholders. In addition, certain types of U.S. businesses may be subject to rules or regulations that limitclearance, or impose requirementspenalties if CFIUS believes that a mandatory notification requirement applied and was not met. Additionally, the laws and regulations of other government entities may impose review or approval procedures on account of any foreign ownership by Pyrophyte or the Sponsor. The pool of potential targets with respect to foreign ownership.
The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholdersshareholders and our Board, liquidate and dissolve, subject in each case to our obligations under DelawareCayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our stockholdersshareholders will miss the opportunity to benefit from an investment in a target company and the potential appreciation in value of such investment. Additionally, our warrants will become worthless.
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Date, Time, Place and Purpose of the Extraordinary General Meeting
The Extraordinary General Meeting will be held in person or by proxy on [•], 2023,2024, at [•] [AM/PM][AM], Eastern Time, at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, New York 10020, or virtually via live webcast at
At the Extraordinary General Meeting, you will be asked to consider and vote on proposals to:
1.
2.
Voting Power; Record Date
Only shareholders of record of the Company as of the close of business on [•], 2023,2024, are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournments and/ or postponements thereof. Each Ordinary Share entitles the holder thereof to one vote. If your shares are held in “street name”
Quorum and Vote of Shareholders
A quorum is the minimum number of shares required to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under our Charter.Articles. The presence, in person, by proxy, or if a corporation or other non-naturalnon-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting constitutes a quorum. Ordinary Shares that are present virtually during the Extraordinary General Meeting constitute Ordinary Shares represented “in person.” Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called(so-called “broker non-votes”non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatoryself-regulatory organization rules, its broker may not vote its shares on “non-discretionary”“non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary”“non-discretionary” matter.
Votes Required
Approval of each of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirdstwo-thirds of the Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting. Abstentions and broker non-votes,non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Approval of the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting. Abstentions and broker non-votes,non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
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If you do not want any of the proposals to be approved, you must abstain, not vote or vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions and broker non-votesnon-votes will be counted in connection with the determination of whether a valid quorum is established.
Voting
Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the Extraordinary General Meeting in the manner you direct. You may vote for or withhold your vote for the proposal or you may abstain from voting. All valid proxies received prior to the Extraordinary General Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” each of the proposals and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Extraordinary General Meeting.
You can vote your shares at the Extraordinary General Meeting in person or by proxy. You may attend the Extraordinary General Meeting via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting
Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary” matter.
Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow, at (800) 662-5200 or by sending a letter to 333 Ludlow Street, 5 Floor, South Tower, Stamford, CT 06902, or by emailing PHYT.info@morrowsodali.com.
Revocability of Proxies
Shareholders may send a later-dated, signed proxy card to the Company at 3262 Westheimer Road, Suite 706, Houston, Texas 77098, Attention: Secretary, so that it is received prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on [•], 2024) or attend the Extraordinary General Meeting in person or virtually and vote. Shareholders also may revoke their proxy by sending a notice of revocation to the Company’s Chief Executive Officer, which must be received prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Attendance at the Extraordinary General Meeting
The Extraordinary General Meeting will be held in person or by proxy at [•] [AM], Eastern Time, on [•], 2024, at the offices of White & Case LLP, located at 1221 Avenue of the Americas, New York, New York 10020. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
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Solicitation of Proxies
The Company is soliciting proxies for use at the Extraordinary General Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Morrow to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow a fee of $[•], plus associated disbursements for the Extraordinary General Meeting, and will reimburse Morrow for its reasonable out-of-pocketout-of-pocket expenses and indemnify Morrow against certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. You may contact Morrow at:
Morrow Sodali LLC
Some banks and brokers have customers who beneficially own Ordinary Shares listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocketout-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.
Dissenters’ Rights of Appraisal
Neither the Cayman Islands Companies Act (As Revised) nor the Articles provide for appraisal or other similar rights for dissenting shareholders in connection with any of the Proposals under Delaware law. Shareholders of Pyrophyte do notproposals to be voted upon at the Extraordinary General Meeting. Accordingly, our shareholders will have dissenters’ rights in connection with any of the Proposals under Cayman Islands law.
Shareholder Proposals
No business may be transacted at any annual general meeting or extraordinary general meeting other than business that is either (i) specified in the notice of the general meeting (or any supplement thereto) given by or at the direction of the directors of the Company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in the Charter.
Other Business
The Board does not know of any other matters to be presented at the Extraordinary General Meeting. If any additional matters are properly presented at the Extraordinary General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.
Principal Executive Offices
Our principal executive offices are located at 3262 Westheimer Road, Suite 706, Houston, Texas 77098. Our telephone number is (281) 701-4234.701-4234.
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Background
On February 24, 2021, the Company issued 5,750,000 Class B ordinary shares, par value $0.0001, ofOrdinary Shares to the Company (“Class B Ordinary Shares”) to Pyrophyte Acquisition LLC (the “Sponsor”)Sponsor for an aggregate purchase price of $25,000, or approximately $0.004 per share. On September 29, 2021, the Sponsor surrendered 718,750 FounderClass B Ordinary Shares to the Company for cancelation for no consideration, resulting in an aggregate of 5,031,250 FounderClass B Ordinary Shares outstanding.
On October 14, 2021, the Company issued an unsecured, convertible promissory note (the “Convertible Note”) to the Sponsor, pursuant to which the Company could borrow up to $5,000,000 from the Sponsor, for ongoing expenses reasonably related to the business of the Company and the consummation of a business combination. All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) April 29, 2024 and (ii) the effective date of a business combination (such earlier date, the “Maturity Date”). The Sponsor has the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note up to an aggregate amount of $1,500,000 into warrants to purchase 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 IPO. As of December 31, 2023, the Company has not borrowed under the Convertible Note. If the Extension is implemented, the Company and the Sponsor intend to amend the Convertible Note to extend the Maturity Date to the earlier of (i) [April 29, 2025] and (ii) the effective date of a business combination.
On October 29, 2021, the Company consummated its IPO of 20,125,000 units at $10.00 per unit, including the exercise by the underwriters of their over-allotmentover-allotment option in full. Each unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (“Class A Ordinary Shares” or “public shares”) and one-halfone-half of one redeemable warrant to purchase one Class A Ordinary Share. Simultaneously with the consummation of theits IPO, Pyrophyte completed the private placement of 10,156,250 private placement warrants (the “Private Placement Warrants”) each exercisable for one Class A Ordinary Share at a purchase price of $11.50 per share to the Sponsor, generating gross proceeds to us of $10,156,250. Following the closing of the IPO and over-allotment,over-allotment, a total of $206,281,250 ($10.25 per unit) of the net proceeds from its IPO and the sale of the Private Placement Warrants were placed in a trust account (the “Trust Account”)the Trust Account with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. Our CharterArticles provides for the return of the IPO proceeds held in the Trust Account to the holders of public shares if we do not complete our initial business combination by April 29, 2023.
The Company was unable to complete a qualifying business combination by the original date by which it had to complete an initial business combination, or April 29, 2023, and on April 24, 2023, the Company’s shareholders approved an amendment to the Articles to, among other things, provide that the Company would have until the Current Outside Date, or April 29, 2024, to complete an initial business combination. In connection with such amendment, the Company offered public shareholders the right to have their public shares converted into a pro-rata portion of the Trust Account and shareholders holding an aggregate of 11,151,163 Ordinary Shares exercised their right to redeem their shares at a redemption price of approximately $10.56 per share, or a total of $118 million of the funds held in the Trust Account. The shareholders also approved a proposal to provide for the right of a holder of the Class B Ordinary Shares, to convert into 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. On SeptemberApril 28, 2023, the Sponsor elected to convert 5,031,250 Class B Ordinary Shares held by it, representing the total amount of then-outstanding Class B Ordinary Shares, into Class A Ordinary Shares on a one-for-one basis for no consideration. In addition, in connection with the extension from April 29, 2022, we signed a non-binding letter2023 to April 29, 2024, the Sponsor agreed to loan the Company an amount equal to $160,000 for each calendar month beginning on April 30, 2023 until the earlier of intent for(i) the completion of a business combination and (ii) the Company’s liquidation (each, a “Contribution”). On May 4, 2023, the Company issued a convertible promissory note to the Sponsor with a companyprincipal amount up to $1.92 million for working capital expenses. The convertible promissory note bears no interest and is repayable in full upon the critical minerals sector (“Target”). However, no assurances can be made thatearlier of the consummation of the Company’s initial business combination, or the liquidation of the Company. If the Company does not consummate an initial business combination by the maturity date, the convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the convertible promissory note may be converted into warrants identical to the private placement warrants issued at the IPO, at a price of $1.00 per warrant, at the option of the Sponsor.
On November 13, 2023, we entered into the Business Combination Agreement with Sio and Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject to board and equity holder approvalthe other parties thereto.
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Table of both companies, regulatory approvals and other customary closing conditions.
The Extension
We are proposing to amend the CharterArticles by special resolution pursuant to an amendment to the CharterArticles in the form set forth in
Reasons for the Proposal
The CharterArticles provides that we have until April 29, 2023,2024, to complete an initial business combination. While we are working diligently, no assurances can be made that we and the Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions, the Board has determined that there may not be sufficient time before the Current Outside Date to consummate the closing of the Sio Business Combination. Accordingly, the Board believes that in order to be able to complete the Sio Business Combination, it is appropriate to continue the Company’s existence until the Extended Date. The Board believes that the Sio Business Combination is in the best interests of the Company and its shareholders. Therefore, the Board has determined that it is in the best interests of the Company’s shareholders to extend the date by which the Company must complete an initial business combination to the Extended Date.
The CharterArticles currently provides that if the Company does not complete an initial business combination by April 29, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-shareper-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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the
We believe that the provision of the CharterArticles described in the preceding paragraph was included to protect the Company’s shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Charter.Articles. We also believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, including the Sio Business Combination, and our belief that an initial business combinationthe Sio Business Combination offers an attractive investment for our shareholders, the Extension is warranted.
The Company is not asking you to vote on any proposed initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed initial business combination when it is submitted to shareholders in the future and the right to redeem your public shares at a per-shareper-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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the proposed initial business combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date.
The Sponsor
The Company’s Sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability company. The Sponsor (whose members include certain of the Company’s directors and officers) currently owns an aggregate of 5,031,250 Class B OrdinaryFounder Shares.
If the Charter Amendment Proposals AreExtension is Not Approved
If the Charter Amendment Proposals areExtension is not approved, or if the Charter Amendment Proposals areExtension is approved, but the Charter Amendments areExtension is not implemented, and we do not consummate an initial business combination by April 29, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-shareper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
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Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining public shareholders and the Board, liquidate and dissolve, subject, in the each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
The Insiders have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Class B OrdinaryFounder Shares held by it or them, as applicable, if the Company fails to complete an initial business combination by April 29, 2023,2024, or by the applicable deadline as may be extended, although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A Ordinary Shares they hold if the Company fails to complete its initial business combination by such date. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by April 29, 20232024 or by the applicable deadline as may be extended. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.
If the Charter Amendment Proposals AreExtension is Approved
If the Charter Amendment Proposals areExtension is approved, the Company will file the amendment to the CharterArticles with the Cayman Registrar in the form of
You are not being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on our initial business combination if and when it is submitted to shareholders and the right to redeem your public shares for cash in the event an initial business combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date.
If the Charter Amendment Proposals areExtension is approved, and the Charter Amendments areExtension is implemented, the amount held in the Trust Account will be reduced by withdrawals in connection with any shareholder redemptions. The Company cannot predict the amount that will remain in the Trust Account if the Extension is approved, and the amount remaining in the Trust Account may be significantly less than the $[•] that was in the Trust Account as of the Record Date. The Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
If the Extension is approved, the Sponsor will continue to receive payments from the Company of $15,000$5,000 per month for office space, utilities, secretarial and administrative support services provided to the members of the Company’s management team of which Mr. Major, the Chief Financial Officer and Executive Vice President of Business Development will be paid $10,000 per month. until the earlier of the Company’s consummation of an initial business combination or the Company’s liquidation pursuant to the Administrative Services Agreement.
On October 14, 2021, the Company issued the Convertible Note to the Sponsor, pursuant to which the Company could borrow up to $5,000,000 from the Sponsor, for ongoing expenses reasonably related to the business of the Company and the consummation of a business combination. All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) April 29, 20232024 and (ii) the effective date of a business combination (such earlier date, the “Maturity Date”). The Sponsor has the option, at anytimeany time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note up to an aggregate amount of $1,500,000 into warrants to purchase shares of the Company’s Class A common stock,ordinary shares, at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of Class A common stockordinary 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 IPO. As of December 31, 2022,2023, the Company has not borrowed under the Convertible Note. If the Extension Amendment is implemented, the Company and the Sponsor intend to amend the Convertible Note to extend the Maturity Date to the earlier of (i) [•][April 29, 2025] and (ii) the effective date of a business combination.
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Redemption Rights
In connection with the approval of the Extension, each public shareholder may seek to redeem his, her or its public shares. Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any shareholder vote to approve a proposed initial business combination, or if the Company has not consummated an initial business combination by the Extended Date.
TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN
You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension and redemptions.
Pursuant to the Charter,Articles, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(ii)
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Extension Proposal.
Through the Deposit Withdrawal at Custodian (“DWAC”) system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting tendering/delivery of its shares through the DWAC system. Tendering or delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referencedabove-referenced tendering process and the act of certificating the shares or tendering/delivering them through the DWAC system. The transfer agent will typically charge a tendering broker fee and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that tender or deliver their shares (and share certificates (if any) and other redemption forms) through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension will not be redeemed for cash held in the Trust Account. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the
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shareholder may withdraw the tender. If you tendered or delivered your public shares (and share certificates (if any) and other redemption forms) for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension will not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption
If properly demanded, the Company will redeem each public share for a per-shareper-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 (which interest shall be net of taxes payable), divided by the number of then-issuedthen-issued and outstanding Class A Ordinary Shares. Based upon the amount held in the Trust Account as of the Record Date, which was $[•] (including interest not previously released to Pyrophyte to pay its taxes), the Company estimates that the per-shareper-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $[•] at the time of the Extraordinary General Meeting. The closing price of athe Class A Ordinary ShareShares on the Record Date was $[•]. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $[•] [less/[less][more] per share than if such shareholder sold its public shares in the open market. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
If you exercise your redemption rights, you will be exchanging your Ordinary Shares for cash and will no longer own such shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) (if any) and other redemption forms to the Company’s transfer agent prior to the vote on the Charter Amendment Proposals.Extension Proposal. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Charter Amendment ProposalsExtension Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension.
Resolution to be Voted Upon
The full text of the resolution to be proposed is as follows:
“RESOLVED, as a special resolution, to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”“Articles”) pursuant to an amendment to the CharterArticles in the form set forth in Annex A of the accompanying proxy statement to 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, 20232024 (the “Current Outside Date”) to [•][April 29, 2025] (the “Extended Date”), unless the closing of an initial business combination should have occurred prior thereto (the “Extension,” and such proposal, the “Extension Proposal”).”
Vote Required for Approval
Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirdstwo-thirds of the Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting. Abstentions and broker non-votes,non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. If the Extension is not approved and we do not consummate an initial business combination by April 29, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-shareper-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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then
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outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining public shareholders and the Board, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
The Insiders are expected to vote all Ordinary Shares owned by them in favor of the Extension. On the record date, the Insiders beneficially owned and were entitled to vote an aggregate 5,031,250 Class B OrdinaryFounder Shares constituting 20%approximately 36% of the Company’s issued and outstanding Ordinary Shares. See the section entitled “
In addition, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Extraordinary General Meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemptionnon-redemption agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $[•] per share, based on the amounts held in the Trust Account as of the Record Date (including interest not previously released to Pyrophyte to pay its taxes)); (b) would represent in writing that such public shares will not be voted in favor of approving the Extension; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.
To the extent any such purchases by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K8-K prior to the Extraordinary General Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of Ordinary Shares for which the Company has received redemption requests pursuant to its redemption offer.
The purpose of such share purchases and other transactions would be to increasedecrease the likelihoodamount of otherwise limiting the number of public shares electing to redeem.
If such transactions are effected, the consequence could be to cause the Extension to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension at the Extraordinary General Meeting and could decrease the chances that the Extension would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Interests of the Sponsor and the Company’s Directors and Officers
When you consider the recommendation of our Board, you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
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Recommendation of the Board
As discussed above, after careful consideration of all relevant factors, the Board has determined that the Extension Proposal is in the best interests of the Company and its shareholders. The Board has approved and declared advisable the adoption of the Extension Proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE EXTENSION PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FORSHAREHOLDERS EXERCISING REDEMPTION RIGHTS
The following discussion is a summary of certain U.S. federal income tax considerations for U.S. Holders and Non-U.S.Non-U.S. Holders (each as defined below, and together, “Holders”) of Public Shares (i) of the Charter Amendment ProposalsExtension Proposal and (ii) that elect to have their public shares redeemed for cash if the Charter Amendment ProposalsExtension is approved. This section applies only to Holders that hold their public shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). For purposes of this discussion, because the components of a unit are generally separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying public share and public warrant components of the unit, and the discussion below with respect to actual Holders of public shares also should apply to holders of units (as the deemed owners of the underlying public shares and public warrants that constitute the units). Accordingly, the separation of units into the public shares and public warrants underlying the units generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the U.S. Internal Revenue Service (“IRS”) would not assert, or that a court would not sustain, a contrary position. Holders of units are urged to consult their tax advisors concerning the U.S. federal, state, local and non-U.S.non-U.S. tax consequences of the proposals described in this proxy statement (including any redemption of the public shares in connection therewith) with respect to any public shares held through the units (including alternative characterizations of the units).
This discussion does not address the U.S. federal income tax consequences to the Sponsor or its affiliates, officers or directors of Pyrophyte, or to any person of holding Founder Shares or Private Placement Warrants. This discussion is limited to U.S. federal income tax considerations and does not address any estate or gift tax considerations or considerations arising under the tax laws of any U.S. state or local or non-U.S.non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:
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If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds public shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any public shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the proposals described in this proxy statement and the exercise of redemption rights with respect to their public shares.
This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary and final Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein.
Pyrophyte has not sought, and does not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT AND THE EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE PROPOSALS AND AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL NON-INCOME,NON-INCOME, STATE AND LOCAL AND NON-U.S.NON-U.S. TAX LAWS.
Tax Treatment of Non-Redeeming Shareholders
A public shareholder who does not elect to redeem their public shares (including any public shareholder who votes in favor of the Charter Amendment Proposals)Extension) will continue to own its public shares and will not recognize any income, gain or loss for U.S. federal income tax purposes solely as a result of the Charter Amendment Proposals.
Tax Treatment of Redeeming Shareholders
U.S. Holders
As used herein, a “U.S. Holder” is a beneficial owner of a public share who or that is, for U.S. federal income tax purposes:
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Tax Effects of Exercising Redemption Rights
Generally
The U.S. federal income tax consequences to a U.S. Holder of public shares that exercises its redemption rights with respect to its public shares to receive cash in exchange for all or a portion of its public shares will depend on whether the redemption qualifies as a sale of public shares under Section 302 of the Code. If the redemption qualifies as a sale of public shares by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the
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section entitled “— Taxation of Redemption Treated as a Sale of Public Shares.” If the redemption does not qualify as a sale of public shares, a U.S. Holder will be treated as receiving
Whether a redemption of public shares qualifies for sale treatment will depend largely on the total amount of shares in Pyrophyte treated as held by the redeemed U.S. Holder before and after the redemption (including any shares constructively owned by the U.S. Holder as a result of owning warrants) relative to all of the shares of Pyrophyte outstanding before and after the redemption. The redemption of public shares generally will be treated as a sale of public shares (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in Pyrophyte or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares of Pyrophyte actually owned by the U.S. Holder, but also shares of Pyrophyte that are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares that the U.S. Holder has a right to acquire by exercise of an option, which would generally include public shares which could be acquired pursuant to the exercise of public warrants.
In order to meet the substantially disproportionate test, the percentage of Pyrophyte’s outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of public shares must, among other requirements, be less than eighty percent (80%) of the percentage of Pyrophyte’s outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption (taking into account redemptions by other holders of public shares). Prior to Pyrophyte’s initial business combination the public shares may not be treated as voting shares for this purpose, and consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (1) all of the shares in Pyrophyte actually and constructively owned by the U.S. Holder are redeemed or (2) all of the shares in Pyrophyte actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares of Pyrophyte (including any shares constructively owned by the U.S. Holder as a result of owning warrants). The redemption of public shares will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Pyrophyte. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Pyrophyte will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation where such shareholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests is satisfied, then the redemption of public shares will be treated as a corporate distribution to the redeemed U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “— Taxation of Redemption Treated as a Distribution.” After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed public shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares of Pyrophyte, or, if it has none, to the U.S. Holder’s adjusted tax basis in its public warrants or possibly in other shares of Pyrophyte constructively owned by the U.S. Holder.
U.S. Holders who actually or constructively own at least five percent (5%) by vote or value (or, if the public shares are not then considered to be publicly traded, at least one percent (1%) by vote or value) or more of the total outstanding shares in Pyrophyte may be subject to special reporting requirements with respect to a redemption of public shares, and such holders should consult with their tax advisors with respect to their reporting requirements.
Taxation of Redemption Treated as a Distribution
If the redemption of a U.S. Holder’s public shares is treated as a corporate distribution, as discussed above under the section entitled “— Generally,” subject to the passive foreign investment company (“PFIC”)
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constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its public shares. Any remaining excess will be treated as gain realized on the sale of public shares and will be treated as described below under the section entitled “— Taxation of Redemption Treated as a Sale of Public Shares.”
Taxation of Redemption Treated as a Sale of Public Shares
If the redemption of a U.S. Holder’s public shares is treated as a sale, as discussed above under the section entitled “— Generally,” subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the public shares redeemed. Any such capital gain or loss generally will be long-termlong-term capital gain or loss if the U.S. Holder’s holding period for the public shares so disposed of exceeds one year. Long-termLong-term capital gains recognized by non-corporatenon-corporate U.S. Holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
U.S. Holders who hold different blocks of public shares (including as a result of holding different blocks of public shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
Passive Foreign Investment Company Rules
Definition of a PFIC
A foreign (i.e., non-U.S.non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes, among other things, dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a “startup exception,” a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the “startup year”) if (1) no predecessor of the foreign corporation was a PFIC; (2) the foreign corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the foreign corporation is not in fact a PFIC for either of those years.
Based upon the composition of its income and assets, and upon a review of its financial statements, Pyrophyte believes that it likely will not be eligible for the startup exception and therefore likely was a PFIC since its first taxable year and likely will be considered a PFIC for its current taxable year. However, Pyrophyte’s actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to Pyrophyte’s status as a PFIC for its current taxable year or any future taxable year. In addition, Pyrophyte’s U.S. counsel expresses no opinion with respect to Pyrophyte’s PFIC status for any taxable year.
Effects of PFIC Rules on the Redemption
Although Pyrophyte’s PFIC status is determined annually, an initial determination that Pyrophyte is a PFIC generally will apply for subsequent years to a U.S. Holder who held public shares while Pyrophyte was a PFIC, whether or not Pyrophyte meets the test for PFIC status in those subsequent years. If Pyrophyte has been classified as a PFIC at any time during a U.S. Holder’s holding period in its public shares, and the U.S. Holder has not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such public shares or in which Pyrophyte was a PFIC, whichever is later (or a QEF Election along with a purging election) or an (b) an MTM Election (as defined below) with respect to such
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U.S. Holder’s holding period for the public shares that preceded the taxable year of the distribution) would be taxed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of Pyrophyte. Under these rules (the “excess distribution regime”):
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QEF Election and Mark-to-Mark Election
As noted above, the impact of the PFIC rules on a U.S. Holder of public shares will depend on whether the U.S. Holder has made a timely and effective election to treat Pyrophyte as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of public shares during which Pyrophyte qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. One type of purging election creates a deemed sale of the U.S. Holder’s public shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to such purging election subject to the excess distribution regime described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax basis in its public shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its public shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.
A U.S. Holder’s ability to make a timely and effective QEF Election (or a QEF Election along with a purging election) with respect to its public shares is contingent upon, among other things, the provision by Pyrophyte of a “PFIC Annual Information Statement” to such U.S. Holder. If Pyrophyte determines it is a PFIC for any taxable year, upon written request, Pyrophyte will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a QEF Election, but there is no assurance that Pyrophyte will timely provide such required information. There is also no assurance that Pyrophyte will have timely knowledge of its status as a PFIC in the future or of the required information to be provided.
A U.S. Holder that has made a timely and effective QEF Election (or a QEF Election along with a purging election) with respect to its public shares generally would not be subject to the excess distribution regime discussed above in connection with the redemption of public shares, and instead any gain recognized on the redemption of public shares treated as a sale of the public shares generally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. As discussed above, if Pyrophyte is a PFIC for any taxable year, a U.S. Holder of public shares that has made a timely and effective QEF Election would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Pyrophyte, whether or not such amounts are actually distributed for such year. A subsequent distribution of such earnings and profits (including the relevant portion (if any) of the amount received in
The impact of the PFIC rules on a U.S. Holder of public shares may also depend on whether the U.S. Holder has made a mark-to-marketmark-to-market election under Section 1296 of the Code (an “MTM Election”). U.S. Holders who hold (actually or constructively) stock or shares of a foreign corporation that is classified as a PFIC may elect to mark
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such stock or shares to its market value each taxable year if such stock or shares is “marketable stock,” generally, stock or shares that are regularly traded on a national securities exchange that is registered with the SEC, including the NYSE. No assurance can be given that the public shares are considered to be marketable stock for purposes of the MTM Election for any taxable year or whether the other requirements of this election are satisfied. If an MTM Election is available and a U.S. Holder has made such election, such U.S. Holder generally will not be subject to the excess distribution regime discussed above with respect to their public shares in connection with the redemption of their public shares. Instead, any gain recognized on the redemption of public shares treated as a sale of the public shares generally will be taxable as ordinary income to such electing U.S. Holder (and no additional interest charge will be applied to the U.S. Holder). Any loss recognized on the redemption of public shares treated as a sale of public shares generally will be treated as ordinary loss to the extent to the extent of the net amount of previously included income as a result of the MTM Election, and any further loss recognized generally will be treated as a capital loss (the deductibility of which is subject to limitations). For purposes of determining the adjusted tax basis of public shares, certain adjustments are made to take into account the manner in which an electing U.S. Holder is taxed as a result of the MTM Election. In general, an electing U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its public shares at the end of its taxable year over its adjusted tax basis in its public shares. The electing U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its public shares over the fair market value of its public shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The electing U.S. Holder’s tax basis in its public shares will be adjusted to reflect any such income or loss amounts. However, if the MTM Election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the public shares in which the Pyrophyte is a PFIC, then the excess distribution regime discussed above under the section entitled “— Effects of PFIC Rules on Redemption” will apply to certain dispositions of, distributions on and other amounts taxable with respect to, Public Shares, including in connection with the redemption of public shares.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF Election or MTM Election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
The rules dealing with PFICs and with the QEF, purging, and MTM elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of the public shares should consult their own tax advisors concerning the application of the PFIC rules to the public shares under their particular circumstances.
ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.
Information Reporting and Backup Withholding
Payments of cash to a U.S. Holder as a result of the redemption of the public shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited
Non-U.S. Holders
As used herein, a “Non-U.S.“Non-U.S. Holder” is a beneficial owner of a public share who or that is, for U.S. federal income tax purposes:
•
•
•
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Generally
The U.S. federal income tax consequences to a Non-U.S.Non-U.S. Holder of public shares that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of its public shares will depend on whether the redemption qualifies as a sale of the public shares redeemed, as described above under “
Information Reporting and Backup Withholding
Payments of cash to a Non-U.S.Non-U.S. Holder as a result of the redemption of public shares may be subject to information reporting to the IRS and possible U.S. backup withholding. A Non-U.S.Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S.Non-U.S. Holder generally will be allowed as a credit against such Non-U.S.Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S.Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
As previously noted above, the foregoing discussion of certain U.S. federal income tax considerations is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. Pyrophyte once again urges you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the proposals described in this proxy statement and the exercise of redemption rights in connection therewith.
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Overview
The Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary General Meeting to a later date or dates (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal. The Adjournment Proposal will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the proposals.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal.
Resolution to be Voted Upon
The full text of the resolution to be proposed is as follows:
“RESOLVED, as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, or if we otherwise determine that additional time is necessary to effectuate the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election ProposalExtension (the “Adjournment Proposal”), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the proposals.Meeting.”
Vote Required for Approval
The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares which are represented in person or by proxy and are voted at the Extraordinary General Meeting. Abstentions and broker non-votes,non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Recommendation of the Board
As discussed above, after careful consideration of all relevant factors, our Board has determined that the Adjournment Proposal is in the best interests of the Company and its shareholders. Therefore, if there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Redemption Limitation Amendment or the Founder Share Amendment our Board will approve and declare advisable adoption of the Adjournment Proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE ADJOURNMENT PROPOSAL.
The following table sets forth information available to us as of the Record Date, with respect to our Ordinary Shares held by:
•
•
•
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.
The following table is based on 25,156,250 ordinary shares14,005,087 Ordinary Shares outstanding as of March 31, 2022, of which 20,125,000 were Class A ordinary shares and 5,031,250 were Class B ordinary shares.15, 2024. Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them.
| | | Number of Shares Beneficially Owned(2) | | | Percentage of Outstanding Ordinary Shares | | ||||||
Directors and Officers(1) | | | | | | | | | | | | | |
Pyrophyte Acquisition LLC(3) | | | | | 5,031,250 | | | | | | 20.0% | | |
Bernard Duroc-Danner | | | | | — | | | | | | — | | |
Sten L. Gustafson | | | | | — | | | | | | — | | |
Thomas M. Major | | | | | — | | | | | | — | | |
Brian Guido Hassin | | | | | — | | | | | | — | | |
Per Hornung Pedersen | | | | | — | | | | | | — | | |
Adam Pierce | | | | | — | | | | | | — | | |
All officers and directors as a group (6 individuals) | | | | | 5,031,250 | | | | | | 20.0% | | |
Holders of more than 5% of our outstanding ordinary shares | | | | | | | | | | | | | |
Pyrophyte Acquisition LLC(3) | | | | | 5,031,250 | | | | | | 20.0% | | |
Adage Capital Partners, L.P.(4) | | | | | 1,575,000 | | | | | | 6.3% | | |
Atlas Diversified Fund, Ltd.(5) | | | | | 1,442,387 | | | | | | 5.7% | | |
Atlas Enhanced Master fund, Ltd.(5) | | | | | 1,339,135 | | | | | | 5.3% | | |
Balyasny Asset Management L.P.(6) | | | | | 1,442,387 | | | | | | 6.3% | | |
Name and Address of Beneficial Owner(1) | Number of | Percentage of | |||
Directors and Officers |
| ||||
Pyrophyte Acquisition LLC(2)(3) | 5,031,250 | 35.9 |
| ||
Bernard Duroc-Danner | — | — |
| ||
Sten L. Gustafson | — | — |
| ||
Brian Guido Hassin | — | — |
| ||
Per Hornung Pedersen | — | — |
| ||
Adam Pierce | — | — |
| ||
All officers and directors as a group (5 individuals) | 5,031,250 | 35.9 | % | ||
Holders of more than 5% of our outstanding ordinary shares |
| ||||
Pyrophyte Acquisition LLC(2)(3) | 5,031,250 | 35.9 | % | ||
Atlas Diversified Fund, Ltd.(4) | 1,442,387 | 10.3 | % | ||
First Trust Capital Solutions L.P. and FTCS Sub GP LLC(5) | 819,583 | 5.9 | % | ||
First Trust Merger Arbitrage Fund(5) | 768,746 | 5.5 | % | ||
Metora Capital, LLC(6) | 705,742 | 5.0 | % |
____________
(1)
(2)
(3)
(4)
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beneficially own such Class A ordinary shares held by ADMF. Dames is the General Partner of BAM Holdings and may be deemed to beneficially own such Class A ordinary shares held by ADMF. Mr. Balyasny is the Managing Member of Dames and may be deemed to beneficially own such Class A ordinary shares held by ADMF. The principleprincipal business address for each of BAM, BAM GP, BAM Holdings, Dames and Mr. Bayasnyshareholder is 444 West Lake Street, 50th50th Floor, Chicago, IL 60606.
(5) According to a Schedule 13G filed with the SEC on February 14, 2024 filed on behalf of First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust II, and investment company registered under the Investment Company Act of 1940 (“VARBX”), First Trust Capital Management L.P., an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically VARBX and First Trust Multi-Strategy Fund and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”) (“FTCM”), First Trust Capital Solutions L.P., FTCS, a Delaware limited partnership and control person of FTCM (“FTCS”) and FTCS Sub GP LLC, a Delaware limited liability company and control person of FTCM (“Sub GP”). As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Class A ordinary shares of the Company) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Company’s Class A ordinary shares held in the Client Accounts. As of December 31, 2023, VARBX owned 768,746 shares of the outstanding Class A ordinary shares of the Company, while FTCM, FTCS and Sub GP collectively owned 819,583 shares of the outstanding Class A ordinary shares of the Company. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Class A ordinary shares reported in the Schedule 13G. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Class A ordinary shares of the Company for their own accounts. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(6) According to a Schedule 13G filed with the SEC on February 14, 2024, filed on behalf of Meteors Capital, LLC, a Delaware limited liability company (“Meteora Capital”) and Vik Mittal, who serves as the Managing Member of Meteora Capital. The address of the principal business office for each of Meteora Capital and Vik Mittal is: 1200 N Federal Hwy, #200, Boca Raton FL 33432.
Our Sponsor beneficially owns approximately 20%35.9% of our issued and outstanding Ordinary Shares. Because of its ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our CharterArticles and approval of significant corporate transactions.
For shareholders receiving printed proxy materials, unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:
•
•
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We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this proxy statement, over the Internet at the SEC’s website at
www.sec.gov.If you would like additional copies of this proxy statement or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact the Company at the following address and telephone number:
Pyrophyte Acquisition Corp.
You may also obtain these documents by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:
Morrow Sodali LLC
If you are a shareholder of the Company and would like to request documents, please do so by [•], 20232024 (one week prior to the Extraordinary General Meeting), in order to receive them before the Extraordinary General Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
* * *
The Board does not know of any other matters to be presented at the Extraordinary General Meeting. If any additional matters are properly presented at the Extraordinary General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.
It is important that your shares be represented at the Extraordinary General Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
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PROPOSED AMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
PYROPHYTE ACQUISITION CORP.
Pyrophyte Acquisition Corp.NOTICECorp.
(the “Company”)
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 51.7 as follows:
“In the event that the Company does not consummate a Business Combination on or before April 29, 2024 [April 29, 2025] (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.”
(b) 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 on or before April 29, 2024 [April 29, 2025], or such later time as the Members may approve in accordance with the Articles; or
(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.
Annex A-1
Preliminary Proxy Card — Subject to Completion
FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELDOF SHAREHOLDERS OF
PYROPHYTE ACQUISITION CORP.
THIS PROXY IS SOLICITED ON [•]BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Sten L. Gustafson and Bernard J. Duroc-Danner (the “Proxies”), 2023NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”)and each of them independently, with full power of substitution, as proxies to vote all of the shares of common stock of Pyrophyte Acquisition Corp. (the “Company”), a Cayman Islands exempted company, that the undersigned is entitled to vote (the “Company”“Shares”), willbe at the Extraordinary General Meeting of Shareholders of the Company, to be held on [•], 2023,2024 at [•] [AM/PM],a.m. Eastern Time at the offices of White & Case LLP located at 1221 R Avenue of the Americas, New York, New York 10020 or at such other time, on such other date(the “Extraordinary General Meeting”), and at O such other place to which the meeting may be postponed any adjournments and/or adjourned, and will be available to attendX virtually via the Internet. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visitinghttps://www.cstproxy.com/pyrophytespac/2023. While shareholders are encouraged to attend the C meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the A offices of White & Case LLP. thepostponements thereof.
The undersigned acknowledges receipt of the enclosed proxy statement andRrevokesand revokes all prior proxies for said meeting.D meeting.
THE SHARES REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL.PLEASEPROPOSAL 1 AND, IF PRESENTED, PROPOSAL 2
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY.
(Continued and to be marked, dated and signed on reverse side)
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on [•], 2024 The Notice of Extraordinary General Meeting of Shareholders and the accompanying proxy statement are available at: https://www.cstproxy.com/[•] |
Pyrophyte Acquisition Corp.:PYROPHYTE ACQUISITION CORP. — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH PROPOSAL.Proposal No.PROPOSAL 1 — The Extension Proposal — as a special resolution, to amend (the “Extension Amendment”) Pyrophyte Acquisition Corp.'s (the “Company”) Amended and Restated Memorandum and Articles of Association (the “Charter”) pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to 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 (the “Current Outside Date”) to [April 29, 2024] (the “Extended Date”) (the “Extension,” and such proposal, the “Extension Proposal”);Proposal No. 2 — The Liquidation Amendment Proposal — as a special resolution, to amend (the “Liquidation Amendment”) the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to 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 Proposal”);Proposal No. 3 — The Redemption Limitation Amendment Proposal — as a special resolution, to amend (the “Redemption Limitation Amendment”) the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to 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 Proposal”)Proposal No. 4 — The Founder Share Amendment Proposal — as a special resolution, to amend (the “Founder Share Amendment” and, together with the Extension Amendment, the Liquidation Amendment and the Redemption Limitation Amendment, the “Charter Amendments”) the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to amend the Charter to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company 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 Proposal”);Proposal No. 5 — The Director Election Proposal — as an ordinary resolution, to re-elect Per Hornung Pedersen as a Class I director of the Board until the general meeting of the Company to be held in 2026 or until his successor is appointed and qualified (the “Director Election Proposal”); andProposal No. 6 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to (i) permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal (the “Adjournment Proposal”), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Director Election Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the proposals. Please mark vote as indicated in this exampleFORAGAINST ABSTAIN FORAGAINST ABSTAIN FORAGAINST ABSTAIN FORAGAINST ABSTAIN FORAGAINST ABSTAIN FORAGAINST ABSTAIN Dated: , 2023Signature(Signature if held Jointly)When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person.The Shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR all of the proposals. If any other matters properly come before the meeting, unless such authority is withheld on this proxy card, the Proxies will vote on such matters in their discretion.AND, IF PRESENTED, PROPOSAL 2.
Proposal No. 1 — The Extension Proposal | as a special resolution, to amend (the “Extension Amendment”) the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) pursuant to an amendment to the Articles in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination from April 29, 2024 (the “Current Outside Date”) to [April 29, 2025] (the “Extended Date”) (the “Extension,” and such proposal, the “Extension Proposal”). | FOR ☐ | AGAINST ☐ | ABSTAIN ☐ | ||||
Proposal No. 2 — The Adjournment Proposal | as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting. | FOR ☐ | AGAINST ☐ | ABSTAIN ☐ |
Dated: _______________________________________________, 2023 | ||
_________________________________________________________________________________________ | ||
(Signature if held Jointly) When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person. The Shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the above signed Shareholder(s). If no direction is made, this proxy will be voted FOR all of Proposal 1 and Proposal 2. If any other matters properly come before the meeting, unless such authority is withheld on this proxy card, the Proxies will vote on such matters in their discretion. |