Pyrophyte Acquisition LLC - Oct 26, 2021 Form 3 Insider Report for Pyrophyte Acquisition Corp. (PHYT)

Role: Director, 10%+ Owner
Signature: /s/ Elliott Smith, Attorney-in-Fact
Stock symbol: PHYT
Transactions as of: Oct 26, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/26/2021, 06:40 PM
Next filing: May 2, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PHYT	Class B Ordinary Shares							Oct 26, 2021	Class A Ordinary Shares	5.03M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-260041) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Person include up to 656,250 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
F2	This Form 3 is being filed by Pyrophyte Acquisition LLC (the "Sponsor"). The Sponsor is governed by a board of managers consisting of three managers, Sten L. Gustafson, Bernard Duroc-Danner and Thomas W. Major. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the Class B Ordinary Shares held by the Sponsor.

Content

The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-260041) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Person include up to 656,250 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

This Form 3 is being filed by Pyrophyte Acquisition LLC (the "Sponsor"). The Sponsor is governed by a board of managers consisting of three managers, Sten L. Gustafson, Bernard Duroc-Danner and Thomas W. Major. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the Class B Ordinary Shares held by the Sponsor.

Remarks:

See Exhibit 24.1 - Powers of Attorney.