Pyrophyte Acquisition LLC - 28 Apr 2023 Form 4 Insider Report for Pyrophyte Acquisition Corp. (PHYWF)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
02 May 2023, 18:03:32 UTC
Prior SEC filing
26 Oct 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
By: /s/ Elliott Smith, Attorney-in-Fact

Key filing fact

Pyrophyte Acquisition LLC filed Form 4 for Pyrophyte Acquisition Corp. (PHYWF) on 02 May 2023.

Key facts

  • This page summarizes Pyrophyte Acquisition LLC's Form 4 filing for Pyrophyte Acquisition Corp. (PHYWF).
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 02 May 2023, 18:03.

Change

  • Previous filing in this sequence was filed on 26 Oct 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PHYT transaction

Class A Ordinary Shares

Conversion of derivative security

Transaction value
Shares
+5,031,250
Change %
Price
Shares after
5,031,250
Date
28 Apr 2023
Ownership
Direct
Footnotes
F1, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PHYT transaction Derivative

Class B Ordinary Shares

Conversion of derivative security

Transaction value
$0
Shares
-5,031,250
Change %
-100%
Price
$0.000000*
Shares after
0
Date
28 Apr 2023
Ownership
Direct
Underlying class
Class A Ordinary Shares
Underlying amount
5,031,250
Exercise price
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

In accordance with the amended and restated memorandum and articles of association of Pyrophyte Acquisition Corp. ("PHYT"), the Pyrophyte Acquisition LLC (the "Sponsor") elected to convert its Class B ordinary shares of PHYT, par value $0.0001 per share (the "Class B Ordinary Shares") into Class A ordinary shares of PHYT, par value $0.0001 per share (the "Class A Ordinary Shares") on a one-for-one basis for no consideration.

Footnote F2

The Class B Ordinary Shares were (i) convertible into Class A Ordinary Shares at the Sponsor's election on a one-for-one basis and (ii) automatically convertible into Class A Ordinary Shares at the time of the closing of PHYT's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date.

Footnote F3

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 PHYT'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 PHYT'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.

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