4//SEC Filing
Pyrophyte Acquisition LLC 4
Accession 0001104659-23-055123
CIK 0001848756other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 6:03 PM ET
Size
8.7 KB
Accession
0001104659-23-055123
Insider Transaction Report
Form 4
Pyrophyte Acquisition LLC
Director10% Owner
Transactions
- Conversion
Class A Ordinary Shares
2023-04-28+5,031,250→ 5,031,250 total - Conversion
Class B Ordinary Shares
2023-04-28−5,031,250→ 0 total→ Class A Ordinary Shares (5,031,250 underlying)
Footnotes (3)
- [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.
- [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.
- [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.
Documents
Issuer
Pyrophyte Acquisition Corp.
CIK 0001848756
Entity typeother
Related Parties
1- filerCIK 0001848790
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 6:03 PM ET
- Size
- 8.7 KB