Form 8-K - Current report

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 31, 2024

 

Pyrophyte Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		001-40957		N/A
(State or incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

3262 Westheimer Road Suite 706 Houston, Texas		77098
(Address of principal executive offices)		(Zip Code)

 

[phone]

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 31, 2024, Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company”), entered into an amendment “Amendment No. 2”) to the previously announced business combination agreement, dated November 13, 2023, by and among the Company, Sio Silica Corporation, an Alberta corporation (“Sio”), Snowbank NewCo Alberta ULC, an Alberta unlimited liability corporation and a wholly-owned subsidiary of the Company (“Pyrophyte Newco”), and Sio Silica Incorporated, an Alberta corporation (“Sio Newco”) (the “Sio Business Combination Agreement”), with Sio, Pyrophyte Newco and Sio Newco, pursuant to which the parties agreed to extend the outside date from December 31, 2024 to April 30, 2025.

 

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by the provisions of Amendment No. 2, which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description of Exhibits
2.1		Amendment No. 2 to Business Combination Agreement, dated December 23, 2024.
104		Cover Page Interactive Data File-Embedded within the inline XBRL document.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PYROPHYTE ACQUISITION CORP.

 

Date: January 2, 2025	By:	/s/ Sten Gustafson
		Name:	Sten Gustafson
		Title:	Chief Financial Officer

 

 

2

 

Exhibit 2.1

 

SECOND AMENDMENT TO

BUSINESS COMBINATON AGREEMENT

 

This Second Amendment to the Business Combination Agreement (this “Amendment”) is made as of this 31 day of December 2024, by and among Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Sio Silica Corporation, an Alberta corporation (the “Company”), Snowbank NewCo Alberta ULC, an Alberta unlimited liability corporation (“NewCo”), and Sio Silica Incorporated, an Alberta corporation (“Sio NewCo” and, together with SPAC, the Company, and NewCo, collectively, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the BCA (as defined below).

 

WITNESSETH:

 

WHEREAS, the Parties entered into that certain Business Combination Agreement, dated November 13, 2023 (the “BCA”), that provides for, among other things, an arrangement under section 193 of the Business Corporation Act (Alberta) pursuant to which, by means of the Arrangement, Sio NewCo and SPAC will amalgamate (the “SPAC Amalgamation”) at the SPAC Amalgamation Effective Time, with Sio NewCo continuing as the surviving company after the SPAC Amalgamation, followed by an amalgamation of the Company and NewCo (the “Company Amalgamation”) at the Company Amalgamation Effective Time, with the Company continuing as the surviving company after the Company Amalgamation.

 

WHEREAS, clause (b) of Section 8.01 of the BCA provides that either the Company or SPAC may terminate the BCA if the Company Amalgamation Effective Time shall not have occurred prior to the Outside Date;

 

WHEREAS, the Parties entered into the First Amendment (the “First Amendment”) to the BCA

on the 12^th of November, 2024 to extend the Outside Date to December 31, 2024; and

 

WHEREAS, the Parties wish to amend the BCA to further extend the Outside Date; and

 

WHEREAS, Section 8.04 of the BCA provides that the BCA may be amended by an instrument in writing signed by each of the Parties at any time prior to the Company Amalgamation Effective Time.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, being all of the parties to the BCA, hereby agree as follows:

 

1. Amendment to the BCA. Effective as of the date of this Amendment:

 

a. Section 8.01(b) of the BCA is amended and restated in its entirety as provided below:

 

“(b) by either SPAC or the Company if the Company Amalgamation Effective Time shall not have occurred prior to April 30, 2025 (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 8.01(b) by or on behalf of any Party that either directly or indirectly through its Affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VII on or prior to the Outside Date, provided further, however, that, in the event that the SEC has not declared effective under the Securities Act the Registration Statement by the date which is sixty (60) days prior to the Outside Date, then either the Company or SPAC may extend the Outside Date for an additional sixty-five (65) days by written notice to the other Party (email sufficient);”

 

 

 

 

2. No Other Amendments. Except as specifically deemed amended as set forth herein, the BCA shall remain in full force and effect in accordance with its terms. The amendments provided in this Amendment shall be applicable solely with respect to those matters expressly provided herein and no other amendments, waivers or consents may be construed or implied. The BCA, the First Amendment, this Amendment, and the Ancillary Agreements constitute the entire agreement among the Parties, and merge and supersede, except as set forth in Section 6.03(b) of the BCA, all prior and contemporaneous agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof.

 

3. Counterparts. This BCA may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 

4.  Miscellaneous. The provisions of Section 8.04 (Amendment), Section 8.05 (Waiver), Section 9.01 (Notices), Section 9.03 (Severability), Section 9.04 (Assignment), Section 9.06 (Governing Law), Section 9.07 (Waiver of Jury Trial), Section 9.10 (Specific Performance) and Section 9.11 (Non-Recourse) of the BCA shall apply to this Amendment mutatis mutandis.

 

[SIGNATURE PAGE FOLLOWS]

 

2

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.

 

PYROPHYTE ACQUISITION CORP.

 

By:	/s/ Sten L. Gustafson
Name:	Sten L Gustafson
Title:	Chief Financial Officer

 

SIO SILICA CORPORATION

 

By:	/s/ Feisal Somji
Name:	Feisal Somji
Title:	President and CEO

 

SNOWBANK NEWCO ALBERTA ULC

 

By:	/s/ Sten L. Gustafson
Name:	Sten L. Gustafson
Title:	Director

 

SIO SILICA INCORPORATED

 

By:	/s/ Feisal Somji
Name:	Feisal Somji
Title:	President and CEO

 

 

[Signature Page to First Amendment to Business Combination Agreement]

 

 

 

 

Cover	Dec. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Entity File Number	001-40957
Entity Registrant Name	Pyrophyte Acquisition Corp.
Entity Central Index Key	0001848756
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	3262 Westheimer Road
Entity Address, Address Line Two	Suite 706
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	281
Local Phone Number	701-4234
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---