UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 17, 2024, Pyrophyte Acquisition Corp. (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual since the Company did not file its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K) with the Securities and Exchange Commission (the “SEC”) on or before April 17, 2023, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended.
The NYSE informed the Company that, under the NYSE’s rules, the Company can regain compliance with the NYSE’s continued listing requirements by filing the 2023 Form 10-K with the SEC at any time prior to October 17, 2023.
As previously reported by the Company in its Form 12b-25 filed with the SEC on April 1, 2024, the Company requires additional time to complete its review of the 2023 Form 10-K and the financial statements included therein.
The Company is working diligently to complete the 2023 Form 10-K and expects to file such report as soon as practicable.
Item 7.01. Regulation FD Disclosure.
On April 22, 2024, the Company issued a press release announcing its receipt of the notice of non-compliance from the NYSE. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
This report contains certain forward-looking statements, including without limitation the Company’s current expectations and intentions with respect to the filing of its 2023 Form 10-K. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this report. Although the Company believes such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, including the length of time that may be required for the Company to complete its procedures and file the 2023 Form 10-K, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the SEC.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated April 22, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request. |
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SIGNATURE
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: April 22, 2024 | By: | /s/ Sten Gustafson | |
| Name: | Sten Gustafson | ||
| Title: | Chief Financial Officer | ||
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Exhibit 99.1
Pyrophyte Acquisition Corp. Receives NYSE Notice Regarding Delayed Form 10-K Filing
HOUSTON, TEXAS, April 22, 2024 (GLOBE NEWSWIRE) -- Pyrophyte Acquisition Corp. (NYSE: PHYT) (the “Company”) today announced that it received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) with the Securities and Exchange Commission (the “SEC”). The notice has no immediate effect on the listing of the Company’s securities on the NYSE.
The NYSE informed the Company that, under the NYSE’s rules, the Company can regain compliance with the NYSE’s continued listing requirements by filing the 2023 Form 10-K with the SEC at any time prior to October 17, 2024.
As the Company reported in its Form 12b-25 filed with the SEC on April 1, 2024, the Company requires additional time to complete its review of the 2023 Form 10-K and the financial statements included therein.
The Company is working diligently to complete the 2023 Form 10-K and expects to file such report as soon as practicable.
Cautionary Note Concerning Forward-Looking Statements
This press release contains certain forward-looking statements, including without limitation the Company’s current expectations and intentions with respect to the filing of its 2023 Form 10-K. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, including the length of time that may be required for the Company to complete its procedures and file the 2023 Form 10-K, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the SEC.
Contact
Sten L. Gustafson
Chief Financial Officer and Director
Pyrophyte Acquisition Corp.
281-701-4234
sten.gustafson@pyrophytespac.com
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