Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

As disclosed in the definitive proxy statement filed by Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the "Company"), with the U.S. Securities and Exchange Commission on April 11, 2024 relating to the Extraordinary General Meeting (as defined below), Pyrophyte Acquisition LLC, a Delaware limited liability company (the "Sponsor"), agreed that if the Extension Amendment (as defined below) was approved at the Extraordinary General Meeting (as defined below) and adopted, then it or its designee would deposit into the Company's trust account (the "Trust Account") as a loan, an amount equal to the lesser of (i) $0.0225 per public share multiplied by the number of Class A Ordinary Shares (as defined below) held by public shareholders ("public shares") then outstanding, and (ii) $90,000, for each calendar month beginning on April 30, 2024 and ending on the earlier of (x) the Company's liquidation, (y) the consummation of an initial business combination and (z) the Extended Date (as defined below)(each, a "Contribution").

In connection with the approval of the Extension Amendment at the Extraordinary General Meeting, on April 26, 2024, the Company issued a promissory note to the Sponsor with a principal amount up to $1.08 million (the "Second Extension Note"). The Second Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the Company's initial business combination, (ii) the date of the Company's liquidation and (iii) the Extended Date. If the Company does not consummate an initial business combination by the Extended Date, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

In addition, on April 26, 2024, the Company amended and restated its previously issued unsecured amended and restated convertible promissory note (as so amended and restated, the "Working Capital Convertible Promissory Note") with the Sponsor, to extend the Maturity Date (as defined below) thereunder from the earlier of (i) April 29, 2024 and (ii) the effective date of an initial business combination to the earlier of (i) the Extended Date and (ii) the effective date of an initial business combination (such earlier date, the "Maturity Date"). The Company may borrow under the Working Capital Convertible Promissory Note for ongoing expenses reasonably related to the business of the Company and the consummation of an initial business combination. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,500,000 outstanding under the Working Capital Convertible Promissory Note into warrants to purchase Class A ordinary shares of the Company, par value $0.0001 per share ("Class A Ordinary Shares"), at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company's initial public offering.

The foregoing descriptions of the Second Extension Note and the Working Capital Convertible Promissory Note do not purport to be complete and are qualified in their entirety by the provisions of the Second Extension Note and the Working Capital Convertible Promissory Note, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.