PART I – FINANCIAL INFORMATION Presents the company's unaudited condensed financial statements, management's discussion and analysis, and disclosures on controls and market risk Item 1. Condensed Financial Statements Presents unaudited condensed financial statements for Q1 2022, reporting a net income of $1.83 million primarily from derivative warrant fair value changes Condensed Balance Sheets | | March 31, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | Total Assets | $207,771,536 | $207,945,686 | | Investments and cash held in Trust Account | $206,375,655 | $206,299,296 | | Total Liabilities | $18,075,923 | $20,080,666 | | Derivative warrant liabilities | $9,130,522 | $11,506,893 | | Total shareholders' deficit | ($16,585,637) | ($18,416,230) | Condensed Statements of Operations | | For The Three Months Ended March 31, 2022 | For The Period From Feb 12, 2021 (Inception) Through March 31, 2021 | | :--- | :--- | :--- | | Loss from operations | ($622,137) | ($6,827) | | Change in fair value of derivative warrant liabilities | $2,376,371 | — | | Gain on investments held in Trust Account | $76,359 | — | | Net income (loss) | $1,830,593 | ($6,827) | Condensed Statements of Cash Flows | | For The Three Months Ended March 31, 2022 | | :--- | :--- | | Net cash used in operating activities | ($231,495) | | Net cash used in financing activities | ($3,640) | | Net decrease in cash | ($235,135) | | Cash - end of period | $731,560 | Notes to Condensed Financial Statements Details the company's formation, IPO, and business combination objective, highlighting going concern doubts and derivative warrant accounting - The company is a blank check entity focused on a Business Combination, with operations limited to formation, IPO, and target search2223 - The IPO on October 29, 2021, generated $201.25 million gross proceeds from 20,125,000 units, alongside $10.16 million from private placement warrants2425 - Management identified substantial doubt about the company's ability to continue as a going concern due to liquidity conditions3233 - All warrants are classified as derivative liabilities, re-measured at fair value, resulting in a $2.38 million gain in Q1 2022577696 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition and results, focusing on the search for an energy transition business combination, Q1 2022 net income, and going concern risks - The company seeks a business combination with market leaders in the energy transition sector, focusing on decarbonization and sustainable energy technologies102 Financial Summary | Metric | Q1 2022 | Period from Feb 12, 2021 to Mar 31, 2021 | | :--- | :--- | :--- | | Net Income (Loss) | $1,830,593 | ($6,827) | | Operating Costs | ($622,137) | ($6,827) | | Gain on Fair Value of Warrants | $2,376,371 | N/A | | Gain on Marketable Securities | $76,359 | N/A | - Management identified substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity outside the trust account115116 - The company has an administrative support agreement with its Sponsor for $15,000 per month and a potential $3 million advisory fee to UBS upon de-SPAC transaction closing122124 Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information for this item136 Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of March 31, 2022, due to a material weakness in accrual recording, with remediation plans underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2022138 - A material weakness in internal control over financial reporting was identified regarding accrual recording, with errors remedied in the financial statements139 - The company plans to enhance accrual processes through increased communication and additional review procedures141 PART II–OTHER INFORMATION Contains other information including legal proceedings, risk factors, equity sales, and exhibits Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report144 Risk Factors No material changes to risk factors, but new SEC proposed rules on SPACs could adversely impact the ability to complete a business combination - Changes in laws or regulations, specifically the SEC's proposed rules on SPACs from March 30, 2022, could adversely affect the business146147 - If adopted, these proposed SEC rules may materially and adversely affect the company's ability to complete its initial business combination, increasing costs and timeline147 Unregistered Sales of Equity Securities and Use of Proceeds Details proceeds from the October 29, 2021 IPO and private placement of warrants, with $206.28 million deposited into the Trust Account Transaction Summary | Transaction | Units/Warrants | Price per Security | Gross Proceeds | | :--- | :--- | :--- | :--- | | Initial Public Offering | 20,125,000 Units | $10.00 | $201,250,000 | | Private Placement | 10,156,250 Warrants | $1.00 | $10,156,250 | - A total of $206.28 million from IPO and private placement gross proceeds was placed in the Trust Account151 Defaults Upon Senior Securities The company reports no defaults upon senior securities - The company has no defaults upon senior securities to report152 Mine Safety Disclosures This item is not applicable to the company - This item is not applicable153 Other Information The company reports no other information - The company has no other information to report154 Exhibits Lists exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL data files - The report includes CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002156157 - Various XBRL Instance and Taxonomy documents are also filed as exhibits156
Pyrophyte Acquisition (PHYT) - 2022 Q1 - Quarterly Report