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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):
July 15, 2025
PYROPHYTE ACQUISITION CORP.
(Exact name of registrant as specified in its
Articles)
| Cayman Islands |
|
001-40957 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS. Employer
Identification No.) |
3262 Westheimer Road
Suite 706
Houston, Texas 77098
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (281) 701-4234
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications 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 4.01. Changes in Registrant’s Certifying Accountant.
Based on information provided
by Marcum LLP (“Marcum”), the independent registered public accounting firm of Pyrophyte Acquisition Corp. (the “Company”),
CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum, effective November 1, 2024. Marcum continued to serve
as the Company’s independent registered public accounting firm through July 15, 2025. On July 15, 2025, the Company dismissed Marcum
as the Company’s independent registered public accounting firm, and engaged CBIZ CPAs to serve as the independent registered public
accounting firm of the Company for the year ending December 31, 2024, effective immediately. The engagement of CBIZ CPAs was approved
by the Audit Committee of the Company’s Board of Directors. The services provided by Marcum will now be provided by CBIZ CPAs.
During the fiscal years ended
December 31, 2024 and 2023 and through July 15, 2025, neither the Company nor anyone on its behalf consulted with CBIZ CPAs regarding
(i) the application of accounting principles to any specified transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided
to the Company that CBIZ CPAs concluded was an important factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in
Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The reports of Marcum
regarding the Company’s consolidated financial statements for the fiscal year ended December 31, 2023 and 2022, included in the
Company’s Annual Reports on Form 10-K for the year ended December 31, 2023, did not contain any adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports for
the fiscal year ended December 31, 2023 included an explanatory paragraph relating to substantial doubt about the Company’s
ability to continue as a going concern. The Company’s Annual Report on Form 10-K for the year ended December 31, 2024 has not
yet been filed with the U.S. Securities and Exchange Commission (the “SEC”).
During the fiscal years ended
December 31, 2024 and December 31, 2023, and through July 15, 2025, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv)
of Regulation S-K between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make
reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements
for such years and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided
Marcum with a copy of the above disclosures and requested that Marcum furnish the Company with a letter addressed to the SEC stating
whether or not it agrees with the statements made above. A copy of Marcum’s letter dated July 22, 2025 is attached as Exhibit 16.1
to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 16.1 |
|
Letter from Marcum LLP, dated July 22, 2025 addressed to the U.S. Securities and Exchange Commission. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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. |
|
| |
|
|
| By: |
/s/ Sten Gustafson |
|
| Name: |
Sten Gustafson |
|
| Title: |
Chief Financial Officer |
|
Date: July 23, 2025
2
