UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

PYROPHYTE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40957		N/A
(State or other jurisdiction of 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)

+1 (345) 769-4900

Registrant’s telephone number, including area code

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act:

None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1422, ~~2024~~2026, the Company ~~Registrant~~ had 116,~~321~~445,~~961~~ 104 Class A ordinary shares, $0.0001 par value per share, issued and outstanding.

PYROPHYTE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, ~~2024~~2025

TABLE OF CONTENTS

		Page	~~Page~~
PART I - FINANCIAL INFORMATION		1	1
Item 1.	Condensed Consolidated Financial Statements	1	1
	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023		1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
	Unaudited Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023		2
	Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	2
	Unaudited Condensed Consolidated Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three and nine months ended September 30, 2024 and 2023		3
	Condensed Consolidated Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023		4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements		5
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37	28
Item 4.	Controls and Procedures	37	28
PART II - OTHER INFORMATION		38	29
Item 1.	Legal Proceedings	38	29
Item 1A.	Risk Factors	38	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38	29
Item 3.	Defaults Upon Senior Securities	38	29
Item 4.	Mine Safety Disclosures	38	29
Item 5.	Other Information	38	29
Item 6.	Exhibits	38	30

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

PYROPHYTE ACQUISITION CORP.

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

	SEPTEMBER 30, 2024			DECEMBER 31, 2023
	SEPTEMBER 30, 2025 (Unaudited)			DECEMBER 31, 2024
	(Unaudited)
ASSETS
Cash	$	27,~~184~~958		$	1,~~253~~173
Prepaid expenses		3753,~~963~~264			~~108~~63,~~458~~570
Extension contribution due from Sponsor		360,000			480,000
Other current asset		26,780			68,854
Total current assets		400,147			589,711
Extension contribution due from Sponsor		151,395			360,000
Cash (Investments) held in Trust Account		72,860,418			98,870,109
Total current assets		239,397			493,597
Total Assets	$	73,260,565		$	99,459,820
Cash held in Trust Account		18,654,790			73,782,674
Total Assets	$	18,894,187		$	74,276,271
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~600~~750,~~183~~713		$	~~585~~659,~~305~~769
Promissory note - extension loan		2,100,000			960,000
Convertible promissory note - extension loan		1,920,000			1,920,000
Due to related party		120,000			25,000
Promissory note - extension loan		1,385,769			450,000
Promissory note - working capital loan		1,476,742			723,322
Convertible promissory note - working capital loan		1,500,000			1,500,000
Accrued expenses		345,835			281,839
Promissory note - working capital loan		578,077			141,875
Total current liabilities		4,642,760			2,575,466
Due to related party		-			165,000
Conversion option liability - extension and working capital loans		868,338			-
Accrued expenses		190,000			192,200
Total current liabilities		7,192,897			5,028,844
Deferred underwriting fees payable		8,443,750			8,443,750
Derivative warrant liabilities		114,~~213~~214,~~125~~528			1202,~~617,500~~187
Deferred legal fees		3,~~456~~995,~~900~~655			3,~~048~~882,~~734~~330
Total liabilities		1733,~~756~~846,~~535~~830			1517,~~685~~557,~~450~~111
Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 6,290,711 and 8,973,837 shares at $11.62 and 11.06 per share at September 30, 2024 and December 31, 2023, respectively		73,120,418			99,250,100
Class A ordinary shares subject to possible redemption, $0.0001 par value; 1,513,954 and 6,290,711 shares at $12.36 and 11.77 per share at September 30, 2025 and December 31, 2024, respectively		18,706,185			74,042,674
Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,031,250 issued and outstanding at September 30, 2024 and December 31, 2023 respectively (excluding 6,290,711 and 8,973,837 shares subject to possible redemption, respectively)		503			503
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,031,250 issued and outstanding at September 30, 2025 and December 31, 2024 (excluding 1,513,954 and 6,290,711 ordinary shares subject to possible redemption, respectively)		503			503
Additional paid-in capital		-			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding at September 30, 2025 and December 31, 2024 respectively		-			-
Accumulated deficit		(1733,~~616~~659,~~891~~331	)		(1517,~~476~~324,~~233~~017	)
Total shareholders’ deficit		(1733,~~616~~658,~~388~~828	)		(1517,~~475~~323,~~730~~514	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	7318,~~260~~894,~~565~~187		$	9974,~~459~~276,~~820~~271

The accompanying notes are an integral ~~part~~ part of these unaudited condensed financial statements.

PYROPHYTE ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For The Three Months Ended September 30, 2024			For The Three Months Ended September 30, 2023			For The Nine Months Ended September 30, 2024			For The Nine Months Ended September 30, 2023
	For The Three Months Ended September 30, 2025			For The Three Months Ended September 30, 2024			For The Nine Months Ended September 30, 2025			For The Nine Months Ended September 30, 2024
General and administrative expenses	$	~~275~~110,~~154~~387		$	~~547~~275,~~392~~154		$	1518,~~405,024~~869		$	1,~~574~~405,~~892~~024
Loss from operations		(~~275~~110,~~154~~387	)		(~~547~~275,~~392~~154	)		(1518,~~405,024~~869	)		(1,~~574~~405,~~892~~024	)
Change in fair value of derivative warrant liabilities		(~~202~~5,~~187~~318,277	)		~~683~~(202,~~395~~187	)		~~404~~(14,~~375~~012,341	)		~~202~~404,~~188~~375
Gain on cash (investments) held in Trust Account		~~776~~147,~~421~~451			1776,~~226,102~~421			31,~~290~~029,~~543~~273			43,~~723~~290,~~284~~543
Net income	$	299,080		$	1,362,105		$	2,289,894		$	3,350,580
Change in fair value of conversion option		(868,338	)		-			(868,338	)		-
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		6,290,711			8,973,837			7,426,633			13,589,520
Other Income		-			-			5			-
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.03		$	0.10		$	0.18		$	0.18
Net (loss) income	$	(6,149,551	)	$	299,080		$	(14,370,270	)	$	2,289,894
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		1,513,954			6,290,711			3,508,644			7,426,633
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption	$	(0.94	)	$	0.03		$	(1.68	)	$	0.18
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted		5,031,250			5,031,250			5,031,250			5,031,250
Basic and diluted net income per share, non-redeemable ordinary shares	$	0.03		$	0.10		$	0.18		$	0.18
Basic and diluted net (loss) income per share, non-redeemable ordinary shares	$	(0.94	)	$	0.03		$	(1.68	)	$	0.18

The accompanying notes are an integral part of these unaudited condensed financial statements.

PYROPHYTE ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

For the three and nine months ended September 30, ~~2024~~2025

(Unaudited)

	Ordinary Shares Subject to Possible Redemption						Non Redeemable Ordinary Shares				Additional					Total
	Class A						Class A				Paid-In		Accumulated			Shareholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2024		8,973,837		$	99,250,100			5,031,250	$	503	$	-	$	(15,476,233	)	$	(15,475,730	)
Balance as of January 1, 2025		6,290,711		$	74,042,674			5,031,250	$	503	$	-	$	(17,324,017	)	$	(17,323,514	)
Extension contribution due from Sponsor		-			480,000			-		-		-		-			-
Remeasurement of Class A ordinary shares to redemption value		-			1,646,307			-		-		-		(1,646,307	)		(1,646,307	)
Net income		-			-			-		-		-		1,939,948			1,939,948
Balance as of March 31, 2024 (unaudited)		8,973,837		$	101,376,407			5,031,250	$	503	$	-	$	(15,182,592	)	$	(15,182,089	)
Redemption of Class A ordinary shares		(2,683,126	)		(30,440,234	)		-		-		-		-			-
Remeasurement of Class A ordinary shares to redemption value		-			1,047,824							-		(2,007,824	)		(2,007,824	)
Extension contribution due from Sponsor		-			90,000			-		-		-		-			-
Net income		-			-			-		-		-		50,866			50,866
Balance as of June 30, 2024 (unaudited)		6,290,711		$	72,073,997			5,031,250	$	503	$	-	$	(17,139,550	)	$	(17,139,047	)
Remeasurement of Class A ordinary shares to redemption value		-			776,421							-		(776,421	)		(776,421	)
Extension contribution due from Sponsor		-			270,000			-		-		-		-			-
Net income		-			-			-		-		-		299,080			299,080
Remeasurement of Class A ordinary shares to redemption value		-			584,665			-		-		-		(854,665	)		(854,665	)
Balance as of September 30, 2024 (unaudited)		6,290,711		$	73,120,418			5,031,250	$	503	$	-	$	(17,616,891	)	$	(17,616,388	)
Net loss		-			-			-		-		-		(3,190,203	)		(3,190,203	)
Balance as of March 31, 2025 (unaudited)		6,290,711		$	74,897,339			5,031,250	$	503	$	-	$	(21,368,885	)	$	(21,368,382	)
Redemption of Class A ordinary shares		(4,776,757	)		(57,089,949	)		-		-		-		-			-
Extension contribution due from Sponsor		-			151,395			-		-		-		-			-
Remeasurement of Class A ordinary shares to redemption value		-			372,855							-		(735,834	)		(735,834	)
Net loss		-			-			-		-		-		(5,030,516	)		(5,030,516	)
Balance as of June 30, 2025 (unaudited)		1,513,954		$	18,331,640			5,031,250	$	503	$	-	$	(27,135,235	)	$	(27,134,732	)
Extension contribution due from Sponsor		-			151,395			-		-		-		-			-
Remeasurement of Class A ordinary shares to redemption value		-			223,150							-		(374,545	)		(374,545	)
Net loss		-			-			-		-		-		(6,149,551	)		(6,149,551	)
Balance as of September 30, 2025 (unaudited)		1,513,954		$	18,706,185			5,031,250	$	503	$	-	$	(33,659,331	)	$	(33,658,828	)

For the three and nine months ended September 30, ~~2023~~2024

(Unaudited)

	Ordinary Shares Subject to Possible Redemption						Non Redeemable Ordinary Shares				Additional					Total
	Class A						Class A				Paid-In		Accumulated			Shareholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2024		8,973,837		$	99,250,100			5,031,250	$	503	$	-	$	(15,476,233	)	$	(15,475,730	)
Extension contribution due from Sponsor		-			480,000			-		-		-		-			-
Remeasurement of Class A ordinary shares to redemption value		-			1,646,307							-		(1,646,307	)		(1,646,307	)
Net income		-			-			-		-		-		1,939,948			1,939,948
Balance as of March 31, 2024 (unaudited)		8,973,837		$	101,376,407			5,031,250	$	503	$	-	$	(15,182,591	)	$	(15,182,088	)
Extension contribution due from Sponsor		-			90,000			-		-		-		-			-
Redemption of Class A ordinary shares		(2,683,126	)		(30,440,234	)		-		-		-		-			-
Remeasurement of Class A ordinary shares to redemption value		-			1,047,824							-		(2,007,824	)		(2,007,824	)
Net income		-			-			-		-		-		50,866			50,866
Balance as of June 30, 2024 (unaudited)		6,290,711		$	72,073,997			5,031,250	$	503	$	-	$	(17,139,550	)	$	(17,139,047	)
Extension contribution due from Sponsor		-			270,000			-		-		-		-			-
Remeasurement of Class A ordinary shares to redemption value		-			776,421							-		(776,421	)		(776,421	)
Net income		-			-			-		-		-		299,080			299,080
Balance as of September 30, 2024 (unaudited)		6,290,711		$	73,120,418			5,031,250	$	503	$	-	$	(17,616,891	)	$	(17,616,388	)

	Ordinary Shares Subject to Possible Redemption						Non Redeemable Ordinary Shares				Additional					Total
	Class A						Class A				Paid-In		Accumulated			Shareholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2023		20,125,000		$	209,551,185			5,031,250	$	503	$	-	$	(11,043,551	)	$	(11,043,048	)
Remeasurement of Class A ordinary shares to redemption value		-			2,347,624							-		(2,347,624	)		(2,347,624	)
Net income		-			-			-		-		-		1,005,015			1,005,015
Balance as of March 31, 2023 (unaudited)		20,125,000		$	211,898,809			5,031,250	$	503	$	-	$	(12,386,160	)	$	(12,385,657	)
Redemption of Class A ordinary shares		(11,151,163	)		(117,744,389	)		-		-		-		-			-
Extension contribution due from Sponsor		-			320,000			-		-		-		-			-
Remeasurement of Class A ordinary shares to redemption value		-			1,309,557							-		(1,309,557	)		(1,309,557	)
Net income		-			-			-		-		-		983,460			983,460
Balance as of June 30, 2023 (unaudited)		8,973,837		$	95,783,977			5,031,250	$	503	$	-	$	(12,712,257	)	$	(12,711,754	)
Remeasurement of Class A ordinary shares to redemption value		-			1,226,102							-		(1,546,102	)		(1,546,102	)
Extension contribution due from Sponsor		-			480,000			-		-		-		-			-
Net income		-			-			-		-		-		1,362,105			1,362,105
Balance as of September 30, 2023 (unaudited)		8,973,837		$	97,490,079			5,031,250	$	503	$	-	$	(12,896,254	)	$	(12,895,751	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~3

3PYROPHYTE ACQUISITION CORP.

~~PYROPHYTE~~CONDENSED ~~ACQUISITION~~CONSOLIDATED ~~CORP.~~STATEMENTS OF CASH FLOWS

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~(Unaudited)

(Unaudited)

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025			FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
Cash Flows from Operating Activities
Net (loss) income	$	(14,370,270	)	$	2,289,894
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Gain on cash (investments) held in Trust Account		(1,029,273	)		(3,290,543	)
Change in fair value of derivative warrant liabilities		14,012,341			(404,375	)
Change in fair value of conversion option		868,338			-
Changes in operating assets and liabilities:
Prepaid expenses		10,306			70,495
Deferred legal fees		113,325			408,166
Accounts payable		90,944			14,878
Due from related party		42,074			-
Due to related party		(165,000	)		95,000
Accrued expenses		(2,200	)		63,996
Net cash used in operating activities		(429,415	)		(752,489	)
Cash Flows from Investing Activities
Trust Account withdrawal – redemption		57,089,949			30,440,234
Extension contribution deposit into Trust Account		(935,771	)		(1,140,000	)
Net cash provided by investing activities		56,154,178			29,300,234
Cash Flows from Financing Activities
Redemption of Class A ordinary shares		(57,089,949	)		(30,440,234	)
Proceeds from Promissory note – working capital loan		436,202			753,420
Proceeds from Promissory note – extension loan		935,769			1,140,000
Net cash used in financing activities		(55,717,978	)		(28,546,814	)

Net increase in cash		6,785			931
Cash - beginning of period		1,173			1,253
Cash - end of period	$	7,958		$	2,184

Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A ordinary shares to redemption value	$	1,180,670		$	4,430,552
Extension contribution due from Sponsor	$	151,395		$	360,000

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024			FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
Cash Flows from Operating Activities
Net income	$	2,289,894		$	3,350,580
Adjustments to reconcile net income to net cash used in operating activities:
Gain on cash (investments) held in Trust Account		(3,290,543	)		(4,723,284	)
Change in fair value of derivative warrant liabilities		(404,375	)		(202,188	)
Changes in operating assets and liabilities:
Prepaid expenses		70,495			242,242
Deferred legal fees		408,166			712,625
Accounts payable		14,878			63,842
Due from related party		95,000			49,500
Accrued expenses		63,996			303,189
Net cash used in operating activities		(752,489	)		(203,494	)
Cash Flows from Investing Activities
Trust Account Withdrawal - redemption		30,440,234			117,744,389
Extension contribution deposit into Trust Account		(1,140,000	)		(480,000	)
Net cash provided by investing activities		29,300,234			117,264,389
Cash Flows from Financing Activities
Proceeds from issuance of ordinary shares to Sponsor		-			-
Redemption of Class A ordinary shares		(30,440,234	)		(117,744,389	)
Due to related party		-			15,000
Proceeds from Promissory note – working capital loan		753,420			480,000
Proceeds from Promissory note – extension loan		1,140,000			177,055
Net cash used in financing activities		(28,546,814	)		(117,072,334	)
Net increase (decrease) in cash		931			(11,439	)
Cash - beginning of period		1,253			13,372
Cash - end of period	$	2,184		$	1,933
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A ordinary shares to redemption value	$	4,430,552		$	5,203,283
Extension contribution due from Sponsor	$	360,000		$	480,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~4

4PYROPHYTE ACQUISITION CORP.

~~PYROPHYTE~~NOTES TO ~~ACQUISITION~~CONDENSED ~~CORP.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Note 1 – Description of Organization, Business Operations, TOGoing ~~CONDENSED~~Concern ~~CONSOLIDATED~~and ~~FINANCIAL~~Basis ~~STATEMENTS~~of Presentation

Pyrophyte Acquisition Corp. (~~Unaudited~~the “Company” or “Pyrophyte”, “we”, “our”) is a blank check company incorporated in Cayman Islands on February 12, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Snowbank Newco Alberta ULC is a wholly owned subsidiary of the Company formed as an Alberta unlimited liability company on October 20, 2023.

~~Note~~As 1of –September ~~Description~~30, of2025, ~~Organization~~the Company had not yet commenced any operations. All activity for the period from February 12, ~~Business~~2021 ~~Operations~~(inception) through September 30, 2025 relates to the ~~Going~~Company’s ~~Concern~~formation and ~~Basis~~the preparation of ~~Presentation~~the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest or dividend income on investments from the proceeds derived from the Initial Public Offering.

~~Pyrophyte~~On ~~Acquisition~~November ~~Corp.~~13, (2023, the “Company~~” or “Pyrophyte”~~, ~~“we”~~Sio Silica Corporation, an Alberta corporation (“~~our~~Sio”), isSio aSilica ~~blank check company incorporated in Cayman Islands on February 12~~Incorporated, ~~2021.~~ ~~The~~a ~~Company~~newly-formed ~~was~~Alberta corporation formed ~~for~~solely for the purpose of ~~effecting~~engaging ain ~~merger,~~the ~~capital~~Sio ~~stock~~Business ~~exchange,~~Combination ~~asset~~and ~~acquisition,~~that ~~stock~~is ~~purchase,~~wholly ~~reorganization or~~owned ~~similar~~by ~~business~~Feisal ~~combination~~Somji, ~~with~~a ~~one~~nominee or(“Nominee”) ~~more~~of Sio ~~businesses~~ (~~the~~ “~~initial~~Sio ~~business combination~~Newco”)., ~~The~~and ~~Company~~Snowbank isNewCo anAlberta ~~emerging growth company and~~ULC, asan ~~such,~~Alberta ~~the~~unlimited ~~Company~~liability iscorporation ~~subject~~and towholly-owned ~~all~~ subsidiary of the ~~risks~~Company ~~associated~~(“Pyrophyte ~~with~~Newco”) ~~emerging~~entered ~~growth~~into ~~companies.~~a ~~Snowbank~~business ~~Newco~~combination ~~Alberta ULC~~agreement is(as aamended, ~~wholly~~the ~~owned~~“Sio ~~subsidiary~~Business ofCombination Agreement” and the ~~Company~~transactions ~~formed~~contemplated asthereby, anthe ~~Alberta~~“Sio ~~unlimited~~Business ~~liability~~Combination”) ~~company~~subject onto ~~October~~terms ~~20,~~and ~~2023~~conditions.

AsOn ofOctober ~~September 30~~29, 2024, the Company ~~had~~received ~~not~~notice ~~yet~~from ~~commenced~~the ~~any~~New ~~operations.~~York ~~All~~Stock ~~activity~~Exchange ~~for~~that ~~the~~it ~~period~~would ~~from~~suspend ~~February~~the ~~12,~~listing ~~2021~~of ~~(inception)~~the ~~through~~Company’s ~~September~~Class ~~30,~~A ~~2024~~ordinary ~~relates~~shares, topublic ~~the~~warrants and ~~Company’s~~Units ~~formation~~before ~~and~~market ~~the~~open ~~preparation~~on ofOctober ~~the~~30, ~~initial~~2024 ~~public~~and ~~offering~~commence ~~(the~~delisting ~~“Initial~~proceedings ~~Public~~with ~~Offering”)~~respect ~~described~~to ~~below, and~~such ~~since~~securities ~~the~~because ~~Initial~~its ~~Public~~Listed ~~Offering,~~Company Manual ~~the~~does ~~search~~not ~~for~~permit a ~~prospective~~special ~~initial~~purpose ~~business~~acquisition ~~combination.~~company, ~~The~~such as the Company, ~~will~~to ~~not~~remain ~~generate~~listed ~~any~~for ~~operating revenues~~more ~~until~~than three years after the Company’s ~~completion~~initial ofpublic ~~its~~offering. ~~initial~~Following ~~business~~the ~~combination~~suspension, at the ~~earliest.~~Company’s ~~The~~Class ~~Company~~A ~~generates~~ordinary ~~non-operating~~shares, ~~income~~public ~~in the~~warrants ~~form~~and ofUnits began ~~interest~~trading oron ~~dividend~~the ~~income~~OTC onPink ~~investments~~Marketplace ~~from~~under the ~~proceeds~~symbols ~~derived~~“PHYTF,” ~~from~~“PHYWF” ~~the~~and ~~Initial~~“PHYUF,” ~~Public Offering~~respectively.

OnThe ~~November~~Company’s ~~13,~~sponsor ~~2023,~~is ~~the~~Pyrophyte ~~Company~~Acquisition LLC, ~~Sio~~a ~~Silica Corporation,~~Delaware anlimited ~~Alberta~~liability ~~corporation~~company (the “~~Sio~~Sponsor”),. ~~Sio~~The ~~Silica~~registration ~~Incorporated,~~statement afor ~~newly-formed~~the ~~Alberta~~Company’s ~~corporation~~Initial ~~formed solely for~~Public ~~the~~Offering ~~purpose~~was ofdeclared ~~engaging~~effective inon ~~the~~October ~~Sio~~26, ~~Business~~2021. ~~Combination~~On ~~and~~October ~~that~~29, is2021, ~~wholly~~the ~~owned~~Company byconsummated ~~Feisal~~its ~~Somji,~~Initial aPublic ~~nominee~~Offering ~~(“Nominee”)~~ of 20,125,000 ~~Sio~~units (~~“Sio~~the ~~Newco~~“Units”), and, ~~Snowbank~~with ~~NewCo~~respect ~~Alberta~~to ~~ULC,~~the anClass ~~Alberta~~A ~~unlimited~~ordinary ~~liability~~shares ~~corporation~~included ~~and~~in ~~wholly-owned~~the ~~subsidiary of~~Units offered, the ~~Company (~~“~~Pyrophyte~~Public ~~Newco~~Shares”), including ~~entered~~2,625,000 ~~into~~additional aUnits ~~business~~to ~~combination~~cover ~~agreement~~over-allotments (the “~~Sio~~Over-Allotment ~~Business~~Units”), ~~Combination~~at ~~Agreement”~~$10.00 per Unit, generating ~~and~~gross ~~the~~proceeds ~~transactions~~of ~~contemplated~~$201,250,000, ~~thereby~~and incurring $181,216 ~~the~~in ~~“Sio~~other ~~Business~~offering ~~Combination”)~~costs, ~~subject~~$2,625,000 toin ~~terms~~upfront ~~and~~underwriting ~~conditions~~fees (Note 5).

~~The~~Simultaneously ~~Company’s~~with ~~sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability company (~~the ~~“Sponsor”).~~closing ~~The~~of ~~registration statement for~~ the ~~Company’s~~ Initial ~~Public~~ ~~Offering~~Public ~~was declared effective on October 26~~Offering, ~~2021. On October 29, 2021,~~ the Company consummated ~~its~~the ~~Initial~~private ~~Public~~placement ~~Offering~~(“Private Placement”) of 2010,~~125~~156,~~000 units~~250 warrants (~~the~~each, a “~~Units~~Private Placement Warrant” and, ~~with respect to the Class A ordinary shares included in the Units offered~~collectively, the “~~Public~~Private ~~Shares~~Placement Warrants”)~~, including~~ ~~2,625,000~~at ~~additional~~a ~~Units~~price toof ~~cover over-allotments (the “Over-Allotment Units”), at~~ $101.00 per ~~Unit,~~Private ~~generating~~Placement Warrant ~~gross~~to ~~proceeds~~the ~~of $201~~Sponsor,~~250,000,~~ ~~and~~generating ~~incurring~~proceeds ~~$181,216~~of ~~in other offering costs,~~ $210,~~625~~156,~~000~~250 ~~in upfront underwriting fees~~ (Note 54).

~~Simultaneously~~Upon ~~with~~ the closing of the Initial Public Offering and the Private Placement, $206,281,250 ($10.25 per Unit) of the ~~Company~~proceeds ~~consummated~~of the ~~private~~Initial ~~placement~~Public (“Offering and the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”) ofin 10the United States at J.P. Morgan Chase Bank,~~156~~ N.A. maintained by Continental Stock Transfer & Trust Company,~~250~~ ~~warrants~~acting as trustee, to be invested in U.S. government securities, within the meaning set forth in Section 2(~~each~~a)(16) of the Investment Company Act, with a ~~“Private~~maturity of 185 days or less, or in money market funds meeting certain ~~Placement~~conditions ~~Warrant”~~of ~~and~~Rule ~~collectively~~2a-7 of the Investment Company Act of 1940, as amended (the “~~Private~~Investment ~~Placement~~Company ~~Warrants~~Act”), atwhich ainvest ~~price~~only in ofdirect $1U.00S, ~~per~~government ~~Private~~treasury ~~Placement~~obligations ~~Warrant~~until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the ~~Sponsor~~Company’s shareholders, ~~generating~~as ~~proceeds~~described below. On April 24, 2024, the Company amended the investment management trust agreement, dated as of ~~$10~~October 26,~~156~~ 2021,~~250~~ by and between the Company and Continental Stock Transfer and Trust Company, as trustee (~~Note~~as 4amended, the “Trust Agreement”), to permit Continental Stock Transfer & Trust Company (the “Trustee”), to hold the assets in the Trust Account in an interest-bearing demand deposit account or cash until the earlier of the consummation of an initial business combination or the Company’s liquidation. On the same day, the Company instructed the Trustee to liquidate the investments held in the Trust Account and move the funds to an interest-bearing demand deposit account, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and the sale of the private placement warrants are no longer invested in U.S. government securities or money market funds.

Upon the closing of the Initial Public Offering and the Private Placement, $206,281,250 ($10.25 per Unit) of the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”) in the United States at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S, government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On April 24, 2024, the Company amended the investment management trust agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer and Trust Company, as trustee (as amended, the “Trust Agreement”), to permit Continental Stock Transfer & Trust Company (the “Trustee”), to hold the assets in the Trust Account in an interest-bearing demand deposit account or cash until the earlier of the consummation of an initial business combination or the Company’s liquidation. On the same day, the Company instructed the Trustee to liquidate the investments held in the Trust Account and move the funds to an interest-bearing demand deposit account, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and the sale of the private placement warrants are no longer invested in U.S. government securities or money market funds.5

5The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company’s ~~management~~will ~~has~~provide ~~broad~~its ~~discretion with~~holders ~~respect to the specific application~~ of the ~~net~~outstanding Public ~~proceeds~~Shares of (the ~~Initial~~ “Public ~~Offering~~Shareholders”) ~~and~~with ~~sale of~~ the ~~Private~~opportunity ~~Placement~~to ~~Warrants, although~~redeem ~~substantially~~ all ofor ~~the~~a ~~net~~portion ~~proceeds~~of ~~are~~their ~~intended~~Public toShares beupon ~~applied~~the completion ~~generally~~of ~~toward consummating~~ a Business Combination. ~~The~~either ~~New York~~(i) ~~Stock~~in ~~Exchange~~connection ~~rules provide that the Business Combination must occur~~ with ~~one~~a orshareholders ~~more~~meeting ~~target~~called ~~businesses that together have an aggregate fair market value equal~~ to atapprove ~~least 80% of~~ the ~~balance~~Business inCombination ~~the Trust Account (excluding the deferred underwriting commissions and taxes~~or ~~payable on income earned on the Trust Account~~(ii) atby ~~the~~means ~~time~~ of ~~the signing~~ a ~~definitive~~tender ~~agreement to enter a Business Combination~~offer. ~~The Company~~In ~~will~~connection ~~only~~with ~~complete~~an ainitial ~~Business~~business ~~Combination~~combination, if the ~~post-Business~~Company ~~Combination~~may ~~company~~seek ~~owns~~shareholder orapproval ~~acquires 50% or more~~ of ~~the~~a ~~outstanding~~Business ~~voting~~Combination ~~securities~~at ~~of the target or otherwise acquires~~ a ~~controlling~~meeting ~~interest~~called infor ~~the~~such ~~target~~purpose ~~sufficient~~at ~~for~~which itPublic ~~not~~Shareholders tomay beseek ~~required~~ to ~~register as~~redeem antheir ~~investment~~shares, ~~company~~regardless ~~under~~of ~~the~~whether ~~Investment~~they vote ~~Company~~for ~~Act.~~or ~~There~~against ~~is no assurance that the Company will be able to successfully effect~~ a Business Combination.

~~The~~If the Company ~~will~~seeks ~~provide~~shareholder ~~its~~approval ~~holders~~ of ~~the outstanding~~a ~~Public~~Business ~~Shares~~Combination ~~(the~~and ~~“Public~~it ~~Shareholders”)~~does ~~with~~not ~~the~~conduct ~~opportunity~~redemptions pursuant to ~~redeem~~the ~~all~~tender oroffer arules, ~~portion~~the ofCompany’s ~~their~~amended ~~Public~~and ~~Shares~~restated memorandum ~~upon~~and ~~the completion~~articles of aassociation ~~Business~~(as ~~Combination~~amended, ~~either~~the (i“Articles”) inprovides ~~connection~~that, ~~with~~ a ~~shareholders~~Public ~~meeting~~Shareholder, ~~called~~together towith ~~approve~~any affiliate ~~the~~of ~~Business~~such ~~Combination~~shareholder or ~~(ii)~~ byany ~~means~~other ofperson awith ~~tender~~whom ~~offer.~~such Inshareholder ~~connection~~is ~~with~~acting anin ~~initial~~concert ~~business~~or ~~combination,~~as ~~the~~a ~~Company~~“group” ~~may~~(as ~~seek~~defined under ~~shareholder~~Section ~~approval~~13 of athe ~~Business Combination~~Securities atExchange aAct ~~meeting~~of ~~called~~1934, ~~for~~as ~~such~~amended ~~purpose~~(the at“Exchange ~~which~~Act”)), ~~Public~~will ~~Shareholders~~be ~~may~~restricted ~~seek~~from toseeking redemption ~~redeem~~rights ~~their~~with ~~shares,~~respect ~~regardless~~to 15% or more of ~~whether~~the ~~they vote~~Public ~~for~~Shares orwithout ~~against~~the aCompany’s ~~Business~~prior ~~Combination~~written consent.

IfThe ~~the~~Public ~~Company~~Shareholders ~~seeks~~will ~~shareholder~~be ~~approval~~entitled ofto aredeem ~~Business~~their ~~Combination~~shares ~~and~~for ita ~~does~~pro ~~not~~rata ~~conduct~~portion ~~redemptions~~of ~~pursuant~~the toamount then in the ~~tender~~Trust ~~offer~~Account ~~rules~~(initially $10.25 per share, ~~the~~plus ~~Company’s~~any ~~amended~~pro ~~and~~rata ~~restated~~interest or ~~memorandum~~dividend ~~and~~earned ~~articles~~on ofthe ~~association~~funds (held in the ~~“Articles”)~~Trust ~~provides~~Account ~~that,~~and anot ~~Public~~previously ~~Shareholder,~~released ~~together~~to ~~with~~the ~~any~~Company ~~affiliate~~to ~~of such~~pay ~~shareholder~~its ortax ~~any~~obligations). ~~other~~The ~~person~~per-share amount ~~with~~to ~~whom~~be ~~such~~distributed ~~shareholder~~to isPublic ~~acting~~Shareholders inwho ~~concert~~redeem ortheir asshares awill ~~“group”~~not ~~(as~~be ~~defined~~reduced ~~under~~by ~~Section 13~~the ofdeferred underwriting commissions the Company ~~Securities~~will ~~Exchange~~pay ~~Act~~to the representative of ~~1934,~~the underwriter (as ~~amended~~discussed ~~(the~~in ~~“Exchange~~Note ~~Act”~~5)),. There will be ~~restricted~~no ~~from seeking~~ redemption rights upon the completion of a Business Combination with respect to ~~15%~~the orCompany’s ~~more~~warrants. These Class A ordinary shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public ~~Shares~~Offering, ~~without~~in ~~the~~accordance ~~Company’s~~with ~~prior~~Accounting ~~written~~Standards ~~consent~~Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

~~The~~If ~~Public Shareholders will be entitled to redeem their shares for~~ a ~~pro~~shareholder ~~rata~~vote ~~portion~~is ofnot ~~the~~required ~~amount~~and ~~then in~~ the Company ~~Trust~~does ~~Account~~not ~~(initially~~decide ~~$10.25~~to ~~per~~hold ~~share,~~a ~~plus~~shareholder ~~any~~vote ~~pro~~for ~~rata~~business ~~interest~~ or ~~dividend~~ ~~earned~~other onlegal ~~the~~reasons, ~~funds held in~~ the ~~Trust~~Company ~~Account~~will, ~~and~~pursuant ~~not previously released~~ to ~~the Company to pay~~ its ~~tax~~Articles, ~~obligations). The per-share~~offer ~~amount~~such toredemption bepursuant ~~distributed~~ to ~~Public~~the ~~Shareholders~~tender ~~who~~offer ~~redeem~~rules ~~their~~of ~~shares~~the ~~will~~Securities ~~not~~and beExchange ~~reduced~~Commission by (the ~~deferred~~“SEC”), ~~underwriting~~and ~~commissions~~file ~~the~~tender ~~Company~~offer ~~will~~documents ~~pay~~containing tosubstantially the ~~representative~~same ofinformation ~~the underwriter (~~as ~~discussed~~would ~~in Note 5). There will~~ be noincluded ~~redemption~~in ~~rights upon the completion of~~ a ~~Business~~proxy ~~Combination~~statement with ~~respect to~~ the ~~Company’s~~SEC ~~warrants.~~prior ~~These~~to ~~Class A ordinary shares were recorded at~~ completing a ~~redemption~~Business value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from EquityCombination.”

IfThe Company’s Sponsor, officers and directors agreed (a) ~~shareholder~~to vote isits ~~not~~Founder ~~required~~Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s ~~does~~Articles with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not ~~decide~~to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to ~~hold~~receive cash from the Trust Account in connection with a shareholder vote ~~for~~to ~~business~~approve a Business Combination (or ~~other~~to ~~legal~~sell ~~reasons,~~any shares in a tender offer in connection with a Business Combination if the Company ~~will,~~does ~~pursuant~~not toseek ~~its~~shareholder ~~Articles,~~approval ~~offer such~~in ~~redemption~~connection ~~pursuant~~therewith) or a vote to amend the ~~tender~~provisions ~~offer~~of ~~rules~~the Articles relating to shareholders’ rights of pre- Business Combination activity and (d) that the ~~Securities~~Founder Shares and ~~Exchange~~Private ~~Commission~~Placement Warrants (~~the~~including ~~“SEC”~~underlying securities), ~~and~~shall ~~file~~not ~~tender~~participate in any liquidating distributions upon winding up if a Business Combination ~~offer~~is ~~documents~~not ~~containing~~consummated. ~~substantially~~However, the ~~same~~Sponsor ~~information~~will asbe ~~would~~entitled beto ~~included~~liquidating indistributions afrom ~~proxy~~the ~~statement~~Trust Account with respect to any Public Shares purchased during or after the ~~SEC~~Initial ~~prior~~Public Offering if the Company fails to ~~completing a~~complete its Business Combination.

The Company’s Sponsor, officers and directors agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Articles with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Articles relating to shareholders’ rights of pre- Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.6

6If the Company is unable to complete a Business Combination by the April 29, 2027 (“Extended Date”) as approved at the Fourth Extension Meeting on April 28, 2026, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest or dividend earned on the funds held in the Trust Account, which interest or dividend shall be net of taxes payable and $100,000 of interest or dividend to pay dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law. The representative of the underwriter agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination by the Extended Date and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.25).

IfThe ~~the~~Sponsor ~~Company~~agreed isthat ~~unable~~it towill ~~complete~~be aliable ~~Business~~to the ~~Combination~~Company byif ~~the~~and ~~April~~to ~~29,~~the ~~2025~~extent ~~(“Extended~~any ~~Date”)~~claims asby ~~approved~~a atthird ~~the~~party ~~Second~~for ~~Extension~~services ~~Meeting~~rendered onor ~~April~~products ~~26,~~sold ~~2024,~~to the Company ~~will~~, ~~(i)~~or ~~cease~~a ~~all~~prospective ~~operations~~target business ~~except~~with ~~for~~which the ~~purpose~~Company ofhas ~~winding~~entered ~~up,~~into ~~(ii)~~a aswritten ~~promptly~~letter asof ~~reasonably~~intent, ~~possible~~confidentiality ~~but~~or nosimilar ~~more~~agreement ~~than~~or ~~ten~~Sio ~~business days~~Business ~~thereafter~~Combination agreement, ~~redeem~~reduce the ~~Public~~amount ~~Shares,~~of atfunds ~~a per-share price, payable~~ in ~~cash,~~the ~~equal~~Trust Account to below the ~~aggregate~~lesser ~~amount~~of ~~then~~(i) on$10.25 ~~deposit~~per inPublic ~~the Trust~~Share ~~Account,~~and ~~including~~(ii) ~~interest~~the oractual ~~dividend~~amount per ~~earned~~Public onShare ~~the funds~~ held in the Trust Account, ~~which~~as ~~interest~~of orthe ~~dividend~~day ~~shall~~of beliquidation ~~net~~ of ~~taxes~~ ~~payable~~the ~~and~~Trust ~~$100~~Account,~~000~~ ofif ~~interest~~less orthan ~~dividend~~$10.25 toper ~~pay~~share ~~dissolution~~due ~~expenses,~~to ~~divided~~reductions in by the ~~number~~value of ~~then~~the ~~outstanding~~trust ~~public shares~~assets, ~~which~~ ~~redemption~~less ~~will~~taxes ~~completely~~payable, ~~extinguish~~provided ~~Public~~that ~~Shareholders’~~such ~~rights~~liability aswill ~~shareholders~~not ~~(including~~apply ~~the right~~ to ~~receive further liquidation distributions, if~~ any), ~~subject~~claims toby ~~applicable~~a ~~law,~~third ~~and~~party ~~(iii)~~or asprospective target ~~promptly~~business aswho ~~reasonably~~executed ~~possible~~a ~~following~~waiver ~~such redemption, subject to the approval~~ of ~~the~~any ~~remaining shareholders~~ and ~~the~~all ~~Company’s~~rights ~~board of directors, proceed~~ to ~~commence~~monies aheld ~~voluntary~~in ~~liquidation and~~the ~~thereby~~Trust aAccount ~~formal~~(whether ~~dissolution~~or ofnot ~~the~~such ~~Company,~~waiver ~~subject~~is inenforceable) nor ~~each~~will ~~case~~it toapply ~~its obligations~~ to ~~provide~~any ~~for~~ claims ofunder ~~creditors~~the ~~and~~Company’s ~~the~~indemnity ~~requirement~~ of ~~applicable~~the ~~law.~~underwriter ~~The representative~~ of the ~~underwriter~~Initial ~~agreed~~Public toOffering ~~waive~~against ~~its~~certain liabilities, ~~rights~~including toliabilities under the ~~deferred~~Securities ~~underwriting~~Act ~~commission~~of ~~held~~1933, inas amended (the ~~Trust~~ ~~Account~~“Securities inAct”). ~~the~~However, ~~event~~ the Company has ~~does~~ not ~~complete~~asked ~~a Business Combination by~~ the ~~Extended~~Sponsor ~~Date~~to ~~and,~~reserve infor such ~~event~~indemnification obligations, ~~such~~nor ~~amounts will~~has ~~be included with~~ the ~~funds~~Company ~~held~~independently inverified whether the ~~Trust~~Sponsor has ~~Account~~sufficient ~~that~~funds ~~will be available~~ to ~~fund~~satisfy ~~the~~its ~~redemption~~indemnity ~~of the Public Shares~~obligations. InNone ~~the event~~ of ~~such~~the ~~distribution,~~Company’s itofficers isor ~~possible~~directors ~~that~~will ~~the~~indemnify ~~per share value of~~ the ~~assets~~Company for ~~remaining~~claims ~~available~~by ~~for~~third ~~distribution~~parties ~~will~~including, bewithout ~~less~~limitation, ~~than~~claims ~~the Initial~~by ~~Public~~vendors ~~Offering~~and ~~price~~prospective ~~per~~target ~~Unit ($10~~businesses.~~25).~~

~~The~~First ~~Sponsor~~Extension agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Sio Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.25 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.Meeting

On April 24, 2023, we held an extraordinary general meeting of shareholders (the “First Extension Meeting”), pursuant to which our shareholders approved an amendment to the Articles to extend the date by which the Company must complete initial business combination from April 29, 2023 to April 29, 2024 (the “First Extended Date”) (or such earlier date as determined by our board of directors and included in a public announcement) (the “First Extension”). In connection therewith, the Sponsor agreed to loan us $160,000 for each calendar month beginning on April 30, 2023 and ending on the earlier of the completion of a business combination or the date of the our liquidation in accordance with the terms of the First Extension, up to a maximum aggregate amount of $1.92 million (the “First Extension Contribution”). On May 4, 2023, we issued a convertible promissory note (the “First Extension Note”) to the Sponsor with a principal amount up to $1.92 million. Pursuant to the First Extension Note, the Sponsor may convert the outstanding principal into Private Placement Warrants at $1.00 per warrant. In connection with the vote to approve the First Extension, the holders of 11,151,163 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.56 per share, for an aggregate redemption amount of approximately $118 million, resulting in 8,973,837 Public Shares remaining. In addition, on April 28, 2023, holders of 5,031,250 Class B ordinary shares elected to convert such shares into Class A ordinary shares on a one-for-one basis for no consideration. The shareholders also approved a proposal to amend the Articles to permit the Company’s board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement. The shareholders also approved a proposal to amend the Articles to eliminate the limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s initial business combination. The shareholders also approved a proposal to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”), to convert into Class A ordinary shares, par value $0.0001 per share, on a one-for-one basis prior to the closing of an initial business combination at the election of the holder.

~~The~~Second ~~shareholders~~Extension also approved a proposal to amend the Articles to permit the Company’s board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement. The shareholders also approved a proposal to amend the Articles to eliminate the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s initial business combination. The shareholders also approved a proposal to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”), to convert into Class A ordinary shares, par value $0.0001 per share, on a one-for-one basis prior to the closing of an initial business combination at the election of the holder.Meeting

On April 26, 2024, the Company had an extraordinary general meeting of our shareholders (the “Second Extension Meeting”) to vote on another amendment to its Articles to extend the deadline by which it has to complete an initial business combination from April 29, 2024 to April 29, 2025 (the “Second Extension”). In connection with the vote to approve the Second Extension, the holders of 2,683,126 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.35 per share, for an aggregate redemption amount of approximately $30.4 million, resulting in 6,290,711 Public Shares outstanding. In connection with the Second Extension Meeting, the Sponsor agreed to loan us $90,000 for each calendar month beginning on April 30, 2024 and ending on the earlier of (i) the completion of a business combination, (ii) the date of the our liquidation in accordance with the terms of the Second Extension and (iii) April 29, 2025, up to a maximum aggregate amount of $1.08 million (the “Second Extension Contribution”), and on April 26, 2024, the Company issued a promissory note (the “Second Extension Note”, together with the First Extension Note, the “Extension Notes”) to the Sponsor in the amount of $1.08 million in connection with the Second Extension Contributions. The Second Extension Note funded extension deposit of $90,000 for each calendar month beginning on April 30, 2024 until April 29, 2025.

OnThird ~~April 26, 2024, the Company had an extraordinary general meeting of its shareholders (the “Second~~ Extension Meeting”) to vote on another amendment to its amended and restated articles and memorandum of association to extend the deadline by which it has to complete an initial business combination from April 29, 2024 to April 29, 2025 (the “Second Extension”). In connection with the vote to approve the Second Extension, the holders of 2,683,126 public shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.35 per share, for an aggregate redemption amount of approximately $30.4 million, resulting in 6,290,711 public shares outstanding. In connection with the Second Extension Meeting, the Sponsor agreed to loan us $90,000 for each calendar month beginning on April 30, 2024 and ending on the earlier of (i) the completion of a business combination, (ii) the date of the our liquidation in accordance with the terms of the Second Extension and (iii) April 29, 2025, up to a maximum aggregate amount of $1.08 million (the “Second Extension Contribution”), and on April 26, 2024, the Company issued a promissory note (the “Second Extension Note”, together with the First Extension Note, the “Extension Notes”) to the Sponsor in the amount of $1.08 million in connection with the Second Extension Contributions. The Second Extension Note will fund extension deposit of $90,000 for each calendar month beginning on April 30, 2024 until April 29, 2025.

7On April 25, 2025, the Company had an extraordinary general meeting of our shareholders (the “Third Extension Meeting”) to vote on another amendment to its Articles to extend the deadline by which it has to complete an initial business combination from April 29, 2025 to April 29, 2026 (the “Third Extension”). In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 4,776,757 Public Shares exercised their right to redeem their shares at a price of approximately $11.95 per share from the funds held in the Trust Account, leaving approximately $18.1 million in cash in the Trust Account after satisfaction of such redemptions. In connection with the Third Extension Meeting, the Sponsor agreed to loan us lesser of (i) $0.05 per Public Share or (ii) $150,000 for each calendar month beginning on April 30, 2025 and ending on the earlier of (i) the completion of a business combination, and (ii) the date of the our liquidation in accordance with the terms “Third Extension Contribution”), and on April 25, 2025, the Company issued a promissory note (the “Third Extension Note”, together with the First and Second Extension Notes, the “Extension Notes”) to the Sponsor in the amount of $1.5 million in connection with the Third Extension Contributions. The Third Extension Note will fund extension deposit of the lesser of (i) $0.05 per Public Share or (ii) $150,000 for each calendar month beginning on April 30, 2025 until April 29, 2026.

AsFourth ~~of September 30, 2024 and December 31, 2023, $2,100,000 and $960,000 respectively had been drawn on the~~ Extension ~~Notes and there were Trust Account deposits in connection with the Extension Notes, totaling $2,100,000.~~Meeting

~~Sio~~On ~~Business~~April ~~Combination~~28, 2026, the Company had an extraordinary general meeting of our shareholders (the “Fourth Extension Meeting”) to vote on another amendment to its articles to extend the deadline by which it has to complete an initial business combination from April 29, 2026 to April 29, 2027 (the “Fourth Extension”). In connection with the approval of the Extension Amendment at the extraordinary general meeting, the Company issued a promissory note to the Sponsor with a principal amount up to $1,200,000 (the “Fourth Extension Note”). The Fourth 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 and (ii) the date of the Company’s liquidation. If the Company does not consummate an initial business combination by April 29, 2027, the Fourth Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

OnIn ~~November 13~~addition, ~~2023,~~on ~~the~~April ~~Company entered into a Sio Business Combination Agreement with Sio~~28, ~~Sio Newco~~2026, ~~and~~the ~~Pyrophyte~~Company ~~Newco,~~amended ~~pursuant to which, among other things~~ and ~~subject to the~~restated ~~terms~~its ~~and~~previously ~~conditions~~issued ~~contained~~unsecured ~~therein,~~amended ~~(i)~~and ~~the~~restated ~~Company~~convertible ~~will~~promissory ~~transfer~~note bywith ~~way of continuation from~~ the ~~Cayman~~Sponsor ~~Islands~~ to ~~Alberta~~extend ~~in accordance with~~ the ~~Cayman~~maturity ~~Islands~~date ~~Companies Act (as revised) (the “Companies Act”) and continue as an Alberta corporation in accordance~~thereunder ~~with~~from the ~~applicable~~earlier ~~provisions~~ of ~~the Business Corporations Act~~ (~~Alberta~~i) ~~(the~~April ~~“ABCA”) (such continuation~~29, ~~the~~2026 ~~“Domestication”),~~ and (ii) ~~following~~ the ~~Domestication,~~effective ~~Pyrophyte~~date ~~will~~of ~~amalgamate~~an ~~with~~initial ~~Sio~~business ~~Newco~~combination ~~(the~~to ~~“SPAC Amalgamation”), with Sio Newco surviving~~ the ~~SPAC~~earlier ~~Amalgamation~~of (~~“Pubco”~~i) inApril ~~accordance with the terms of a Plan of Arrangement (the “Plan of Arrangement”)~~29, ~~and~~2027 ~~(iii) Sio~~ and ~~Pyrophyte Newco will amalgamate~~ (~~the “Sio Amalgamation” and together with the SPAC Amalgamation, the “Amalgamations”~~ii)~~, with~~ ~~Sio surviving~~ the ~~Sio~~effective ~~Amalgamation~~date ~~as a wholly-owned subsidiary~~ of ~~Pubco~~an ~~and~~initial ~~such entity will continue the~~ business ~~operations~~combination. ~~currently undertaken~~Other byexisting ~~Sio~~terms apply.

~~Subscription~~The ~~Agreements~~Sponsor determined to increase the monthly amount that it or its designee would deposit into the Trust Account as a loan in connection with the Extension Amendment from (a) an amount equal to the greater of (i) $0.05 per Public Shares multiplied by the number of Public Shares then outstanding, and (ii) $75,000, to (b) $100,000 for each calendar month beginning on April 30, 2026, and ending on the earlier of the Company’s liquidation or April 29, 2027.

~~Concurrently~~As ~~with the execution~~ of ~~the~~September ~~Sio Business Combination Agreement~~30, ~~Pyrophyte,~~2025 ~~Sio~~ and ~~Sio~~December Newco entered into subscription agreements with (i) a certain accredited investor (the “Non-Insider PIPE Investor”) and (ii) certain other accredited investors who are existing shareholders of Sio or the Company (the “Insider PIPE Investors” and31, ~~together with the Non-Insider PIPE Investor~~2024, ~~the “PIPE Investors”)~~$3,305,769 ~~pursuant~~and ~~to which~~$2,370,000 respectively ~~among~~had ~~other things,~~been ~~Sio~~drawn ~~Newco~~on ~~agreed~~the toExtension ~~issue~~Notes and ~~sell,~~there inwere aTrust ~~private~~Account ~~placement~~deposits toin ~~close~~connection ~~concurrently~~ with ~~and conditioned upon~~ the ~~effectiveness~~Extension ~~of the consummation of the Sio Business Combination~~Notes, ~~an aggregate of 3,114,258 Pubco Class A Common Shares (the “PIPE Investment”)~~totaling ~~to the PIPE Investors for an aggregate purchase price equal to~~ $203,~~122~~305,~~474~~769.

Sio ~~Securityholder~~Business ~~Support~~Combination ~~Agreements~~

InOn ~~connection with the execution of the Sio Business Combination Agreement, on~~ November 13, 2023, the Company, ~~Sio,~~entered ~~and~~into a ~~certain securityholders of~~ Sio ~~entered~~Business ~~into~~Combination ~~support~~Agreement ~~agreements~~with ~~(the “~~Sio, ~~Securityholder~~Sio ~~Support~~Newco, ~~Agreements”)~~and Pyrophyte Newco, pursuant to which, among other things, ~~such~~and ~~shareholders~~subject ~~agreed~~ to ~~vote (or cause~~the toterms beand ~~voted)~~conditions ~~all~~contained oftherein, ~~their~~(i) ~~Sio~~the ~~shares~~Company ~~and~~will ~~other~~transfer ~~voting~~by ~~securities~~way of ~~Sio~~continuation ~~(“Subject~~from ~~Securities”)~~the inCayman ~~favor~~Islands ofto ~~the~~Alberta ~~special~~in ~~resolution~~accordance ofwith ~~Sio~~the ~~shareholders~~Cayman inIslands ~~respect~~Companies ofAct ~~the~~(as ~~Plan~~revised) of(the ~~Arrangement,~~“Companies toAct”) beand ~~considered~~continue atas ~~Sio’s~~an ~~shareholders~~Alberta ~~meeting~~corporation toin ~~approve~~accordance with the ~~Sio~~applicable ~~Business Combination.~~provisions ~~Additionally,~~of ~~such~~the ~~shareholders~~Business ~~have~~Corporations ~~agreed,~~Act ~~among~~(Alberta) ~~other~~(the ~~things,~~“ABCA”) ~~not~~(such tocontinuation, ~~prior to~~ the ~~Closing~~“Domestication”), (aii) ~~transfer~~following ~~any~~the ~~of their Subject Securities (or enter into any agreement~~Domestication, ~~arrangement~~Pyrophyte orwill ~~understanding~~amalgamate inwith ~~connection~~Sio ~~therewith~~Newco ~~other than pursuant to~~ (the ~~Plan of~~“SPAC ~~Arrangement~~Amalgamation”), ~~subject~~with toSio ~~certain~~Newco ~~customary~~surviving the ~~exceptions,~~SPAC orAmalgamation (b“Pubco”) ~~enter~~in ~~into~~accordance ~~any~~with ~~voting~~the ~~arrangement~~terms ~~that~~of isa ~~inconsistent~~Plan ~~with~~of Arrangement (the ~~Sio~~“Plan ~~Securityholder~~of Arrangement”), ~~Support~~and ~~Agreements.~~(iii) Sio ~~covenants~~and inPyrophyte ~~the~~Newco ~~Sio~~will ~~Business~~amalgamate ~~Combination~~(the ~~Agreement~~“Sio ~~that~~Amalgamation” itand ~~will~~together ~~use~~with ~~commercially~~the ~~reasonable~~SPAC ~~efforts~~Amalgamation, tothe ~~obtain~~“Amalgamations”), with Sio ~~Securityholder~~surviving ~~Support~~the ~~Agreements~~Sio ~~from~~Amalgamation ~~at least 66% of its shareholders~~ as ~~promptly~~a aswholly-owned ~~possible,~~subsidiary ~~but~~of inPubco ~~any~~and ~~event,~~such ~~within~~entity ~~five~~will ~~days of~~continue the ~~execution~~business ~~date~~operations ofcurrently undertaken ~~the~~by Sio ~~Business Combination Agreement~~.

~~Liquidity and Capital Resources and Going Concern~~8

AsOn ofNovember ~~September 30~~12, 2024, the Company ~~had~~entered ~~$2,184~~into inan ~~cash.~~amendment ~~Further, the Company has incurred and expects~~ to ~~continue to incur significant costs in pursuit of its financing and acquisition plans. If~~ the ~~Company’s~~Sio ~~estimates~~Business ofCombination ~~the~~Agreement ~~costs~~with ~~of identifying a target business~~Sio, ~~undertaking~~Sio ~~in-depth~~Newco ~~due diligence,~~ and ~~negotiating a~~Pyrophyte ~~Business~~Newco, ~~Combination~~pursuant ~~are less than the actual amount necessary~~ to dowhich ~~so,~~ the ~~Company~~parties ~~may have insufficient funds available to operate~~thereto ~~its~~agreed ~~business prior~~ to anextend ~~initial business combination. The liquidation deadline for~~ the ~~Company~~outside isdate ~~also~~from ~~within~~November ~~the~~13, ~~next~~2024 ~~twelve months if an initial business combination is not consummated. The Company cannot assure that its plans~~ to ~~consummate~~December an31, ~~initial business combination will be successful~~2024.

AsOn aDecember ~~result of the above~~31, ~~in connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40~~2024, ~~“Presentation~~we ofentered ~~Financial Statements~~into –a ~~Going Concern,” management has determined that the liquidity conditions and the proximity to liquidation~~second ~~date~~amendment ~~raises substantial doubt about the Company’s ability~~ to ~~continue~~Sio asBusiness aCombination ~~going~~Agreement, ~~concern.~~pursuant ~~No adjustments have been made~~ to ~~the~~which ~~carrying amounts of assets or liabilities should~~ the ~~Company~~parties beagreed ~~required~~ to ~~liquidate~~further ~~after~~extend the ~~Extended~~outside ~~Date.~~date ~~These~~from ~~unaudited condensed consolidated~~December ~~financial~~31, ~~statements~~2024 ~~do not include any adjustments relating~~ to ~~the~~April ~~recovery~~30, ~~of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern~~2025.

~~Note~~Subsequently, 2on –April ~~Summary~~30, of2025, ~~Significant~~we ~~Accounting~~entered ~~Policies~~into a third amendment to Sio Business Combination Agreement, pursuant to which the parties agreed to further extend the outside date from April 30, 2025 to December 31, 2025.

~~Use~~On ofOctober ~~Estimates~~16, 2025, we entered into a fourth amendment to Sio Business Combination Agreement, pursuant to which the parties agreed to further extend the outside date from December 31, 2025 to April 29, 2026.

~~The~~On ~~preparation~~March of13, ~~unaudited~~2026, ~~condensed~~we ~~consolidated financial~~entered ~~statements~~into ina ~~conformity~~fifth ~~with~~amendment ~~GAAP requires management~~ to ~~make~~Sio ~~estimates and assumptions that affect the reported amounts of~~Business ~~assets~~Combination ~~and~~Agreement, ~~liabilities~~pursuant ~~and~~to ~~disclosure~~which ~~of contingent assets and liabilities at~~ the ~~date~~parties ofagreed ~~the~~to ~~unaudited~~further ~~condensed~~extend ~~consolidated financial statements and~~ the ~~reported~~outside ~~amounts~~date offrom ~~revenues~~April ~~and~~29, ~~expenses~~2026 ~~during the reporting period. The most significant estimates are related~~ to ~~the~~ ~~fair~~April ~~value~~29, ~~of the warrants~~2027.

8Subscription Agreements

~~Making~~Concurrently ~~estimates~~with ~~requires~~the ~~management~~execution toof ~~exercise~~the Sio Business ~~significant~~Combination ~~judgment.~~Agreement, ItPyrophyte, isSio atand ~~least~~Sio ~~reasonably~~Newco ~~possible~~entered ~~that~~into ~~the~~subscription ~~estimate~~agreements ofwith (i) a certain accredited investor (the ~~effect~~“Non-Insider PIPE ofInvestor”) aand ~~condition,~~(ii) ~~situation~~certain orother ~~set~~accredited investors who are existing shareholders of ~~circumstances that~~Sio ~~existed~~or atthe Company (the ~~date~~“Insider PIPE ofInvestors” ~~the~~and, ~~unaudited~~together ~~condensed~~with ~~consolidated~~the ~~financial~~Non-Insider ~~statements~~PIPE Investor, ~~which~~the ~~management~~“PIPE ~~considered~~Investors”), inpursuant ~~formulating~~to ~~its~~which, among other ~~estimate~~things, ~~could~~Sio ~~change~~Newco agreed to issue and sell, in a private placement to close concurrently with and conditioned upon the ~~near~~effectiveness ~~term~~of the ~~due~~consummation toof ~~one~~the orSio ~~more~~Business ~~future~~Combination, ~~confirming~~an ~~events.~~aggregate ~~Accordingly~~of 3,114,258 ~~the~~Pubco ~~actual~~Class ~~results~~A ~~could~~Common ~~differ~~Shares ~~significantly~~(the “PIPE Investment”) ~~from~~to ~~those~~the ~~estimates~~PIPE Investors for an aggregate purchase price equal to $20,122,474.

~~Basis~~Sio ofSecurityholder ~~Presentation~~Support Agreements

~~The~~In ~~accompanying~~connection ~~unaudited~~with ~~condensed~~the ~~consolidated financial~~execution ~~statements~~of ~~have~~the ~~been~~Sio ~~prepared~~Business Combination inAgreement, ~~accordance~~on ~~with~~November ~~accounting~~13, ~~principles~~2023, ~~generally~~the ~~accepted~~Company, inSio, ~~the~~and ~~United~~certain ~~States~~securityholders of ~~America~~Sio entered into support agreements (~~“U.S.~~the ~~GAAP~~“Sio Securityholder Support Agreements”), ~~for~~pursuant ~~information~~to ~~and~~which, inamong ~~accordance~~other ~~with~~things, ~~the~~such ~~instructions~~shareholders agreed to ~~Form~~vote ~~10-Q~~(or ~~and~~cause to ~~Article~~be 8voted) all of ~~Regulation~~their ~~S-X~~Sio ofshares ~~the~~and ~~SEC.~~other ~~Certain information~~voting orsecurities ~~footnote~~of ~~disclosures~~Sio ~~normally~~(“Subject ~~included~~Securities”) in ~~financial~~favor ~~statements~~of ~~prepared~~the inspecial ~~accordance~~resolution of ~~with~~Sio ~~U.S.~~shareholders ~~GAAP~~in ~~have~~respect ~~been~~of orthe ~~omitted~~Plan of Arrangement, ~~pursuant~~ to ~~the~~be ~~rules~~considered ~~and~~at ~~regulations~~Sio’s ofshareholders ~~the~~meeting ~~SEC~~to ~~for~~approve ~~interim~~the ~~financial~~Sio ~~reporting~~Business Combination. ~~Accordingly~~Additionally, ~~they~~such doshareholders ~~not~~have ~~include~~agreed, ~~all~~among ~~the~~other ~~information and~~things, ~~footnotes~~not ~~necessary~~to, ~~for~~prior to the Closing, (a) ~~comprehensive~~transfer ~~presentation~~any of ~~financial~~their Subject ~~position,~~Securities ~~results~~(or ofenter ~~operations~~into any agreement, arrangement or ~~cash~~understanding ~~flows.~~in Inconnection ~~the~~therewith ~~opinion~~other ofthan pursuant to the Plan ~~management~~of Arrangement), ~~the~~subject ~~accompanying~~to ~~unaudited~~certain ~~condensed~~customary ~~financial~~exceptions, ~~statements~~or ~~include~~(b) ~~all~~enter ~~adjustments,~~into ~~consisting~~any ofvoting aarrangement ~~normal~~that ~~recurring~~is ~~nature, which~~inconsistent ~~are~~with ~~necessary~~the ~~for~~Sio aSecurityholder Support ~~fair~~Agreements. ~~statement~~Sio ofcovenants in the ~~financial~~Sio ~~position,~~Business ~~operating~~Combination ~~results~~Agreement ~~and~~that ~~cash~~it ~~flows~~will ~~for~~use ~~the~~commercially ~~periods~~reasonable ~~presented~~efforts ~~and~~to ~~should~~obtain beSio ~~read~~Securityholder inSupport ~~conjunction~~Agreements ~~with~~from ~~the~~at ~~Company’s~~least ~~Annual~~66% ~~Report~~of onits ~~Form~~shareholders ~~10-K~~as ~~for~~promptly ~~the~~as ~~year~~possible, ~~ended~~but ~~December~~in 31any event, ~~2023~~within five days of the execution date of the Sio Business Combination Agreement.

~~The~~Liquidity ~~financial~~and ~~information~~Capital asResources ~~of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three~~ and ~~nine~~Going ~~months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.~~Concern

~~Principles~~As of ~~Consolidation~~September 30, 2025, the Company had $7,958 in cash. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial business combination. The liquidation deadline for the Company is also within the next twelve months if an initial business combination is not consummated. The Company cannot assure that its plans to consummate an initial business combination will be successful.

~~The~~As ~~unaudited~~a ~~condensed~~result ~~consolidated~~of ~~financial statements~~the ~~include~~above, in connection with the Company’s ~~accounts~~assessment of ~~the~~going ~~Company~~concern ~~and~~considerations ~~its~~in ~~wholly~~accordance ~~owned~~with ~~subsidiary~~ASC Subtopic 205-40, ~~Snowbank~~“Presentation ~~NewCo~~of ~~Alberta~~Financial Statements ~~ULC~~– Going Concern,” management has determined that the liquidity conditions and the proximity to liquidation date raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of ~~September~~assets ~~30,~~or ~~2024~~liabilities should the Company be required to liquidate after the Extended Date. These unaudited condensed consolidated ~~Snowbank~~financial ~~NewCo~~statements ~~Alberta~~do ~~ULC~~not ~~had~~include noany adjustments relating to the recovery of the recorded assets or ~~liabilities~~the asclassification of ~~September~~the ~~30,~~liabilities that ~~2024.~~might ~~All~~be ~~significant~~necessary ~~intercompany~~should ~~transactions~~the ~~and~~Company ~~balances have~~be ~~been~~unable ~~eliminated~~to incontinue ~~consolidation~~as a going concern.

~~Cash and Cash Equivalents~~9

~~The~~Note Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had cash of $2~~,184~~ ~~and $1,253, respectively. The Company did not have any cash equivalents held outside of the Trust Account~~– asSummary of ~~September~~Significant ~~30,~~Accounting ~~2024 and December 31, 2023.~~Policies

~~Concentration~~Use of ~~Credit Risk~~Estimates

~~Financial~~The ~~instruments~~preparation ~~that~~of ~~potentially~~unaudited ~~subject the~~condensed ~~Company~~consolidated financial statements in conformity with GAAP requires management to ~~concentration~~make ofestimates and ~~credit~~assumptions ~~risk~~that ~~consist~~affect ofthe areported ~~cash~~amounts ~~account~~of inassets aand ~~financial~~liabilities ~~institution~~and ~~which,~~disclosure atof ~~times~~contingent ~~may~~assets ~~exceed~~and ~~the~~liabilities ~~Federal~~at the ~~depository~~date ~~insurance~~of ~~coverage~~the ofunaudited ~~$250,000.~~condensed ~~The~~consolidated ~~Company~~financial ~~had~~statements ~~not~~and ~~experienced~~the ~~losses~~reported onamounts ~~this~~of ~~account~~revenues and ~~management~~expenses ~~believes~~during the ~~Company~~reporting isperiod. ~~not~~The ~~exposed~~most significant estimates are related to ~~significant~~the ~~risks~~fair onvalue ~~such~~of ~~account~~the warrants and the conversion option embedded in the convertible promissory notes.

~~Cash~~Making ~~(Investments)~~estimates ~~held~~requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in ~~Trust~~formulating ~~Account~~its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

OnBasis ~~April 24, 2024, the Company amended the Trust Agreement to permit the Trustee to hold the assets in the Trust Account in an interest-bearing demand deposit account or cash until the earlier~~ of the consummation of an initial business combination or the Company’s liquidation. On the same day, the Company instructed the Trustee to liquidate the investments held in the Trust Account and move the funds to an interest-bearing demand deposit account, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and the sale of the private placement warrants are no longer invested in U.S. government securities or money market funds.Presentation

AsThe ofaccompanying ~~September~~unaudited ~~30,~~condensed ~~2024,~~consolidated financial ~~the~~statements ~~funds~~have been prepared in ~~the Trust~~accordance ~~Account~~with ~~are~~accounting ~~now~~principles ~~held~~generally accepted in anthe ~~interest-bearing~~United ~~deposit~~States ~~account~~of America (“U.S. GAAP”) Asfor ofinformation ~~December~~and ~~31,~~in ~~2023,~~accordance with the ~~assets~~instructions ~~held~~to inForm ~~the~~10-Q ~~Trust~~and ~~Account~~Article ~~are~~8 ~~held~~of inRegulation ~~money~~S-X ~~market~~of ~~funds~~the SEC. ~~The~~Certain information ~~Company’s~~or ~~investments~~footnote ~~held~~disclosures normally included in ~~the~~financial ~~Trust~~statements ~~Account~~prepared ~~were~~in ~~classified~~accordance aswith ~~trading securities~~U.S. ~~Trading~~GAAP ~~securities~~have ~~were~~been ~~presented~~or onomitted, pursuant to the ~~consolidated~~rules ~~balance~~and ~~sheets~~regulations atof ~~fair value at~~ the ~~end~~SEC offor ~~each~~interim ~~reporting~~financial ~~period~~reporting. As ofAccordingly, ~~September~~they ~~30,~~do ~~2024,~~not include all the ~~Company~~information and ~~investments~~footnotes ~~held~~necessary infor ~~Trust~~a ~~Account~~comprehensive ~~are~~presentation ~~invested~~of infinancial ~~cash~~position, ~~due~~results toof operations, or cash flows. In the ~~short-term~~opinion ~~nature~~of management, ~~cash~~the ~~approximates~~accompanying itunaudited ~~fair~~condensed ~~value.~~financial ~~Interest~~statements orinclude ~~dividend~~all ~~income~~adjustments, isconsisting ~~included~~of ina ~~gain~~normal onrecurring ~~cash~~nature, which ~~(investments)~~are ~~held~~necessary infor ~~Trust~~a ~~Account~~fair instatement of the ~~accompanying~~financial ~~condensed consolidated~~position, ~~statements~~operating ofresults ~~income.~~and ~~The~~cash ~~estimated~~flows ~~fair~~for ~~values~~the ofperiods ~~investments~~presented ~~held~~and inshould be ~~Trust~~read ~~Account~~in ~~prior~~conjunction towith the ~~liquidation~~Company’s ~~of securities~~Annual ~~were~~Report ~~determined~~on ~~using~~Form ~~available~~10-K ~~market~~for ~~information~~the year ended December 31, 2024.

9The financial information as of December 31, 2024 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

~~Net~~Principles ~~Income~~of ~~Per Ordinary Share~~Consolidation

The ~~Company~~unaudited ~~complies~~condensed ~~with~~consolidated ~~accounting and disclosure~~financial ~~requirements~~statements ofinclude ~~FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by~~ the ~~weighted~~accounts ~~average number~~ of ~~ordinary share outstanding during~~ the ~~period. The~~ Company ~~has not considered the effect of the warrants sold in the Initial Public Offering~~ and ~~Private~~its ~~Placements~~wholly toowned ~~purchase~~subsidiary, ~~Class~~Snowbank ANewCo ~~ordinary~~Alberta ~~shares~~ULC, inAs ~~the calculation~~ of ~~diluted income~~September ~~per share~~30, ~~since~~2025. Snowbank ~~their~~NewCo ~~inclusion~~Alberta isULC ~~contingent~~had onno aassets ~~future~~or ~~event.~~liabilities As aof ~~result~~September 30, ~~diluted~~2025. ~~income~~All ~~per~~significant ~~share~~intercompany istransactions ~~the~~and ~~same as basic income~~balances ~~per~~have ~~share~~been ~~for~~eliminated ~~the~~in ~~periods presented~~consolidation.

~~The~~Cash ~~Company historically had two classes of ordinary shares, which are referred to as Class A ordinary shares~~ and ~~Class~~Cash B ordinary shares. Upon the conversion event in April 2023 to convert Class B ordinary shares into Class A ordinary shares, the Company now has Class A redeemable and non-redeemable ordinary shares. Income and losses are shared pro rata between the redeemable and non-redeemable ordinary shares. Net income per share, basic and diluted for redeemable Class A ordinary shares is calculated by dividing the pro rata allocation of net income to redeemable Class A ordinary shares for the three and nine months ended September 30, 2024 and 2023 by the weighted average number of redeemable Class A ordinary shares outstanding for the periods. Net income per share basic and diluted for non-redeemable ordinary shares is calculated by dividing the pro rata allocation of net income to non-redeemable ordinary shares for the three and nine months ended September 30, 2024 and 2023 by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Remeasurement associated with the redeemable shares of Class A ordinary shares was excluded from earnings per share as the redemption value approximates fair value.Equivalents

AThe ~~reconciliation~~Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2025 and December 31, 2024, the ~~net~~Company ~~income~~had ~~per~~cash ~~ordinary~~of ~~share~~$7,958 isand $1,173, respectively. The Company did not have any cash equivalents held outside of the Trust Account as ~~follows~~of September 30, 2025 and December 31, 2024.

	For The Three Months Ended September 30, 2024		For The Three Months Ended September 30, 2023		For The Nine Months Ended September 30, 2024		For The Nine Months Ended September 30, 2023
Redeemable Class A Ordinary Shares
Numerator: Net income allocable to Redeemable Class A Ordinary Shares
Net income allocable to Redeemable Class A Ordinary Shares	$	166,175	$	872,776	$	1,365,096	$	2,445,268
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary shares		6,290,711		8,973,837		7,426,633		13,589,520
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.03	$	0.10	$	0.18	$	0.18
Non-Redeemable Ordinary Shares
Numerator: Net income allocable to non-redeemable Ordinary Shares
Net income allocable to non-redeemable Ordinary Shares	$	132,905	$	489,329	$	924,798	$	905,312
Denominator: Weighted Average Non-Redeemable Ordinary Shares		5,031,250		5,031,250		5,031,250		5,031,250
Basic and diluted net income per share, non-redeemable ordinary shares	$	0.03	$	0.10	$	0.18	$	0.18

Concentration of Credit Risk

~~Class~~Financial Ainstruments ~~Ordinary~~that ~~Shares~~potentially ~~Subject~~subject the Company to ~~Possible~~concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal ~~Redemption~~depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Articles. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.

~~The~~Cash ~~Company~~held ~~recognizes changes~~ in ~~redemption~~Trust value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.Account

10On April 24, 2024, the Company amended the Trust Agreement to permit the Trustee to hold the assets in the Trust Account in an interest-bearing demand deposit account or cash until the earlier of the consummation of an initial business combination or the Company’s liquidation. On the same day, the Company instructed the Trustee to liquidate the investments held in the Trust Account and move the funds to an interest-bearing demand deposit account, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and the sale of the private placement warrants are no longer invested in U.S. government securities or money market funds.

~~The~~As ~~reconciliation~~ of ~~Class~~September A30, ~~ordinary~~2025 ~~shares~~and December 31, ~~subject~~2024, tothe ~~possible~~funds ~~redemption~~in the Trust Account were held in an interest-bearing deposit account. The Company’s investments held in the Trust Account were classified as trading securities. Trading securities were presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. As of September 30, ~~2024~~2025, ~~and~~the ~~December~~Company 31investments held in Trust Account are invested in cash, ~~2023~~due to the short-term nature cash approximates it fair value. Interest or dividend income is asincluded in ~~follows:~~gain on cash (investments) held in Trust Account in the accompanying unaudited condensed consolidated statements of income. The estimated fair values of investments held in Trust Account prior to the liquidation of securities were determined using available market information.

	Shares			Amount
Class A ordinary shares subject to possible redemption at January 1, 2023		20,125,000		$	209,551,185
Remeasurement of Class A ordinary shares to redemption value		—			6,963,304
Extension contribution due from Sponsor		—			480,000
Redemption of Class A ordinary shares		(11,151,163	)		(117,744,389	)
Class A ordinary shares subject to possible redemption at December 31, 2023		8,973,837		$	99,250,100
Extension contribution due from Sponsor		—			480,000
Remeasurement of Class A ordinary shares to redemption value		—			1,646,307
Class A ordinary shares subject to possible redemption at March 31, 2024		8,973,837		$	101,376,407
Redemption of Class A ordinary shares		(2,683,126	)		(30,440,234	)
Extension contribution due from Sponsor		—			90,000
Remeasurement of Class A ordinary shares to redemption value		—			1,047,824
Class A ordinary shares subject to possible redemption at June 30, 2024		6,290,711		$	72,073,997
Extension contribution due from Sponsor		—			270,000
Remeasurement of Class A ordinary shares to redemption value		—			776,421
Class A ordinary shares subject to possible redemption at September 30, 2024		6,290,711			73,120,418

In addition, in connection with the approval of the Extension Amendment at the Extraordinary Meeting, on April 25, 2025, the Company amended (the “Trust Agreement Amendment”) its Investment Management Trust Agreement, dated October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), as trustee (as amended, the “Trust Agreement”), to clarify that if the Sponsor fails to make a Third Extension Contribution within 45 days after the date in which a Third Extension Contribution was required to be deposited into the Trust Account, then Continental will be entitled to liquidate the Trust Account and distribute the proceeds thereof to the Public Shareholders in accordance with the terms of the Trust Agreement.

~~Fair~~Net ~~Value~~(Loss) ~~Measurements~~Income Per Ordinary Share

~~Fair~~The ~~value~~Company iscomplies ~~defined~~with asaccounting ~~the~~and ~~price~~disclosure requirements ~~that~~of ~~would~~FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per ordinary share is computed by dividing benet ~~received~~income ~~for~~by ~~sale~~the weighted average number of anordinary ~~asset~~share oroutstanding ~~paid~~during ~~for~~the ~~transfer~~period. The Company has not considered the effect of the awarrants ~~liability,~~sold in anthe ~~orderly~~Initial ~~transaction~~Public ~~between~~Offering ~~market~~and ~~participants~~Private atPlacements to purchase Class A ordinary shares in the ~~measurement~~calculation of diluted ~~date.~~(loss) ~~GAAP~~income ~~establishes~~per share, since their inclusion is contingent on a ~~three-tier~~future ~~fair~~event. ~~value~~As ~~hierarchy~~a result, ~~which~~diluted ~~prioritizes~~(loss) income per share is the ~~inputs~~same as ~~used~~basic in(loss) ~~measuring~~income ~~fair~~per ~~value~~share for the periods presented.

The ~~hierarchy~~Company ~~gives~~historically had two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Upon the ~~highest~~conversion ~~priority~~event in April 2023 to ~~unadjusted~~convert Class B ordinary shares into Class A ordinary shares, the Company now has Class A redeemable and non-redeemable ~~quoted~~ordinary ~~prices~~shares. inIncome ~~active~~and ~~markets~~losses ~~for~~are ~~identical~~shared ~~assets~~pro orrata ~~liabilities~~between ~~(Level~~the 1redeemable ~~measurements~~and non-redeemable ordinary shares. Net (loss) income per share, basic and diluted for redeemable Class A ordinary shares is calculated by dividing the ~~lowest~~pro ~~priority~~rata allocation of net (loss) income to ~~unobservable~~redeemable ~~inputs~~Class A ordinary shares for the three and nine months ended September 30, 2025 and 2024 by the weighted average number of redeemable Class A ordinary shares outstanding for the periods. Net (~~Level~~loss) 3income ~~measurements~~per share basic and diluted for non-redeemable ordinary shares is calculated by dividing the pro rata allocation of net (loss) income to non-redeemable ordinary shares for the nine months ended September 30, 2025 and 2024 by the weighted average number of non-redeemable ordinary shares outstanding for the periods. ~~These~~Remeasurement ~~tiers~~associated ~~include:~~with the redeemable shares of Class A ordinary shares was excluded from earnings per share as the redemption value approximates fair value.

~~● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~11

●A ~~Level~~reconciliation 2,of ~~defined~~the asnet ~~inputs~~(loss) ~~other~~income ~~than~~per ordinary ~~quoted~~share ~~prices~~is ~~in active markets that are either directly or indirectly observable such~~ as ~~quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and~~follows.

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	For The Three Months Ended September 30, 2025			For The Three Months Ended September 30, 2024		For The Nine Months Ended September 30, 2025			For The Nine Months Ended September 30, 2024
Redeemable Class A Ordinary Shares
Numerator: Net (loss) income allocable to Redeemable Class A Ordinary Shares
Net (loss) income allocable to Redeemable Class A Ordinary Shares	$	(1,469,901	)	$	166,175	$	(6,325,609	)	$	1,365,096

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		1,513,954			6,290,711		3,508,644			7,426,633
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption	$	(0.97	)	$	0.03	$	(1.80	)	$	0.18

Non-Redeemable Ordinary Shares
Numerator: Net (loss) income allocable to non-redeemable Ordinary Shares
Net income allocable to non-redeemable Ordinary Shares	$	(4,884,850	)	$	132,905	$	(9,070,661	)	$	924,798

Denominator: Weighted Average Non-Redeemable Ordinary Shares		5,031,250			5,031,250		5,031,250			5,031,250
Basic and diluted net (loss) income per share, non-redeemable ordinary shares	$	(0.97	)	$	0.03	$	(1.80	)	$	0.18

InClass ~~some~~A ~~circumstances,~~Ordinary ~~the~~Shares ~~inputs~~Subject ~~used~~ to ~~measure~~Possible fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.Redemption

~~Fair~~All ~~Value~~of the Class A ordinary shares sold as part of ~~Financial~~the ~~Instruments~~Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Articles. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.

AsThe ofCompany ~~September~~recognizes ~~30,~~changes ~~2024~~in ~~and~~redemption ~~December~~value immediately ~~31,~~as ~~2023,~~ they occur and adjusts the carrying ~~values~~value of ~~cash,~~redeemable ~~accounts~~ordinary ~~payable,~~shares ~~and~~to ~~accrued~~equal ~~expenses,~~the ~~which~~redemption ~~qualify~~value asat ~~financial~~the ~~instruments~~end ~~under~~of each reporting period. Increases or decreases in the ~~FASB~~carrying ~~ASC~~amount ~~820,~~of ~~“Fair Value~~redeemable ~~Measurements~~ordinary ~~and~~shares ~~Disclosures,”~~are ~~approximate~~affected ~~the~~by ~~carrying~~charges ~~amounts~~against ~~represented~~additional paid in ~~the~~capital ~~consolidated~~and ~~balance~~accumulated ~~sheets~~deficit.

The ~~fair~~reconciliation ~~value~~ of ~~warrants~~Class ~~issued~~A inordinary ~~connection with~~shares ~~the~~subject ~~Initial~~to ~~Public~~possible ~~Offering were initially measured at fair value using a Monte Carlo simulation model for the Public Warrants and~~redemption ~~Private~~as ~~Placement Warrants. As~~ of September 30, ~~2024~~2025 and December 31, ~~2023, the fair value of the Public Warrants were valued based on the listed market price of the Public Warrants since they began trading on December 17, 2021. As of September 30,~~ 2024 ~~and December 31, 2023, the fair value of the Private Placement Warrants were measured by reference to the trading price of the Public Warrants, which~~ is ~~considered~~ toas ~~be a Level 2 fair value measurement.~~follows:

Derivative Instruments

	Shares			Amount
Class A ordinary shares subject to possible redemption at December 31, 2023		8,973,837		$	99,250,100
Extension contribution due from Sponsor		—			360,000
Redemption of Class A ordinary shares		(2,683,126	)		(30,440,234	)
Remeasurement of Class A ordinary shares to redemption value		—			4,872,808
Class A ordinary shares subject to possible redemption at December 31, 2024		6,290,711			74,042,674
Remeasurement of Class A ordinary shares to redemption value		—			584,665
Extension contribution due from Sponsor		—			270,000
Class A ordinary shares subject to possible redemption at March 31, 2025		6,290,711			74,897,339
Redemption of Class A ordinary shares		(4,776,757	)		(57,089,949	)
Remeasurement of Class A ordinary shares to redemption value		—			372,855
Extension contribution due from Sponsor		—			151,395
Class A ordinary shares subject to possible redemption at June 30, 2025		1,513,954		$	18,331,640
Remeasurement of Class A ordinary shares to redemption value		—			223,150
Extension contribution due from Sponsor		—			151,395
Class A ordinary shares subject to possible redemption at September 30, 2025		1,513,954		$	18,706,185

The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.12

~~The~~Fair ~~Company~~Value determined that the conversion option embedded in its Extension Loans and the Working Capital Loan (as defined below) (together, the “Promissory Notes”) should be bifurcated and accounted for as a derivative in accordance with ASC 815. Although the exercise price of the underlying warrants was lesser than the closing price of the Company’s Class A ordinary shares as of September 30, 2024, the Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Promissory Notes to warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option on the Promissory Notes. As of September 30, 2024 and December 31, 2023, $2,100,000 and $960,000 respectively had been drawn on the Extension Loans. As of September 30, 2024 and December 31, 2023, $1,476,742 and $723,322 were outstanding on the Working Capital Loan, respectively.Measurements

11Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The ~~Company~~hierarchy ~~issued~~gives ~~10,062,500~~the ~~Public~~highest ~~warrants to~~priority ~~purchase Class A ordinary shares~~ to ~~investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private~~unadjusted ~~Placement~~quoted ~~Warrants.~~prices ~~All of the Company’s outstanding warrants are recognized as derivative liabilities~~ in ~~accordance~~active ~~with~~markets ~~ASC~~for ~~815-40. Accordingly,~~identical weassets ~~recognize~~or ~~the warrant instruments as~~ liabilities at(Level ~~fair~~1 ~~value~~measurements) and ~~adjust~~ the ~~instruments~~lowest topriority ~~fair value at each reporting period. The liabilities are subject~~ to ~~re-~~unobservable ~~measurement at each balance sheet date until exercised, and any change in fair value is recognized~~inputs in(Level ~~the~~3 ~~consolidated~~measurements). ~~statements~~These oftiers ~~income.~~include:

~~Non-Redemption~~● ~~Agreements~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

In● ~~connection~~Level ~~with~~2, ~~the~~defined ~~58,570~~as ~~Class~~inputs Aother ~~ordinary shares~~than ~~the~~quoted ~~Company~~prices ~~agreed~~in toactive ~~transfer~~markets tothat ~~the~~are ~~Investors~~either ondirectly or ~~promptly~~indirectly ~~after~~observable ~~the~~such ~~consummation~~as ofquoted ~~the~~prices ~~Sio~~for ~~Business~~similar ~~Combination~~instruments ~~pursuant to~~in ~~the~~active ~~Non-Redemption~~markets ~~Agreement~~or onquoted ~~November~~prices ~~13,~~for ~~2023,~~identical ~~the Company estimated the aggregate fair value of the 58,570 Class A ordinary shares attributable to the non-redeeming Pyrophyte shareholder to be $482,324~~ or asimilar ~~weighted~~instruments average of $8.24 per share, which is estimated by taking into considerations the estimated probability of the consummation of consummating the Sio Business Combination. The fair value of the Class A ordinary shares to be issued to the non-redeeming shareholder was determined to be an offering cost in ~~accordance~~markets ~~with Staff~~that ~~Accounting~~are ~~Bulletin Topic 5A. In substance, the Company recognized the offering cost as a capital contribution to induce the shareholder~~ not toactive; ~~redeem its Class A ordinary shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.~~and

~~Income~~● ~~Taxes~~Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~The~~In ~~Company~~some ~~accounts for income taxes under ASC 740~~circumstances, ~~“Income Taxes” (“ASC 740”). ASC 740 requires~~ the ~~recognition~~inputs ofused ~~deferred~~to ~~tax~~measure fair ~~assets~~value ~~and~~might ~~liabilities for~~be ~~both~~categorized ~~the~~within ~~expected~~different ~~impact~~levels of ~~differences between~~ the ~~financial~~fair ~~statements~~value ~~and~~hierarchy. ~~tax~~In ~~basis~~those ofinstances, ~~assets~~the ~~and~~fair ~~liabilities~~value ~~and~~measurement ~~for the expected~~is ~~future~~categorized ~~tax~~in ~~benefit~~its toentirety bein ~~derived~~the ~~from~~fair ~~tax~~value ~~loss~~hierarchy ~~and~~based ~~tax~~on ~~credit~~the ~~carry~~lowest ~~forwards.~~level ~~ASC~~input ~~740~~that ~~additionally~~is ~~requires~~significant ~~a valuation allowance~~ to ~~be established~~the ~~when~~fair itvalue ~~is more likely than not that all or a portion of deferred tax assets will not be realized~~measurement.

~~ASC~~Fair ~~740~~Value also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of aFinancial tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.Instruments

~~The~~As ~~Company~~of isSeptember ~~considered~~30, an2025 ~~exempted~~and ~~Cayman~~December ~~Islands~~31, ~~Company~~2024, ~~and~~the iscarrying ~~presently~~values ~~not~~of ~~subject~~cash, toaccounts ~~income~~payable, ~~taxes~~and oraccrued ~~income~~expenses, ~~tax~~which ~~filing~~qualify ~~requirements~~as infinancial instruments under the ~~Cayman~~FASB ~~Islands~~ASC 820, or“Fair ~~the~~Value ~~United~~Measurements ~~States.~~and ~~As such~~Disclosures,” approximate the ~~Company’s~~carrying ~~tax~~amounts ~~provision~~represented ~~was~~in ~~zero~~the ~~for~~unaudited condensed ~~the~~consolidated ~~periods~~balance ~~presented~~sheets.

~~Risk~~The fair value of warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model for the public warrants and Private ~~Uncertainties~~Placement Warrants. As of September 30, 2025, the fair value of public warrants were determined using a combination of Monte Carlo and Binomial Lattice simulation models due to no trading activities at or around the reporting period. The fair value of the Private Placement Warrants were measured by reference to the price of the public warrants which is also considered level 3 fair value instrument. As of December 31, 2024, the fair value of the public warrants were valued based on the listed market price of the public warrants since they began trading on December 17, 2021 and the fair value of the Private Placement Warrants were measured by reference to the trading price of the public warrants, which is considered to be a Level 2 fair value measurement.

~~Management~~Derivative continues to evaluate the impact of ongoing geopolitical instability events, including the Russia-Ukraine conflict and the Israel-Hamas conflict, and has concluded that while it is reasonably possible that the war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Instruments

~~These~~The ~~conflicts~~Company ~~are~~does ~~expected~~not touse ~~have~~derivative ~~further global~~instruments ~~economic~~to ~~consequences,~~hedge ~~including~~its ~~but~~exposures ~~not limited~~ to ~~the~~cash ~~possibility~~flow, ofmarket, ~~severely~~or ~~diminished~~foreign ~~liquidity~~currency ~~and~~risks. ~~credit~~Management ~~availability,~~evaluates ~~declines in~~all ~~consumer~~of ~~confidence,~~the ~~declines~~Company’s infinancial ~~economic growth~~instruments, including ~~increases~~issued inwarrants ~~inflation~~to ~~rates~~purchase ~~and~~its ~~uncertainty~~Class ~~about~~A ~~economic~~ordinary ~~and political stability. In addition~~shares, ~~the~~to ~~United~~determine ~~States~~if ~~and~~such ~~other~~instruments ~~countries~~are ~~have~~derivatives ~~imposed~~or ~~sanctions~~contain ~~on Russia which increases the risk~~ features that ~~Russia,~~qualify as aembedded ~~retaliatory action~~derivatives, ~~may~~pursuant ~~launch~~to ~~cyberattacks~~ASC ~~against~~480 ~~the United States, its government, infrastructure~~ and ~~businesses~~ASC 815-15. ~~Any~~The classification of ~~the~~derivative ~~foregoing consequences~~instruments, including ~~those~~whether such weinstruments ~~cannot~~should ~~yet~~be ~~predict,~~recorded ~~may~~as ~~cause~~liabilities ~~our~~or ~~business,~~as ~~financial condition~~equity, ~~results~~is ofre-assessed ~~operations~~at ~~and~~ the ~~price~~end of ~~our~~each ~~ordinary shares~~reporting ~~to be adversely affected~~period.

~~Emerging~~The ~~Growth~~Company determined that the conversion option embedded in its Extension Loans and the Working Capital Loan (as defined below) (together, the “Promissory Notes”) should be bifurcated and accounted for as a derivative in accordance with ASC 815. As of September 30, 2025, the closing price of the Company’s Class A ordinary shares exceeded the $11.50 strike price at which holders of the convertible promissory notes could elect to convert. To determine the fair value of the conversion option the Company adjusted the price of the underlying private warrant security upward by assuming a merger closing, and calculated the intrinsic value of the conversion feature based on the grossed-up warrant price and the conversion price. The intrinsic value was multiplied by the principal balance and the probability of a business combination to arrive at the fair value of the conversion option. Accordingly, the conversion option was in-the-money, and the Company measured the related conversion option liability at its fair value of $868,338 as of that date. The resulting fair value was recognized as a charge to earnings in the Company’s unaudited condensed consolidated statement of operations, with a corresponding current liability recorded on the Company’s unaudited condensed consolidated balance sheet. As of September 30, 2025 and December 31, 2024, $3,305,769 and $2,370,000 respectively had been drawn on the Extension Loans. As of September 30, 2025 and December 31, 2024, $2,078,077 and $1,641,875 were outstanding on the Working Capital Loan, respectively.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.13

12The Company issued 10,062,500 public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in fair value is recognized in the unaudited condensed consolidated statements of income.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to nonNon-~~emerging~~Redemption growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Agreements

~~Recent~~In connection with the 58,570 Class A ordinary shares the Company agreed to transfer to the Investors on or promptly after the consummation of the Sio Business Combination pursuant to the Non-Redemption Agreement on November 13, 2023, the Company estimated the aggregate fair value of the 58,570 Class A ordinary shares attributable to the non-redeeming Pyrophyte shareholder to be $482,324 or a weighted average of $8.24 per share, which is estimated by taking into considerations the estimated probability of the consummation of consummating the Sio Business Combination. The fair value of the Class A ordinary shares to be issued to the non-redeeming shareholder was determined to be an offering cost in accordance with Staff Accounting ~~Pronouncements~~Bulletin Topic 5A. In substance, the Company recognized the offering cost as a capital contribution to induce the shareholder not to redeem its Class A ordinary shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.

InIncome June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and the adoption did not have an impact on the unaudited condensed consolidated financial statements.Taxes

InThe ~~December~~Company ~~2023,~~accounts ~~the~~for ~~FASB~~income ~~issued ASU 2023-09, Income Taxes~~taxes ~~(“Topic~~under ASC 740~~”):~~, ~~Improvements to~~ “Income ~~Tax~~Taxes” ~~Disclosures~~ (“~~ASU 2023-09~~ASC 740”),. ~~which~~ASC 740 requires ~~public entities~~the torecognition ~~disclose~~of ~~specific~~deferred ~~categories in its annual effective~~ tax ~~rate~~assets ~~reconciliation~~ and ~~disaggregated information about significant~~liabilities ~~reconciling~~for ~~items~~both bythe ~~jurisdiction~~expected ~~and~~impact byof ~~nature. ASU 2023-09 also~~differences ~~requires~~between ~~entities~~the tofinancial ~~disclose~~statements ~~their~~and ~~income~~ tax ~~payments (net~~basis of ~~refunds)~~assets ~~to international, federal,~~ and ~~state~~liabilities and ~~local~~for ~~jurisdictions.~~the ~~This~~expected future ~~guidance~~tax isbenefit ~~effective~~to ~~for~~be ~~fiscal~~derived ~~years~~from ~~beginning~~tax ~~after December~~loss ~~15, 2024,~~ and ~~requires~~tax ~~prospective~~credit ~~application~~carry ~~with~~forwards. ~~the~~ASC ~~option~~740 toadditionally ~~apply~~requires ita ~~retrospectively.~~valuation ~~Early~~allowance ~~adoption~~to isbe established ~~permitted.~~when ~~The Company~~it is ~~currently~~more ~~evaluating~~likely ~~the~~than ~~impact~~not ofthat ~~this~~all ~~guidance~~or ona ~~the~~portion ~~unaudited~~of ~~condensed~~deferred ~~consolidated~~tax ~~financial~~assets ~~statements~~will ~~and~~not ~~disclosures~~be realized.

~~Note~~ASC 3740 –also ~~Initial~~clarifies ~~Public~~the ~~Offering~~accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~Pursuant~~The toCompany ~~the~~is ~~Initial~~considered ~~Public~~an ~~Offering,~~exempted ~~the~~Cayman ~~Company~~Islands ~~sold~~Company ~~20,125,000~~and ~~Units~~is atpresently anot ~~purchase~~subject ~~price~~to ofincome ~~$10.00~~taxes ~~per~~or ~~Unit.~~income ~~Each~~tax ~~Unit~~filing ~~consists~~requirements ofin ~~one~~the ~~share~~Cayman ofIslands ~~Class~~or Athe ~~ordinary~~United ~~shares~~States. ~~and one-half~~As ofsuch, ~~one~~the ~~redeemable~~Company’s ~~warrant~~tax ~~(“Public~~provision ~~Warrant”).~~was ~~Each~~zero ~~whole~~for ~~Public Warrant entitles~~ the ~~holder~~periods ~~to purchase one share of Class A ordinary shares at an exercise price of $11~~presented.~~50 per share.~~

~~Note~~Risk 4and ~~– Related Party Transactions~~Uncertainties

~~Class~~The BUnited ~~Founder~~States ~~Shares~~and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and conflicts in the Middle East and around the Red Sea. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, the Middle East and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

On February 24, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. At the close of the Initial Public Offering, the underwriter exercised its overallotment option in full and these Founder Shares were no longer subjected to forfeiture as of October 29, 2021.14

OnFurthermore, ~~September~~there ~~29,~~is ~~2021,~~currently ~~the~~significant ~~Sponsor~~uncertainty ~~effected~~regarding athe ~~surrender~~future ofrelationship ~~718,750~~between ~~Class~~the BUnited ~~ordinary~~States ~~shares~~and tovarious ~~the~~other ~~Company~~countries ~~for~~arising nofrom ~~consideration,~~changes ~~resulting~~that inmay anbe ~~aggregate~~implemented ofby 5the new presidential administration,~~031,250~~ ofincluding ~~Class~~with Brespect ~~ordinary shares~~to ~~outstanding.~~trade ~~Prior~~policies, totreaties, ~~the~~tariffs, ~~initial~~taxes, ~~investment~~and inother ~~the~~limitations ~~Company~~on ofcross-border ~~$25,000~~operations. Any actions taken by the ~~Sponsor,~~United weStates’ ~~had~~federal nogovernment ~~assets,~~that ~~tangible~~restrict or ~~intangible. The~~could ~~per~~impact ~~share~~the ~~purchase~~economics ~~price~~ of ~~the~~trade—including additional ~~Founder~~tariffs, ~~Shares~~trade ~~was~~barriers, ~~determined~~and byother ~~dividing~~similar ~~the~~measures—could ~~amount~~have ofthe ~~cash~~potential ~~contributed~~ to ~~the~~disrupt ~~Company~~existing bysupply ~~the~~chains ~~aggregate~~and trigger ~~number~~retaliatory ofefforts ~~Founder~~by ~~Shares~~other ~~issued.~~countries, Inincluding ~~connection with~~ the ~~First~~imposition ~~Extension~~of tariffs, onraising ~~April~~rates ~~28,~~of ~~2023~~taxation, ~~all~~setting ~~5,031,250~~foreign ~~Class~~exchange Bor ~~ordinary shares were~~capital ~~converted~~controls, ~~from~~or ~~Class~~establishing Bembargos, ~~ordinary~~sanctions, ~~shares~~or ~~into~~other ~~Class~~import/export Arestrictions, ~~ordinary~~thereby ~~shares~~negatively onimpacting aour ~~one-for-one~~business, ~~basis~~both ~~for~~directly and ~~no consideration~~indirectly.

~~Private~~Any ~~Placement~~of ~~Warrants~~the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

~~Simultaneously~~Emerging ~~with~~Growth ~~the closing of the Initial Public Offering, the~~ Company ~~consummated the Private Placement of 10,156,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250.~~

~~Each~~The ~~warrant~~Company is ~~exercisable~~an to“emerging ~~purchase~~growth ~~one Class~~company,” Aas ~~ordinary~~defined ~~share~~in atSection 2(a) ~~price~~ of ~~$11.50~~the ~~per~~Securities ~~share.~~Act, ~~Certain~~as ~~proceeds~~modified ~~from~~by the ~~sale~~Jumpstart Our Business Startups Act of 2012 (the ~~Private~~“JOBS ~~Placement~~Act”), and ~~Warrants~~it ~~were~~may ~~added~~take toadvantage ~~the~~of ~~proceeds~~ certain exemptions from ~~the~~various ~~Initial~~reporting ~~Public~~requirements ~~Offering~~that ~~held~~are inapplicable ~~the~~to ~~Trust~~other ~~Account.~~public Ifcompanies ~~the~~that are ~~Company~~not ~~does~~emerging growth companies including, but not ~~complete~~limited ato, ~~Business~~not ~~Combination~~being byrequired to comply with the ~~Extended~~independent ~~Date,~~registered public accounting ~~the~~firm ~~proceeds~~attestation ~~from~~requirements ~~the~~of ~~sale~~Section 404 of the ~~Private~~Sarbanes-Oxley ~~Placement~~Act ~~Warrants~~of ~~will~~2002, bereduced ~~used~~disclosure toobligations ~~fund~~regarding ~~the~~executive ~~redemption~~compensation in ofits ~~the~~periodic ~~Public~~reports ~~Shares~~and ~~(subject~~proxy tostatements, and exemptions from the ~~requirement~~ requirements of ~~applicable~~holding ~~law)~~a nonbinding advisory vote on executive compensation and ~~the~~shareholder ~~Private~~approval ~~Placement~~of ~~Warrants~~any ~~will~~golden ~~expire~~parachute ~~worthless~~payments not previously approved.

13Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Convertible Promissory Notes~~15

~~Promissory~~Recent ~~Note~~Accounting ~~– Working Capital Loan~~Pronouncements

~~The~~In ~~Sponsor~~November ~~has~~2023, ~~committed~~the toFASB ~~loan~~issued usASU ~~up to $1~~2023-07,~~500,000~~ ~~for~~Segment ~~working~~Reporting ~~capital~~(Topic ~~loans~~280): ~~(as~~Improvements ~~amended~~to ~~and~~Reportable ~~restated,~~Segment ~~the~~Disclosures. ~~“Working~~The ~~Capital~~amendments ~~Loan”).~~in Ifthis ~~the~~ASU ~~Company~~require ~~completes~~disclosures, on an ~~initial business~~annual ~~combination~~and interim basis, ~~the~~of ~~Company~~significant ~~would~~segment ~~repay~~expenses that are regularly provided to the ~~Working~~chief ~~Capital~~operating ~~Loans~~decision ~~out~~maker of(“CODM”), as well as the ~~proceeds~~aggregate amount of ~~the~~other ~~Trust~~segment ~~Account~~items ~~released~~included toin the ~~Company.~~reported Inmeasure ~~the event~~of ~~that~~segment anprofit ~~initial~~or ~~business~~loss. ~~combination~~The ~~does~~ASU ~~not~~requires ~~close,~~that a ~~the~~public ~~Company~~entity ~~may~~disclose ~~use~~the atitle ~~portion~~and position of ~~proceeds~~the ~~held~~CODM ~~outside~~and ~~the~~an ~~Trust~~explanation ~~Account~~of ~~to repay~~how the ~~Working~~CODM ~~Capital~~uses ~~Loans~~the ~~but~~reported nomeasure(s) ~~proceeds~~of ~~held~~segment profit or loss in ~~the~~assessing ~~Trust~~segment ~~Account~~performance ~~would~~and bedeciding ~~used~~how to ~~repay~~allocate ~~the~~resources. ~~Working~~Public ~~Capital~~entities ~~Loans.~~will ~~The~~be ~~Working~~required to provide all ~~Capital~~annual ~~Loans~~disclosures ~~bear~~currently norequired ~~interest~~by ~~and~~Topic ~~would~~280 ~~either~~in beinterim ~~repaid~~periods, ~~upon~~and ~~consummation~~entities ofwith ana ~~initial~~single ~~business~~reportable ~~combination~~segment ~~or,~~are atrequired ~~the~~to ~~Sponsor’s~~provide ~~discretion.~~all Inthe ~~addition,~~disclosures uprequired toby ~~$1,500,000~~the ofamendments ~~such~~in ~~Working~~this ~~Capital~~ASU ~~Loans~~and ~~may~~existing besegment ~~convertible~~disclosures ~~into~~in ~~Private~~Topic ~~Placement~~280. ~~Warrants~~This ofASU ~~the~~is ~~Company~~effective for fiscal atyears abeginning ~~price~~after ofDecember ~~$1.00~~15, ~~per~~2023, ~~warrant.~~and Asinterim ofperiods ~~September~~within ~~30,~~fiscal ~~2024~~years ~~and~~beginning after December 3115, ~~2023~~2024, ~~the~~with ~~Company~~early ~~had~~adoption permitted. ~~$1,476,742~~The ~~and~~Company ~~$723,322~~adopted ~~outstanding~~ASU ~~under~~ 2023-07 for the ~~Working~~year ~~Capital~~ended ~~Loans~~December ~~respectively~~31, 2024.

OnIn ~~April~~December 12023, ~~2024~~the FASB issued ASU 2023-09, Income Taxes ~~the~~(“Topic ~~Company~~740”): ~~amended~~Improvements ~~and~~to ~~restated the~~Income ~~Working~~Tax ~~Capital~~Disclosures (“ASU 2023-09”), ~~Loan~~which requires public entities to ~~extend~~disclose ~~the~~specific ~~maturity~~categories ~~date~~in ~~thereunder~~its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature. ASU 2023-09 also requires entities to ~~the~~disclose ~~earlier~~their ofincome tax payments (i)net ~~thirty~~of ~~(30~~refunds) ~~months~~to ~~after~~international, ~~the~~federal, ~~closing~~and ofstate ~~the~~and ~~Initial~~local jurisdictions. This guidance is effective for fiscal years beginning after ~~Public~~December ~~Offering~~15, 2024, and ~~(ii)~~requires prospective application with the ~~consummation~~option ofto aapply ~~Business~~it ~~Combination~~retrospectively. Early adoption is permitted. The adoption ~~Company~~of ~~also~~this ~~increased~~ASU did not have an impact on the ~~principal~~Company’s ~~amount~~unaudited ~~from~~condensed ~~$1,500,000~~consolidated ~~to $1,840,616.~~financial statements

OnThe ~~April~~Company’s ~~26,~~management ~~2024,~~does ~~the~~not ~~Company further amended~~believe ~~and~~that ~~restated~~any ~~the~~recently ~~Working~~issued, ~~Capital~~but ~~Loan~~not ~~and~~effective, ~~extended~~accounting ~~the~~standards, ~~maturity~~if ~~date~~currently ~~thereunder~~adopted, towould ~~the~~have ~~earlier~~a ofmaterial ~~(i)~~effect ~~forty-two~~on ~~(42) months after~~ the Company’s ~~closing~~financial ~~of the Initial Public Offering and (ii) the effective date of a Business Combination~~statements.

~~Promissory~~ Note 3 – ~~Extension~~Initial ~~Loans~~Public Offering

InPursuant ~~connection~~to ~~with~~ the ~~First~~Initial ~~Extension~~Public Offering, the ~~Sponsor~~Company ~~agreed~~sold to20,125,000 ~~loan~~Units ~~the~~at ~~Company~~a anpurchase ~~amount~~price ~~equal to the lesser~~ of ~~(i)~~ $010.0400 per ~~public~~Unit. ~~share~~Each ~~multiplied~~Unit byconsists ~~the~~of ~~number~~one share of ~~public~~Class ~~shares~~A ~~then outstanding~~ordinary shares and ~~(ii)~~one-half of ~~$160,000,~~one ~~for~~redeemable ~~each~~warrant ~~calendar~~(“Public ~~month~~Warrant”). ~~beginning~~Each onwhole ~~April~~Public ~~30,~~Warrant ~~2023~~entitles ~~until~~ the ~~earlier~~holder ofto ~~(i)~~purchase ~~the~~one ~~completion~~share of ~~a Business~~Class ~~Combination~~A ~~and~~ordinary ~~(ii)~~shares ~~the~~at ~~Company’s~~an ~~liquidation~~exercise ~~(each,~~price aof ~~“Contribution”)~~$11.50 per share.

InNote ~~connection with the first Contribution, on May~~ 4, ~~2023,~~– ~~the~~Related ~~Company~~Party issued a convertible promissory note to the Sponsor with a principal amount up to $1.92 million for working capital expenses (as discussed in Note 1). The convertible promissory note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial Business Combination, or the liquidation of the Company. If the Company does not consummate an initial Business Combination by the First Extended Date, the convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the convertible promissory note may be converted into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant, at the option of the Sponsor.Transactions

OnClass ~~April~~B ~~26,~~Founder 2024, in connection with the Second Extension Meeting, the Company issued a promissory note to the Sponsor in the amount of $1.08 million in connection with the Second Extension Contributions. As of September 30, 2024, $180,000 has been drawn on this note.Shares

AsOn ofFebruary ~~September 30~~24, ~~2024 and December 31~~2021, ~~2023,~~ the Sponsor ~~has~~paid ~~advanced~~ $225,~~100,~~000, or ~~and~~approximately $~~960,000~~0.004 ~~respectively~~per share, to ~~the~~cover ~~Company.~~certain Asoffering ofcosts ~~September~~in 30consideration for 5,750,000 ~~2024~~Class ~~and~~B ~~December~~ordinary 31shares, ~~2023,~~par ~~extension~~value $0.0001 ~~contributions~~(the of“Founder ~~$360,000~~Shares”). ~~and~~Up ~~$480~~to 750,000 ~~respectively~~Founder Shares were ~~due~~subject ~~from~~to forfeiture by the Sponsor, ~~which~~depending ison ~~not~~the ~~included~~extent into which the ~~outstanding~~underwriter’s ~~balance~~over-allotment option was exercised. At the close of the ~~extension~~Initial ~~loans~~Public Offering, the underwriter exercised its overallotment option in full and these Founder Shares were no longer subjected to forfeiture as of October 29, 2021.

~~The~~On ~~Company~~September ~~determined~~29, ~~that~~2021, the ~~conversion~~Sponsor ~~option~~effected a onsurrender ~~the~~of ~~convertible~~718,750 ~~promissory~~Class ~~notes~~B ~~should~~ordinary beshares ~~bifurcated~~to ~~and~~the ~~accounted~~Company for asno aconsideration, ~~derivative~~resulting in ~~accordance~~an ~~with~~aggregate ~~ASC~~of ~~815~~5,031,250 of Class B ordinary shares outstanding. ~~Although~~Prior to the ~~exercise price~~initial investment in the Company of $25,000 by the ~~underlying~~Sponsor, ~~warrants~~we ~~was~~had ~~lesser~~no ~~than~~assets, ~~the~~tangible ~~closing~~or intangible. The per share purchase price of the ~~Company’s~~Founder ~~Class~~Shares Awas ~~ordinary~~determined ~~shares~~by asdividing the amount of ~~September~~cash ~~30, 2024,~~contributed to the Company ~~believes~~by ~~that~~ the ~~likelihood~~aggregate number of ~~the~~Founder ~~Sponsor’s~~Shares ~~exercise~~issued. ofIn connection with the ~~option~~First toExtension, ~~convert~~on ~~the~~April ~~Promissory~~28, ~~Notes~~2023, toall ~~warrants~~5,031,250 Class B ordinary shares were isconverted defrom ~~minimis.~~Class AsB aordinary ~~result,~~shares ~~the~~into ~~Company~~Class ~~recorded~~A ~~zero~~ordinary ~~liability~~shares ~~related~~on toa ~~the~~one-for-one ~~conversion~~basis ~~option~~for no consideration.

~~Administrative~~Private ~~Support~~Placement ~~Agreement~~Warrants

~~Commencing~~Simultaneously onwith the ~~date~~closing of the Initial ~~Public~~ Public Offering, the Company ~~has~~consummated ~~paid~~ the ~~Sponsor~~Private ~~$15,000~~Placement ~~per month for utilities, secretarial and administrative support services provided to the members~~ of ~~the Company’s management team, which included payment of $~~10,~~000~~156,250 ~~per~~Private ~~month~~Placement toWarrants ~~our~~at ~~former~~a ~~Chief~~price ~~Financial Officer and Executive Vice President~~ of ~~Business Development~~$1.00 ~~Upon~~per ~~completion of the initial business combination or the~~Private ~~Company’s~~Placement ~~liquidation,~~Warrant ~~the~~to ~~Company will cease paying these monthly fees. On July 1, 2022~~ the ~~Company amended the administrative support agreement with the~~ Sponsor ~~from $15~~,~~000~~ ~~per~~generating ~~month~~proceeds ~~to $5,000 per month. The agreement was amended again on September 25, 2024 with an effective date~~ of ~~May 1, 2024 to increase the fees from~~ $510,~~000 to $15~~156,~~000 per month~~250. For the three months ended September 30, 2024 and 2023, the Company incurred $45,000 and $15,000 respectively in Sponsor administrative fees. The Company incurred $95,000 and $45,000 respectively for the nine months ended September 30, 2024 and 2023 in Sponsor administrative fees.

~~For~~Each warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Certain proceeds from the ~~nine~~sale ~~months~~of ~~ended~~the ~~September~~Private ~~30,~~Placement ~~2024~~Warrants were added to the proceeds ~~and~~from ~~2023,~~the Initial Public Offering held in the Trust Account. If the Company ~~reimbursed~~does ~~management~~not ~~$36,159~~complete ~~and~~a ~~$15,626,~~Business ~~respectively~~Combination by the Extended Date, the ~~for~~proceeds ~~expenses~~from ~~related~~the sale of the Private Placement Warrants will be used to ~~acquisition~~fund ~~activities~~the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless.

1416

~~Due~~Promissory ~~to Related Party~~Notes

AsWorking ofCapital ~~September 30, 2024 and December 31, 2023, the Company has an outstanding balance of $120,000 and $25,000 respectively due to the Sponsor for administrative support services.~~Loan

~~Extension~~The ~~Contribution~~Sponsor ~~Due~~has ~~from~~committed to loan us up to $1,500,000 for working capital loans (as amended and restated, the “Working Capital Loan”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans bear no interest and would either be repaid upon consummation of an initial business combination or, at the Sponsor’s discretion. In addition, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the Company at a price of $1.00 per warrant.

InOn ~~connection~~April ~~with~~1, 2024, the ~~First~~Company ~~Extension~~amended and ~~Second~~restated ~~Extension,~~ the ~~Sponsor~~Working isCapital ~~obligated~~Loan to ~~fund~~extend the ~~Trust~~maturity ~~Account~~date ~~(Note~~thereunder ~~1).~~to Asthe earlier of ~~September~~(i) thirty (30,) ~~2024~~months ~~and~~after ~~December~~the ~~31,~~closing ~~2023,~~of ~~$360,000~~the Initial Public Offering and ~~$480,000 respectively~~(ii) the consummation of ~~extension~~a ~~contributions~~Business ~~were~~Combination. ~~due~~The Company also increased the principal amount from ~~Sponsor~~$1,500,000 to $1,840,616.

~~Sponsor~~On ~~Support~~April ~~Agreement~~26, 2024, the Company further amended and restated the Working Capital Loan and extended the maturity date thereunder to the earlier of (i) forty-two (42) months after the closing of the Initial Public Offering and (ii) the effective date of a Business Combination.

~~Concurrently~~On ~~with~~April ~~the~~25, ~~execution of the Sio Business Combination Agreement~~2025, the ~~Sponsor~~Company ~~entered~~amended ~~into a letter agreement (the “Sponsor Support Agreement”) with Sio, Sio Newco, Pyrophyte~~ and ~~the directors and officers (or otherwise a part of the management team) of Pyrophyte, solely for purposes of amending certain~~restated of the ~~terms~~Working ofCapital ~~the~~Loan ~~letter agreement signed by them in connection with the Initial Public Offering, pursuant~~ to ~~which,~~extend ~~among other things,~~ the ~~Sponsor~~maturity ~~agreed to among other things, vote all Class A Ordinary Shares, or any securities convertible into, exercisable or exchangeable for Class A Ordinary Shares, held by it or acquired after the~~ date ofthereunder ~~the Sponsor Support Agreement (the “Covered Shares”) at the meeting of Pyrophyte shareholders~~ to ~~be held in connection with~~ the Sio Business Combination in favor of the adoption and approval of the Sio Business Combination and each other proposal related to the Sio and not transfer any Covered Shares (other than Pubco Class A Common Shares issued upon exercise of any Private Placement Warrants held by the Sponsor) until the earlier of (Ai) ~~one~~maturity ~~year~~date ~~after the closing~~ of ~~the~~April ~~Sio Business Combination~~29, ~~(B)~~2026 ~~the first day the last sale price of Pubco Class A Common Shares equals~~ or ~~exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 150 days after the Closing or~~ (Cii) ~~after~~ the ~~closing~~consummation of ~~the~~a ~~Sio~~ Business Combination,. ~~the~~The ~~date~~Company onalso ~~which~~increased ~~Pubco~~the ~~completes~~principal aamount ~~liquidation,~~from ~~amalgamation~~$1,840,616 ~~share exchange or similar transaction resulting in the shareholders of Pubco having the right~~ to ~~exchange their shares for consideration~~$2,500,000.

InOn ~~addition~~April 26, ~~under the terms of the Sponsor Support Agreement~~2024, the ~~Sponsor~~Company ~~agreed~~further toamended ~~subject up to 4,025,000 Class A Ordinary Shares (“Restricted Owned Shares”) to certain earn out restrictions, if~~ and ~~only~~restated to the ~~extent~~Working Capital ~~such~~Loan ~~shares are used~~ to ~~obtain~~extend ~~any additional PIPE financing or other financing arrangements in connection with~~ the ~~consummation~~maturity ofdate ~~the~~thereunder ~~Sio~~to ~~Business Combination; provided that in no event shall~~ the ~~aggregate~~earlier ~~number~~ of ~~Restricted Owned Shares equal more than 4,025,000 Class A Ordinary Shares~~ (~~the “Maximum Restricted Owned Shares”~~i). ~~If,~~forty-two ~~prior~~months toafter the closing of the ~~Sio~~Public ~~Business~~Offering ~~Combination, the SPAC Proceeds~~ and (~~as defined in the Sio Business Combination Agreement~~ii) ~~are less than $70,000,000, then~~ the ~~number~~consummation of ~~Restricted~~a ~~Owned~~Business ~~Shares will be adjusted pursuant to the terms of the Sponsor Support Agreement~~Combination.

~~Note~~As 5of –September ~~Commitments~~30, &2025 ~~Contingencies~~and December 31, 2024, the Company had $2,078,077 and $1,641,875 outstanding under the Working Capital Loans respectively.

~~Registration~~Extension ~~and Shareholder Rights~~Loans

~~The~~In ~~holders~~connection ofwith ~~Founder Shares and Private Placement Warrants that may be issued upon conversion of~~ the ~~Working~~First ~~Capital Loans and convertible promissory note~~Extension, ifthe ~~any (and any Class A ordinary~~Sponsor ~~share~~agreed ~~issuable~~to ~~upon~~loan the ~~exercise~~Company ofan ~~the~~amount ~~Private~~equal ~~Placement~~to ~~Warrants~~the ~~issued~~lesser ~~upon conversion~~ of ~~such loans~~(i), ~~are~~$0.04 ~~entitled~~per toPublic ~~registration rights~~Shares ~~pursuant~~multiplied toby ~~a registration rights agreement signed prior to~~ the ~~consummation~~number of ~~the Initial~~ Public ~~Offering.~~Shares ~~These holders are~~then ~~entitled~~outstanding ~~to certain demand~~ and ~~“piggyback”~~(ii) ~~registration rights. However~~$160,000, ~~the~~for ~~registration~~each ~~rights~~calendar ~~agreement~~month ~~provides~~beginning ~~that~~on ~~we will~~April ~~not~~30, be2023 ~~required to effect or permit any registration or cause any registration statement to become effective~~ until ~~termination of~~ the ~~applicable~~earlier ~~lock-~~of up(i) ~~period. The Company will bear~~ the ~~expenses~~completion ~~incurred~~of ina ~~connection~~Business Combination ~~with~~and (ii) the ~~filing~~Company’s ofliquidation ~~any~~(each, ~~such~~a ~~registration statements~~“Contribution”).

~~Underwriting~~In ~~Agreement~~connection with the first Contribution, on May 4, 2023, the Company issued a non-interest bearing note to the Sponsor with a principal amount up to $1.92 million for working capital expenses (as discussed in Note 1). The Sponsor may convert the outstanding principal into Private Placement Warrants at $1.00 per warrant. This note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial Business Combination, or the liquidation of the Company. If the Company does not consummate an initial Business Combination by the First Extended Date, the note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of this loan is the earlier of (i) fifty-four months after the closing of the IPO and (ii) the effective date of a Business Combination.

~~The~~On ~~Company~~April ~~granted~~26, ~~the~~2024, ~~underwriter~~in aconnection ~~45-day~~with ~~option~~the Second toExtension ~~purchase~~Meeting, upthe toCompany ~~2,625,000~~issued ~~additional~~a ~~Units~~non-interest bearing promissory note to ~~cover~~the ~~over-allotments~~Sponsor atin the ~~Initial~~amount ~~Public~~of ~~Offering~~$1.08 ~~price,~~million ~~less~~in connection with the ~~underwriting~~Second ~~discounts and~~Extension ~~commissions~~Contributions. The ~~underwriter~~maturity ~~fully~~date ~~exercised~~of this loan is the ~~option~~earlier onof ~~October~~(i) ~~29,~~the ~~2021~~Company’s liquidation date and (ii) the effective date of a Business Combination.

~~The~~On ~~underwriter~~April is25, ~~entitled~~2025, toin aconnection ~~cash~~with ~~underwriting~~the Third ~~discount~~Extension ofMeeting, ~~1.5% of~~ the ~~gross~~Company ~~proceeds~~issued ofa ~~the~~non-interest ~~Initial~~bearing ~~Public~~promissory ~~Offering,~~note orto ~~$2,625,000~~the Sponsor in the ~~aggregate,~~amount ~~which was paid upon closing~~ of ~~the Initial Public Offering~~$1.5 Inmillion ~~addition,~~ (the ~~underwriter~~“Third Extension isNote”) ~~entitled~~in toconnection awith ~~deferred fee of 4.0% of~~ the ~~gross~~Third ~~proceeds~~Extension ~~of the Initial Public Offering~~Contributions. The ~~deferred~~maturity ~~fee~~date ~~will~~of ~~become~~this ~~payable~~loan tois the ~~underwriter~~earlier ~~from~~of ~~the~~(i) ~~amounts~~fifty-four months ~~held~~after in the ~~Trust~~closing ~~Account~~of ~~solely~~the inIPO ~~the~~and ~~event that~~(ii) the ~~Company~~effective ~~completes~~date of a Business Combination~~, subject to the terms of the underwriting agreement~~.

On ~~June~~April 828, ~~2023~~2026, wein ~~entered~~connection ~~into an engagement letter~~ with ~~UBS,~~the ~~which~~Fourth ~~was~~Extension ~~subsequently amended on October 26~~Meeting, ~~2023, pursuant to which~~ the Company ~~engaged~~issued ~~UBS~~a tonon-interest ~~act~~bearing aspromissory ~~its~~note ~~exclusive capital markets advisor with respect~~ to the ~~Sio~~Sponsor ~~Business~~in ~~Combination. Pursuant to such engagement letter, if~~ the ~~Sio~~amount ~~Business~~of ~~Combination closes,~~$1.2 ~~UBS~~million ~~agreed to waive~~ (the ~~$8,443,750~~“Fourth ofExtension ~~deferred underwriting commission owed to it~~ Note”) in connection with the ~~Initial~~Fourth ~~Public~~Extension ~~Offering in~~Contributions. ~~exchange~~The ~~for~~maturity ~~the~~date ~~right to receive a transaction fee~~ of ~~$5,000,000,~~this ~~plus~~loan anis ~~incentive~~the ~~fee~~earlier of up(i) tothe ~~$3,443,750,~~Company’s ~~each of which is payable~~liquidation ~~upon~~date ~~the~~and ~~closing~~(ii) of the ~~Sio~~effective ~~Business~~date ~~Combination. In addition, certain members~~ of ~~our management team have agreed to offset~~ a ~~certain amount~~Business ~~of fees that may be due to UBS under this engagement letter~~Combination.

1517

~~Investment~~As ~~Advisory~~of ~~Agreement~~September 30, 2025 and December 31, 2024, the Sponsor has advanced $3,305,769 and $2,370,000 respectively to the Company. As of September 30, 2025 and December 31, 2024, extension contributions of $151,395 and $360,000 respectively were due from Sponsor, which is not included in the outstanding balance of the extension loans.

OnThe ~~November~~Company 5,determined ~~2021,~~that the ~~Company~~conversion ~~entered~~option ~~into~~on the first extension anand ~~investment~~working ~~advisory~~capital ~~agreement~~notes ~~with~~should ~~Clean~~be ~~Energy~~bifurcated ~~Associates,~~and ~~LLC~~accounted ~~(“Clean~~for ~~Energy”),~~as ~~pursuant~~a toderivative ~~which~~in ~~Clean~~accordance ~~Energy~~with ~~will~~ASC ~~serve as~~815. anAs ~~investment~~of ~~advisor~~September in30, ~~connection~~2025, the ~~with~~closing price of the Company’s ~~initial~~Class ~~Business~~A ~~Combination.~~ordinary Ifshares exceeded the ~~Company~~$11.50 ~~enters~~strike ~~into~~price aat ~~letter~~which holders of ~~intent~~the convertible ~~with~~promissory anotes ~~potential~~could ~~target~~elect ~~that~~to ~~has~~convert. ~~been~~Accordingly, ~~introduced~~the toconversion itoption bywas ~~Clean Energy~~in-the-money, itand ~~shall~~the ~~pay~~Company ~~Clean~~measured ~~Energy~~the arelated ~~cash~~conversion option ~~success~~liability ~~fee~~at its fair value of $40868,~~000.~~338 ~~Clean Energy~~as ~~shall~~of ~~also~~that bedate. ~~paid~~The aresulting ~~retainer~~fair ofvalue upwas torecognized ~~$40,000.~~as ~~This~~a ~~agreement~~charge ~~was~~to ~~subsequently~~earnings ~~terminated.~~in Asthe Company’s ofunaudited ~~and~~condensed ~~for~~consolidated ~~the~~statement ~~periods~~of ~~ended September 30~~operations, ~~2024~~with ~~and~~a ~~December~~corresponding ~~31,~~current ~~2023,~~liability ~~there~~recorded ~~were~~on nothe ~~amounts~~Company’s unaudited ~~incurred~~condensed ~~and~~consolidated ~~accrued~~balance ~~for Clean Energy~~sheet.

~~Financial~~Administrative ~~Advisory~~Support ~~Agreements~~Agreement

OnCommencing ~~March~~on 18the ~~and~~date ~~March~~of ~~28,~~the ~~2022,~~Initial ~~respectively~~Public Offering, the Company has ~~engaged~~paid ~~UBS,~~ the ~~underwriter~~Sponsor in$15,000 ~~the~~per ~~Initial~~month ~~Public~~for ~~Offering~~utilities, assecretarial aand ~~placement~~administrative ~~agent~~support ~~and~~services provided to ~~serve~~the asmembers ~~financial~~of ~~advisor~~the ~~and capital~~Company’s ~~markets~~management ~~advisor~~team, inwhich ~~connection~~included ~~with~~payment aof ~~specified~~$10,000 ~~de-SPAC~~per ~~transaction.~~month ~~Under~~to ~~that~~our ~~arrangement,~~former ~~the~~Chief ~~Company~~Financial ~~agreed~~Officer toand ~~pay~~Executive ~~UBS~~Vice aPresident ~~cash~~of ~~fee for~~Business ~~such~~Development. ~~services~~Upon ~~upon~~completion ~~the consummation~~ of ~~such~~the ~~transaction~~initial inbusiness ancombination ~~amount~~or ~~equal~~the toCompany’s $3liquidation,~~000,000.~~ ~~The~~the ~~letter~~Company ofwill ~~intent~~cease ~~related~~paying ~~to such potential~~these ~~de-SPAC~~monthly ~~transaction~~fees. ~~expired~~On on July 1, 2022 ~~and,~~the asCompany ~~such,~~amended ~~rendered~~ the ~~engagement~~administrative ~~letter~~support ~~void~~agreement ~~and~~with nothe ~~future~~Sponsor ~~accrual~~from or$15,000 ~~expense~~per ~~thereunder~~month to $5,000 ~~was~~per ~~booked~~month. The ~~engagement~~agreement ~~letter~~was ~~also~~amended ~~provided~~again ~~for~~on upSeptember ~~to $~~25,~~000~~ in2024 ~~reimbursable~~with an effective date of May 1, 2024 to increase the fees from $5,000 to ~~UBS~~$15,000 ~~and~~per asmonth. ofFor the ~~expiration~~nine ~~date~~months ofended ~~the~~September ~~agreement~~30, ~~there~~ ~~are~~2025 noand ~~reimbursable~~2024, ~~fees~~the Company incurred by$135,000 ~~the~~and ~~Company~~$95,000 respectively in Sponsor administrative fees.

OnFor ~~June~~the 5,nine ~~2023,~~months ~~Sio~~ended ~~entered~~September ~~into~~30, ~~an engagement~~2025 ~~letter with UBS~~ and ~~BMO Capital Markets (“BMO” and together with UBS~~2024, the “Placement Agents”), pursuant to which the Placement Agents agreed to serve as co-placement agents in connection with a proposed PIPE offering of securities of Sio Newco in connection with the Sio Business Combination. Pursuant to a separate letter agreement entered into on the same day between the Company ~~and~~ ~~the~~reimbursed ~~Placement~~management ~~Agents~~$68,746 ~~the~~and ~~Company agreed that~~$36, ~~in the event that the Sio Business Combination is not consummated~~159, respectively, ~~it would reimburse the Placement Agents~~ for ~~its reasonable, documented, out of pocket~~ expenses ~~incurred~~related ~~by such Placement Agent in their role as Placement Agents up~~ to ~~an aggregate amount of $300,000~~acquisition activities.

~~Non-Redemption~~Due ~~Agreement~~to Related Party

~~Concurrently~~As ~~with the execution~~ of ~~the~~September ~~Business Combination Agreement~~30, ~~Pyrophyte~~2025 and ~~Sio~~December ~~Newco~~31, ~~entered into a non-redemption agreement with a Pyrophyte shareholder with respect to 100~~2024,~~000~~ ~~SPAC Class A Ordinary Shares held by such shareholder (~~the ~~“Non-Redemption~~Company ~~SPAC~~had ~~Shares”),~~an ~~pursuant~~outstanding tobalance ~~which,~~of ~~among~~$0 ~~other~~and ~~things~~$165, ~~Pyrophyte~~000 ~~agreed~~respectively todue ~~issue 58,570 SPAC Class A Ordinary Shares~~ to ~~such shareholder in consideration of such shareholder’s commitment not to redeem~~ the ~~Non-Redemption~~Sponsor ~~SPAC~~for ~~Shares~~administrative ~~held~~support ~~by it in connection with the approval of the Sio Business Combination by Pyrophyte’s shareholders~~services.

~~Note~~Due 6from –Related ~~Derivative Warrant Liabilities~~Party

~~The~~As ~~Company accounted for the 20,218,750 warrants issued in connection with the Initial Public Offering (the 10,062,500~~ of ~~Public~~September ~~Warrants and the 10~~30,~~156,250~~ of2025 ~~Private Placement Warrants) in accordance with the guidance contained in ASC 815- 40 Derivatives~~ and ~~Hedging~~December ~~— Contracts in Entity’s Own Equity. Such guidance provides that~~31, ~~because the warrants do not meet the criteria for equity treatment thereunder~~2024, ~~each warrant must be recorded as a liability. Accordingly,~~ the Company ~~classifies~~had ~~each warrant as~~ a ~~liability at its fair value. This liability is subject to re-measurement~~due atfrom ~~each~~Sponsor balance ~~sheet~~of ~~date. With each such re-measurement~~$26,780 ~~the~~and ~~warrant liability will be adjusted to fair value~~$68,854 ~~with the change in fair value recognized in the Company’s consolidated statements of income~~respectively.

~~Additionally,~~Extension ~~certain~~Contribution ~~adjustments~~Due to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from ~~derivative accounting.~~Sponsor

~~The~~In ~~accounting~~connection ~~treatment~~with ~~of derivative financial instruments requires that~~ the ~~Company~~First ~~record~~Extension aand ~~derivative liability upon issuance of the warrants at the closing of the Initial Public~~Second ~~Offering. Accordingly~~Extension, the ~~Company~~Sponsor ~~classified~~is ~~each~~obligated ~~warrant~~to asfund athe ~~liability~~Trust atAccount ~~its~~(Note ~~fair value~~1). ~~The~~As ~~Public Warrants were allocated a portion~~ of ~~the~~September ~~proceeds~~30, ~~from~~2025 ~~the~~and ~~issuance~~December of31, ~~the~~2024, ~~Units~~$151,395 ~~equal~~and to$360,000 respectively ~~its fair value determined with the assistance~~ of aextension ~~professional~~contributions ~~independent~~were ~~valuation firm.~~due ~~The~~from ~~warrant liability is subject to re-measurement at each balance sheet date~~Sponsor. ~~With~~Following ~~each~~September ~~such re-measurement~~30, ~~the warrant liability is adjusted to fair value~~2025, ~~with~~ the ~~change in fair value recognized in the~~ Company’s ~~consolidated~~made ~~statements~~an ofaggregate ~~income.~~deposits ~~The Company reassesses the classification~~ of ~~the warrants at each balance sheet date. If the classification changes as a result of events during the~~ ~~period~~$609,364 ~~the~~in ~~warrants~~extension ~~will~~contributions beto ~~reclassified~~extend ~~as of~~ the liquidation date ofthrough ~~the~~April ~~event~~29, ~~that causes the reclassification~~2026.

16Sponsor Support Agreement

~~Public~~Concurrently ~~Warrants~~with ~~may~~the ~~only~~execution beof ~~exercised~~the ~~for~~Sio ~~a whole~~Business ~~number~~Combination ofAgreement, ~~shares.~~the NoSponsor ~~fractional~~entered ~~Public~~into ~~Warrants~~a ~~were~~letter ~~issued~~agreement ~~upon separation of~~ (the ~~Units~~“Sponsor ~~and~~Support ~~only~~Agreement”) ~~whole~~with ~~Public~~Sio, ~~Warrants~~Sio ~~will trade. The~~Newco, ~~Public~~Pyrophyte ~~Warrants~~and ~~became exercisable 30 days after~~ the ~~completion~~directors ofand anofficers ~~initial~~(or ~~public~~otherwise ~~offering~~a ~~provided~~part ~~that~~of the ~~Company~~management ~~has~~team) anof ~~effective registration~~Pyrophyte, ~~statement~~solely ~~under~~for ~~the~~purposes ~~Securities~~of ~~Act~~amending ~~covering~~certain of the ~~Class~~terms ~~A ordinary share issuable upon exercise~~ of the ~~warrants~~letter ~~and~~agreement asigned ~~current prospectus~~by ~~relating to~~ them isin ~~available~~connection ~~and~~with ~~such~~the ~~shares~~Initial ~~are~~Public ~~registered~~Offering, ~~qualified~~pursuant orto ~~exempt~~which, ~~from~~among ~~registration~~other ~~under the securities~~things, or ~~blue sky, laws of~~ the ~~state~~Sponsor ofagreed ~~residence of the holder (or holders are permitted~~ to ~~exercise~~among ~~their~~other ~~warrants~~things, onvote aall ~~cashless~~Class ~~basis~~A ~~under certain~~Ordinary ~~circumstances~~Shares, asor aany ~~result~~securities ofconvertible ~~(i)~~into, ~~the~~exercisable ~~Company’s~~or ~~failure~~exchangeable for toClass ~~have~~A anOrdinary ~~effective~~Shares, ~~registration~~held ~~statement~~ by ~~the~~it ~~60th business~~or ~~day~~acquired after the ~~closing~~date of the ~~initial~~Sponsor ~~business~~Support ~~combination~~Agreement or (~~ii)~~the ~~a notice of redemption described under~~ “~~Redemption of~~Covered ~~warrants when the price per share of Class A ordinary share equals or exceeds $10.00~~Shares”)~~. The Company has agreed that as soon~~ asat ~~practicable, but in no event later than 20 business days after~~ the ~~closing~~meeting of ~~its~~Pyrophyte ~~initial~~shareholders ~~business~~to ~~combination,~~be ~~the~~held ~~Company~~in ~~will~~connection ~~use its commercially reasonable efforts to file~~ with the ~~SEC~~Sio ~~and~~Business ~~have~~Combination anin ~~effective~~favor ~~registration~~of ~~statement covering~~ the ~~Class~~adoption Aand ~~ordinary share~~approval ~~issuable upon exercise~~ of the ~~warrants~~Sio ~~and~~Business ~~will~~Combination ~~use~~and ~~its~~each ~~commercially~~other ~~reasonable~~proposal ~~efforts~~related to ~~cause~~ the ~~same~~Sio ~~to become effective within 60 business days after the closing of the Company’s initial business combination~~ and tonot ~~maintain~~transfer aany ~~current~~Covered ~~prospectus~~Shares ~~relating~~(other tothan ~~those Class~~Pubco Class A ~~ordinary~~Common ~~share~~Shares ~~until~~issued ~~the warrants expire or are redeemed. If the shares issuable~~ upon exercise of ~~the~~any ~~warrants~~Private ~~are~~Placement ~~not~~Warrants ~~registered under~~held ~~the~~by ~~Securities Act in accordance with~~ the ~~above~~Sponsor) ~~requirements,~~until the ~~Company~~earlier ~~will~~of be(A) ~~required~~one toyear ~~permit~~after ~~holders to exercise their warrants~~the onclosing aof ~~cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and~~ the ~~Company~~Sio ~~will~~Business ~~not be obligated to issue any shares to holders seeking to exercise their warrants~~Combination, ~~unless~~(B) the ~~issuance~~first ofday the ~~shares~~last ~~upon~~sale ~~such~~price ~~exercise is registered or qualified under the securities laws~~ of ~~the~~Pubco ~~state~~Class ofA ~~the~~Common ~~exercising~~Shares ~~holder,~~equals or anexceeds ~~exemption from registration is available~~$12. ~~Notwithstanding~~00 ~~the~~per ~~above, if the Company’s Class A ordinary~~ share ~~are~~for atany ~~the~~20 ~~time~~trading ofdays ~~any~~within ~~exercise of~~ a ~~warrant~~30-day ~~not~~trading ~~listed~~period oncommencing aat ~~national~~least ~~securities exchange~~150 ~~such~~days ~~that~~after ~~they satisfy~~ the ~~definition~~Closing ofor ~~a “covered security” under Section 18~~(bC)~~(1)~~ ofafter the ~~Securities~~closing of ~~Act,~~ the ~~Company may,~~Sio atBusiness ~~its option~~Combination, ~~require~~the ~~holders~~date ~~of Public Warrants who exercise their warrants to do so~~ on awhich ~~“cashless~~Pubco ~~basis”~~completes ~~in accordance with Section 3(~~a~~)(9)~~ ~~of the Securities Act and~~liquidation, ~~in the event the Company so elects~~amalgamation, itshare ~~will~~exchange ~~not be required to file~~ or ~~maintain~~similar ~~in effect~~transaction aresulting ~~registration statement, and~~ in the ~~event~~shareholders ~~the~~of ~~Company~~Pubco ~~does~~having ~~not~~the soright ~~elect, it will use its commercially reasonable efforts~~ to ~~register or~~exchange ~~qualify~~their ~~the~~ shares ~~under~~for ~~applicable blue sky laws to the extent an exemption is not available~~consideration.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest or dividend thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary share during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary share” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

~~The~~In ~~Private~~addition, ~~Placement~~under ~~Warrants~~the ~~are~~terms ~~identical~~of to the ~~Public~~Sponsor ~~Warrants~~Support Agreement, ~~except~~the ~~that~~Sponsor agreed to subject up to 4,025,000 soClass ~~long~~A asOrdinary ~~they~~Shares ~~are~~(“Restricted ~~held~~Owned byShares”) to certain earn out restrictions, if and only to the ~~Sponsor~~extent orsuch ~~its~~shares ~~permitted~~are ~~transferees,~~used ~~(i)~~to ~~they~~obtain ~~will~~any ~~not~~additional bePIPE ~~redeemable by~~financing ~~the~~or ~~Company,~~other ~~(ii)~~financing ~~they~~arrangements in ~~(including~~connection with the ~~Class~~consummation Aof ~~ordinary~~the ~~share~~Sio ~~issuable~~Business ~~upon~~Combination; ~~exercise~~provided ofthat ~~these~~in ~~warrants)~~no ~~may~~event ~~not,~~shall ~~subject~~the toaggregate ~~certain~~number of Restricted ~~limited~~Owned ~~exceptions,~~Shares beequal ~~transferred~~more than 4,025,000 ~~assigned~~Class orA ~~sold~~Ordinary byShares (the ~~Sponsor~~“Maximum ~~until~~Restricted 30Owned ~~days~~Shares”). ~~after~~If, ~~the~~prior ~~completion~~to the closing of the ~~initial~~Sio ~~business~~Business ~~combination~~Combination, the SPAC Proceeds (~~iii)~~as ~~they~~defined ~~may~~in bethe ~~exercised~~Sio byBusiness Combination Agreement) are less than $70,000,000, then the ~~holders~~number onof aRestricted ~~cashless~~Owned ~~basis~~Shares ~~and~~will ~~(iv)~~be ~~are~~adjusted ~~subject~~pursuant to ~~registration~~the ~~rights~~terms of the Sponsor Support Agreement.

IfNote a5 ~~tender~~– ~~offer,~~Commitments ~~exchange~~& or redemption offer shall have been made to and accepted by the holders of the Class A ordinary share and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary share the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary share held by such holder had been purchased pursuant to the offer. If less than 65% of the consideration receivable by the holders of the Class A ordinary share in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets.Contingencies

17Registration and Shareholder Rights

~~Redemption~~The holders of ~~warrants~~Founder ~~when~~Shares ~~the~~and ~~price~~Private ~~per share~~Placement Warrants that may be issued upon conversion of the first extension and Working Capital Loans, if any (and any Class A ordinary share ~~equals~~issuable upon orthe ~~exceeds~~exercise ~~$18.00:~~of ~~Once~~ the ~~warrants~~Private ~~become~~Placement ~~exercisable~~Warrants issued upon conversion of such loans), are entitled to registration rights pursuant to a registration rights agreement signed prior to the ~~Company~~consummation ~~may~~of ~~redeem~~the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the ~~outstanding~~registration ~~warrants~~rights agreement provides that we will not be required ~~(except~~to aseffect ~~described~~or ~~herein~~permit ~~with~~any ~~respect~~registration or cause any registration statement to become effective until termination of the ~~Private~~applicable ~~Placement~~lock- up ~~Warrants):~~period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

●Underwriting ~~in whole and not in part;~~Agreement

●The atCompany granted the underwriter a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, ofless $0the underwriting discounts and commissions.01 ~~per~~The ~~warrant;~~underwriter fully exercised the option on October 29, 2021.

●The underwriter is entitled to a cash underwriting discount of 1.5% of the gross proceeds of the Initial Public Offering, or $2,625,000 in the aggregate, which was paid upon closing of the Initial Public Offering. In addition, the underwriter is entitled to a ~~minimum~~deferred fee of 304.0% ~~days’~~of ~~prior~~the ~~written~~gross ~~notice~~proceeds of ~~redemption;~~the ~~and~~Initial Public Offering. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

●On ifJune 8, ~~and~~2023, ~~only~~we ~~if,~~entered ~~the~~into ~~last~~an ~~reported~~engagement letter ~~sale~~with ~~price~~UBS, ~~(the~~which ~~“closing~~was ~~price”)~~subsequently ofamended ~~Class~~on AOctober ~~ordinary~~26, ~~share~~2023, ~~equals~~pursuant orto ~~exceeds~~which ~~$18.00~~the ~~per~~Company ~~share~~engaged (UBS to act as ~~adjusted~~its ~~for~~exclusive capital ~~adjustments~~markets advisor with respect to the ~~number~~Sio ofBusiness ~~shares~~Combination. ~~issuable~~Pursuant ~~upon~~to ~~exercise~~such orengagement ~~the~~letter, ~~exercise~~if ~~price~~the ofSio aBusiness ~~warrant~~Combination closes, asUBS ~~described~~agreed ~~under~~to waive the ~~heading~~$8,443,750 ~~“Description~~ of ~~Securities~~deferred —underwriting ~~Warrants~~commission —owed ~~Public~~to ~~Warrants~~it —in ~~Redemption~~connection ~~Procedures~~with —the ~~Anti-dilution~~Initial ~~Adjustments”~~Public Offering in exchange for the ~~Company’s~~right ~~Annual~~to ~~Report~~receive ona ~~Form~~transaction ~~10-K)~~fee ~~for~~of ~~any~~$5,000,000, 20plus ~~trading~~an ~~days~~incentive ~~within~~fee aof ~~30-trading~~up ~~day~~to ~~period~~$3,443,750, ~~ending~~each onof ~~the~~which ~~third~~is ~~trading~~payable upon ~~day~~the ~~prior~~closing toof the ~~date~~Sio onBusiness ~~which~~Combination. weIn ~~send~~addition, ~~the~~certain ~~notice~~members of ~~redemption~~our management team have agreed to ~~the~~offset ~~warrant~~a ~~holders~~certain amount of fees that may be due to UBS under this engagement letter.

~~The~~Investment ~~Company~~Advisory will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary share is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.Agreement

~~Redemption~~On ofNovember ~~warrants~~5, ~~when~~2021, the ~~price~~Company ~~per~~entered ~~share~~into an investment advisory agreement with Clean Energy Associates, LLC (“Clean Energy”), pursuant to which Clean Energy will serve as an investment advisor in connection with the Company’s initial Business Combination. If the Company enters into a letter of ~~Class~~intent Awith ~~ordinary~~a ~~share~~potential ~~equals~~target that orhas ~~exceeds~~been introduced to it by Clean Energy, it shall pay Clean Energy a cash success fee of $1040,000.~~00:~~ ~~Once~~Clean ~~the~~Energy ~~warrants~~shall ~~become~~also ~~exercisable~~be paid a retainer of up to $40,000. ~~the~~This ~~Company~~agreement ~~may~~was ~~redeem~~subsequently ~~the~~terminated. ~~outstanding~~As ~~warrants:~~of September 30, 2025 and December 31, 2024, there were no amounts incurred and accrued for Clean Energy.

~~● in whole and not in part;~~19

●Financial atAdvisory a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Warrants” based on the redemption date and the “fair market value” of Class A ordinary share (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants” in the Company’s annual report on Form 10-K; and;Agreements

●On ~~if,~~March 18 and ~~only~~March if28, 2022, respectively, the ~~closing~~Company ~~price~~engaged ofUBS, ~~Class~~the Aunderwriter ~~ordinary~~in ~~share~~the ~~equals~~Initial orPublic ~~exceeds~~Offering, ~~$10.00~~as ~~per~~a ~~public~~placement ~~share~~agent (and to serve as ~~adjusted~~financial ~~for~~advisor ~~adjustments~~and tocapital markets ~~the~~advisor ~~number~~in ofconnection ~~shares~~with ~~issuable~~a ~~upon~~specified ~~exercise~~de-SPAC ortransaction. Under that arrangement, the ~~exercise~~Company ~~price~~agreed ofto pay UBS a ~~warrant~~cash asfee ~~described~~for such ~~under~~services upon the ~~heading~~consummation ~~“Description~~ of ~~Securities~~such —transaction ~~Warrants~~in —an ~~Public~~amount ~~Warrants~~equal —to ~~Redemption~~$3,000,000. ~~Procedures~~The —letter ~~Anti~~of intent related to such potential de-~~dilution~~SPAC ~~Adjustments”~~transaction inexpired on July 1, 2022 and, as such, rendered the ~~Company’s~~engagement ~~annual~~letter ~~report~~void onand ~~Form~~no ~~10-K)~~future ~~for~~accrual ~~any~~or 20expense ~~trading~~thereunder was ~~days~~booked. ~~within~~The ~~the~~engagement ~~30-trading~~letter ~~day~~also ~~period~~provided ~~ending~~for ~~three~~up ~~trading~~to ~~days~~$25,000 ~~before~~in wereimbursable ~~send~~fees ~~the~~to ~~notice~~UBS and as of ~~redemption~~the toexpiration date of the ~~warrant~~agreement, there ~~holders;~~are ~~and~~no reimbursable fees incurred by the Company.

●On ifJune ~~the~~5, ~~closing~~2023, ~~price~~Sio ofentered ~~the~~into ~~Class~~an Aengagement letter ~~ordinary~~with ~~share~~UBS ~~for~~and ~~any~~BMO 20Capital ~~trading~~Markets ~~days~~(“BMO” ~~within~~and atogether ~~30-trading~~with ~~day~~UBS, ~~period~~the ~~ending~~“Placement onAgents”), ~~the~~pursuant ~~third~~to ~~trading~~which the ~~day~~Placement ~~prior~~Agents agreed to ~~the~~serve ~~date~~as onco-placement ~~which~~agents wein ~~send~~connection ~~the~~with ~~notice~~a ofproposed ~~redemption~~PIPE tooffering ~~the~~of ~~warrant~~securities ~~holders~~of isSio ~~less~~Newco ~~than~~in connection ~~$18.00~~with ~~per~~the ~~share~~Sio ~~(as~~Business ~~adjusted~~Combination. ~~for~~Pursuant ~~adjustments~~ to ~~the~~a ~~number~~separate ofletter ~~shares~~agreement ~~issuable~~entered ~~upon~~into ~~exercise~~on or the ~~exercise~~same ~~price~~day ofbetween athe ~~warrant~~Company and asthe ~~described~~Placement ~~under~~Agents, the ~~heading~~Company ~~“Description~~agreed ofthat, ~~Securities~~in —the ~~Warrants~~event —that ~~Public~~the ~~Warrants~~Sio —Business ~~Redemption~~Combination ~~Procedures~~is —not ~~Anti-dilution~~consummated, ~~Adjustments”~~it inwould reimburse the ~~Company’s~~Placement ~~annual~~Agents ~~report~~for onits ~~Form~~reasonable, ~~10-K)~~documented, ~~the~~out ~~Private~~of ~~Placement~~pocket ~~Warrants~~expenses ~~must~~incurred ~~also~~by besuch ~~concurrently~~Placement ~~called~~Agent ~~for~~in ~~redemption~~their onrole ~~the same terms~~ as ~~the~~Placement Agents ~~outstanding~~up ~~public~~to ~~warrants,~~an asaggregate ~~described~~amount ~~above~~of $300,000.

InNon-Redemption no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination by the Extended Date and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.Agreement

18Concurrently with the execution of the Business Combination Agreement, Pyrophyte and Sio Newco entered into a non-redemption agreement with a Pyrophyte shareholder with respect to 100,000 SPAC Class A Ordinary Shares held by such shareholder (the “Non-Redemption SPAC Shares”), pursuant to which, among other things, Pyrophyte agreed to issue 58,570 SPAC Class A Ordinary Shares to such shareholder in consideration of such shareholder’s commitment not to redeem the Non-Redemption SPAC Shares held by it in connection with the approval of the Sio Business Combination by Pyrophyte’s shareholders.

Note 76 – ~~Shareholders’~~Warrant ~~Deficit~~Liabilities

~~Preference~~The ~~shares~~Company -accounted ~~The~~for ~~Company~~the is20,218,750 ~~authorized~~warrants toissued ~~issue~~in 1connection with the Initial Public Offering (the 10,~~000~~062,~~000~~500 ~~shares~~ of ~~preference~~public ~~shares~~warrants and the 10,156,250 ~~par~~of ~~value~~Private ~~$0.0001~~Placement ~~per~~Warrants) in ~~share,~~accordance with ~~such~~the ~~designations,~~guidance ~~voting~~contained ~~and~~in ~~other~~ASC ~~rights~~815- 40 Derivatives and ~~preferences~~Hedging — Contracts in Entity’s Own Equity. asSuch ~~may~~guidance beprovides ~~determined~~that, ~~from~~because ~~time~~the towarrants ~~time~~do bynot meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company’s ~~board~~classifies ofeach ~~directors~~warrant as a liability at its fair value. AsThis ofliability ~~September~~is ~~30,~~subject ~~2024~~to ~~and~~re-measurement at ~~December~~each 31balance sheet date. With each such re-measurement, ~~2023~~the warrant liability will be adjusted to fair value, ~~there~~with the change in fair ~~were~~value norecognized ~~preference~~in ~~shares~~the ~~issued~~Company’s orunaudited ~~outstanding~~condensed consolidated statements of income.

~~Class~~Additionally, Acertain ~~ordinary~~adjustments ~~shares~~to -the ~~The~~settlement amount ~~Company~~of isthe ~~authorized to~~Private ~~issue~~Placement ~~200,000,000~~Warrants ~~Class~~are Abased ~~ordinary~~on ~~shares~~a ~~with~~variable athat ~~par~~is ~~value~~not ofan ~~$0.0001~~input ~~per~~to ~~share.~~the Asfair value of ~~September~~a ~~30,~~“fixed-for-fixed” option ~~2024~~as ~~and~~defined ~~December~~under ~~31,~~ASC ~~2023~~815-40, ~~there were~~and ~~5,031,250~~thus ~~Class~~the APrivate ~~ordinary~~Placement ~~shares~~Warrants ~~issued~~are ornot ~~outstanding~~considered ~~(excluding~~indexed ~~6,290,711~~to ~~and~~the ~~8,973,837~~Company’s ~~Class~~own Astock and ~~ordinary~~not ~~shares~~eligible ~~subject~~for toan ~~possible redemption),~~exception ~~respectively~~from derivative accounting.

~~Class~~The Baccounting ~~ordinary~~treatment ~~shares~~of -derivative financial ~~The~~instruments requires that the Company isrecord ~~authorized to~~a ~~issue~~derivative ~~20,000,000~~liability ~~Class~~upon Bissuance ~~ordinary~~of ~~shares~~the ~~with~~warrants aat ~~par~~the ~~value~~closing of ~~$0.0001~~the Initial ~~per~~Public ~~share~~Offering. ~~On September 29~~Accordingly, ~~2021,~~ the ~~Sponsor~~Company ~~surrendered~~classified ~~718,750 Founder~~each ~~Shares~~warrant toas usa ~~for~~liability ~~cancelation~~at ~~for~~its nofair ~~consideration,~~value. ~~resulting~~The anpublic ~~aggregate~~warrants ofwere allocated ~~5,031,250~~a ~~Founder~~portion ~~Shares~~of ~~outstanding.~~the Onproceeds ~~April~~from ~~24, 2023,~~the inissuance ~~connection~~of ~~with~~ the ~~Company’s~~Units ~~extraordinary~~equal ~~meeting,~~to ~~passed~~its anfair ~~amendment~~value todetermined with the ~~Company’s~~assistance ~~Articles~~of ~~allowing Class~~a Bprofessional ~~shareholders~~independent ~~the~~valuation ~~right~~firm. toThe ~~convert~~warrant ~~their~~liability ~~shares~~is ~~into~~subject ~~Class~~to Are-measurement ~~ordinary~~at ~~shares~~each atbalance ~~the~~sheet ~~election~~date. ofWith each such re-measurement, the ~~holder.~~warrant Asliability ais ~~result~~adjusted ofto ~~this~~fair ~~amendment~~value, ~~all~~ ~~Class~~with Bthe ~~ordinary~~change ~~shareholders~~in ~~elected~~fair tovalue ~~convert~~recognized ~~their~~in ~~shares~~the Company’s ~~into~~unaudited ~~Class~~condensed Aconsolidated ~~ordinary~~statements ~~shares~~of ~~thus~~income. ~~reducing~~The Company reassesses the ~~number~~classification of ~~Class~~the Bwarrants ~~ordinary~~at ~~shares~~each ~~issued~~balance ~~and~~sheet ~~outstanding~~date. toIf ~~zero.~~the Asclassification changes as a result of ~~September~~events 30during the period, ~~2024~~the ~~and~~warrants ~~December~~will ~~31,~~be ~~2023,~~reclassified ~~there~~as of ~~were~~the nodate ~~Class~~of Bthe ~~ordinary~~event ~~shares~~that ~~issued~~causes ~~and outstanding~~the reclassification.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule.20

~~Note~~Public 8warrants –may ~~Fair~~only ~~Value~~be ~~Measurements~~exercised for a whole number of shares. No fractional public warrants were issued upon separation of the Units and only whole public warrants will trade. The public warrants became exercisable 30 days after the completion of an initial public offering provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial business combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial business combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary share issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial business combination and to maintain a current prospectus relating to those Class A ordinary share until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary share are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The ~~following~~warrants ~~table~~have ~~presents~~an ~~information~~exercise ~~about~~price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company’s ~~financial~~issues ~~assets~~additional ~~and~~Class ~~liabilities~~A ~~that~~ordinary ~~are~~share ~~measured~~or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at ~~fair~~an ~~value~~issue onprice aor ~~recurring~~effective ~~basis~~issue asprice of ~~September~~less 30than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, ~~2024~~in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor ~~level~~or ~~within~~such affiliates, as applicable, prior to such issuance) (the ~~fair~~“Newly ~~value~~Issued ~~hierarchy:~~Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest or dividend thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary share during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary share” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

	Level 1		Level 2		Level 3
Liabilities:
Public Warrants	$	—	$	603,750	$	—
Private Placement Warrants	$	—	$	609,375	$	—

The Private Placement Warrants are identical to the public warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary share issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.

~~The~~If ~~following~~a ~~table~~tender ~~presents~~offer, ~~information~~exchange ~~about~~or redemption offer shall have been made to and accepted by the ~~Company’s~~holders ~~financial~~of ~~assets~~the Class A ordinary share and ~~liabilities~~upon ~~that~~completion ~~are~~of ~~measured~~such atoffer, ~~fair~~the ~~value~~offeror owns beneficially more than 50% of the outstanding Class A ordinary share the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary share held by such holder had been purchased pursuant to the offer. If less than 65% of the consideration receivable by the holders of the Class A ordinary share in the applicable event is payable in the form of common equity in the successor entity that is listed on a ~~recurring~~national ~~basis~~securities asexchange or is quoted in an established over-the-counter market, and if the holder of ~~December~~the 31warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, ~~2023~~the warrant price shall be reduced by ~~level~~an amount equal to the difference (but in no event less ~~within~~than zero) of (i) the ~~fair~~warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value ~~hierarchy:~~of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets.

	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account	$	98,870,109	$	—	$	—
Liabilities:
Public Warrants	$	—	$	805,000	$	—
Private Placement Warrants	$	—	$	812,500	$	—

~~The~~Redemption ~~fair value~~ of ~~the~~warrants ~~Public~~when ~~Warrants issued in connection with~~ the ~~Public~~price ~~Offering~~per ~~and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation~~share ~~model. The fair value~~ of ~~Public~~Class ~~Warrants~~A ~~issued~~ordinary inshare ~~connection~~equals ~~with~~or ~~the~~exceeds ~~Initial~~$18.00: ~~Public~~Once ~~Offering have been measured based on~~ the ~~listed market price of such~~ warrants, abecome ~~Level 1 measurement~~exercisable, ~~since December 17, 2021, which was~~ the ~~date~~Company ~~the~~may ~~Public~~redeem ~~Warrants detached from~~ the ~~Units.~~ ~~The~~outstanding ~~close price of the Public Warrants on the New York Stock Exchange was used as the primary input to the fair value of the Public~~warrants ~~Warrants~~(except as ofdescribed ~~each~~herein ~~relevant~~with ~~date~~respect ~~subsequent~~ to ~~December 17, 2021. The measurement of~~ the ~~Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the~~ Private Placement Warrants ~~after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.~~):

~~Since~~● ~~fourth~~in ~~quarter~~whole ~~of fiscal year 2023, the trading volume for the public warrants has significantly reduced, as such the Company had reclassified the public warrants from Level 1 to Level 2 as of September 30, 2024~~ and ~~December~~not ~~31,~~in 2023. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement.part;

~~Note~~● 9at –a ~~Subsequent~~price ~~Events~~of $0.01 per warrant;

~~The~~● ~~Company~~upon ~~evaluated~~a ~~subsequent~~minimum ~~events~~of ~~and~~30 ~~transactions that~~days’ ~~occurred~~prior ~~after~~written ~~the~~notice ~~balance~~of ~~sheet~~redemption; date up to the date the unaudited condensed consolidated financial statements were issued. Other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.and

On● ~~October 29~~if, ~~2024,~~and ~~the~~only ~~Company~~if, ~~received notice from~~ the ~~New~~last ~~York~~reported ~~Stock~~sale ~~Exchange~~price ~~that it would suspend~~ (the ~~listing~~“closing price”) of ~~the Company’s~~ Class A ordinary ~~shares,~~share ~~Public~~equals ~~Warrants~~or ~~and~~exceeds ~~Units~~$18.00 ~~before~~per ~~market~~share ~~open~~(as onadjusted ~~October~~for ~~30,~~adjustments ~~2024~~to ~~and~~the ~~commence~~number ~~delisting~~of ~~proceedings~~shares ~~with~~issuable ~~respect to~~upon ~~such~~exercise ~~securities~~or ~~because~~the ~~its~~exercise ~~Listed~~price ~~Company~~of ~~Manual~~a ~~does~~warrant ~~not~~as ~~permit~~described aunder ~~special~~the ~~purpose~~heading ~~acquisition~~“Description ~~company,~~of ~~such~~Securities as— ~~the~~Warrants ~~Company,~~— toPublic ~~remain listed~~Warrants ~~for~~— ~~more~~Redemption ~~than~~Procedures ~~three~~— ~~years~~Anti-dilution ~~after~~Adjustments” in the Company’s ~~initial~~Annual ~~public~~Report ~~offering.~~on ~~Following~~Form ~~the~~10-K) ~~suspension,~~for ~~the~~any ~~Company’s~~20 ~~Class A~~trading ~~ordinary~~days ~~shares,~~within ~~Public~~a ~~Warrants~~30-trading ~~and~~day ~~Units~~period ~~began~~ending on the third trading onday prior to the ~~OTC~~date ~~Pink~~on ~~Marketplace~~which ~~under~~we send the ~~symbols~~notice ~~“PHYTF,”~~of ~~“PHYWF” and~~redemption ~~“PHYUF,”~~to ~~respectively~~the warrant holders.

OnThe ~~November~~Company ~~12,~~will ~~2024,~~not redeem the ~~Company~~warrants ~~entered~~as ~~into~~described above unless an ~~amendment~~effective toregistration statement under the ~~Sio~~Securities ~~Business~~Act ~~Combination~~covering ~~Agreement~~the ~~with~~Class ~~Sio,~~A ~~Sio~~ordinary ~~Newco~~share issuable upon exercise of the warrants is effective and ~~Pyrophyte~~a ~~Newco,~~current ~~pursuant~~prospectus relating to ~~which~~those Class A ordinary share is available throughout the ~~parties~~30-day ~~thereto~~redemption ~~agreed~~period. toAny ~~extend~~such ~~the~~exercise ~~outside~~would ~~date~~not ~~from~~be ~~November~~on ~~13,~~a ~~2024~~cashless basis and would require the exercising warrant holder to ~~December~~pay ~~31,~~the ~~2024~~exercise price for each warrant being exercised.

19Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Warrants” based on the redemption date and the “fair market value” of Class A ordinary share (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants” in the Company’s annual report on Form 10-K; and;

●

if, and only if, the closing price of Class A ordinary share equals or exceeds $10.00 per Public Shares (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments” in the Company’s annual report on Form 10-K) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and

●

if the closing price of the Class A ordinary share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments” in the Company’s annual report on Form 10-K), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination by the Extended Date and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 7 – Shareholders’ Deficit

Preference shares - The Company is authorized to issue 1,000,000 shares of preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A ordinary shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were 5,031,250 Class A ordinary shares issued or outstanding (excluding 1,513,954 and 6,290,711 Class A ordinary shares subject to possible redemption), respectively.

In connection with the Extraordinary General Meeting on April 25, 2025, shareholders holding an aggregate of 4,776,757 Public Shares exercised their right to redeem their shares leaving 1,513,954 redeemable Class A ordinary shares outstanding as of that date.

Class B ordinary shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 29, 2021, the Sponsor surrendered 718,750 Founder Shares to us for cancelation for no consideration, resulting an aggregate of 5,031,250 Founder Shares outstanding. On April 24, 2023, in connection with the Company’s extraordinary meeting, passed an amendment to the Company’s Articles allowing Class B shareholders the right to convert their shares into Class A ordinary shares at the election of the holder. As a result of this amendment, all Class B ordinary shareholders elected to convert their shares into Class A ordinary shares thus reducing the number of Class B ordinary shares issued and outstanding to zero. As of September 30, 2025 and December 31, 2024, there were no Class B ordinary shares issued and outstanding.

Note 8 – Fair Value Measurements

Since April 24, 2024, the funds in the Trust Account were held in an interest-bearing deposit account which is cash and cash equivalent, which are excluded from leveling. The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis As of September 30, 2025 by level within the fair value hierarchy:

	Level 1		Level 2		Level 3
Liabilities:
Public Warrants	$	—	$	—	$	6,557,731
Private Placement Warrants	$	—	$	—	$	7,656,797
Conversion option liability	$	—	$	—	$	868,338

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period.

The table below shows the change in fair value of the warrant liabilities as of September 30, 2025:

	Public Warrants		Private Placement Warrants		Total

Fair value at January 1, 2025	$	100,625	$	101,562	$	202,187
Change in fair value		6,457,106		7,555,235		14,012,341
Fair value As of September 30, 2025	$	6,557,731	$	7,656,797	$	14,214,528

Any significant changes in the inputs may result in significantly higher or lower fair value measurements. The following table provides quantitative information regarding Level 3 fair value measurement inputs for the Public Warrants and Private Placement Warrants at their measurement date:

	September 30, 2025
Exercise price	$	11.50
Underlying share price	$	12.32
Volatility		19.08	%
Term to business combination (years)		0.58
Risk-free rate		3.74	%
Time remaining post-merger (years)		5.00
Probability of merger closing		20.00	%*

The table below shows the change in fair value of the warrant liabilities as of September 30, 2024:

	Public Warrants			Private Placement Warrants			Total

Fair value at January 1, 2024	$	806,406		$	811,094		$	1,617,500
Change in fair value		(202,656	)		(201,719	)		(404,375	)
Fair value as of September 30, 2024	$	603,750		$	609,375		$	1,213,125

The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:

	Level 1		Level 2		Level 3
Liabilities:
Public Warrants	$	—	$	100,625	$	—
Private Placement Warrants	$	—	$	101,562	$	—

The estimated fair value of the over-allotment option was $868,338. The following table provides quantitative information regarding Level 3 fair value measurement inputs for the conversion option liability at the measurement date:

	September 30, 2025
Private warrant value assuming merger closes	$	1.51
Intrinsic Value per $1 of Convertible Debt Principal	$	0.51
Private warrant value	$	0.75
Total convertible debt principal	$	3,420,000
Probability of merger closing		50.00	%*

The valuation methodologies applied to the Company’s warrants and convertible promissory notes incorporated differing assumptions regarding the probability of consummation of a business combination due to the distinct economic characteristics and risk profiles of the respective instruments. Specifically, the valuation of the warrants reflects risks and expected outcomes extending beyond the consummation of the initial business combination, whereas the valuation of the convertible promissory notes is primarily dependent upon the occurrence of a business combination, after which the associated risk exposure terminates.

Note 9 – Segment information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

As of September 30, 2025, the Company had not commenced any operations. All activity for the nine months ended September 30, 2025 and 2024 relates to the Company’s formation and the Initial Public Offering. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, which are held in a Trust Account.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. The CODM does not review assets, which primarily consists of cash or investments held in the Trust Account, in evaluating the results of the Company, and therefore, such information is not presented.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	Months Ended		Months Ended		Months Ended		Months Ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024
General and administrative expenses	$	110,387	$	275,154	$	518,869	$	1,405,024
Gain on cash (investments) held in Trust Account	$	147,451	$	776,421	$	1,029,273	$	3,290,543

The key measures of segment profit or loss reviewed by the CODM are operating costs and interest earned on investments held in Trust Account. The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investments with the Trust Account funds while maintaining compliance with the trust agreement. Operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 10 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements except the Fourth Extension Meeting as described in Note 1, Extension Agreement and amendment to Working Capital Loans as described in Note 4 and as described below.

Subsequent to September 30, 2025, the Company deposited an aggregate of $609,364 into the Trust Account to extend the liquidation date to April 29, 2026. In addition, the Company drew an aggregate of $609,364 under the extension loan and $755,899 under the working capital loan, respectively.

On October 16, 2025, the Company entered into a fourth amendment to Sio Business Combination Agreement, pursuant to which the parties agreed to further extend the outside date from December 31, 2025 to April 29, 2026.

On March 13, 2026, the Company entered into a fifth amendment to Sio Business Combination Agreement, pursuant to which the parties agreed to further extend the outside date from April 29, 2026 to April 29, 2027.

On April 28, 2026, the Company held an extraordinary general meeting of shareholders to approve an amendment to its Articles extending the deadline to consummate an initial business combination from April 29, 2026 to April 29, 2027. In connection with the meeting, holders of 100,100 Public Shares redeemed their shares for approximately $12.93 per share (or an aggregate of $1.29 million), resulting in approximately $18.3 million remaining in the Trust Account. Additionally, the Sponsor agreed to fund monthly extension contributions of $100,000, beginning April 30, 2026 through the earlier of the Company's liquidation or April 29, 2027, up to an aggregate of $1.2 million, for which the Company issued a $1.2 million promissory note to the Sponsor.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us,” “our,” the “Company” or “Pyrophyte” refer to Pyrophyte Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Pyrophyte Acquisition LLC, a Delaware limited liability company. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company annual report for December 31, ~~2023~~2024 on Form 10-K filed with the SEC on ~~May 24,~~February ~~2024~~19, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of Cayman Islands on February 12, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. While we may pursue an initial business combination opportunity in any industry or sector, we will seek targets around the world that we believe are market leaders in facilitating energy transition toward decarbonization and sustainable use of energy and natural resources, and are positioned to generate long-term value and growing cash flows. In particular, we will seek to identify companies provide the necessary products, equipment, services and technologies to support the energy transition, without the need to have their business rely solely on a single type of technology. We believe our leadership team’s broad and diverse global network of transaction sources and relationships across a wide spectrum of renewable energy sectors will allow us to effectively and efficiently identify and evaluate potential opportunities for our initial business combination.

We intend to effectuate our initial business combination, including the Sio Business Combination, using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, and our capital stock, debt or a combination of cash, stock and debt. Our registration statement for the Initial Public Offering became effective on October 26, 2021. We consummated the Initial Public Offering of 20,125,000 Units on October 29, 2021. Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant, including the issuance of 2,625,000 Units as a result of the underwriter’s exercise of its over-allotment option in full. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each public warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $201,250,000, and incurred $11,068,750 in underwriting fees (inclusive of $8,443,750 in deferred underwriting fees).

Simultaneously with the closing of the Initial Public Offering on October 29, 2021, we completed the closing of the Private Placement of an aggregate 10,156,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250.

20Upon the closing of the Initial Public Offering, the over-allotment and the Private Placement, $206,281,250 ($10.25 per unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the over-allotment and the Private Placement were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee. Such proceeds were invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as determined by us, until April 2024, when the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. The proceeds will be held in such account until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

~~Upon~~On ~~the~~April ~~closing~~24, 2023, we held an extraordinary general meeting of shareholders (the ~~Initial~~“First ~~Public~~Extension ~~Offering~~Meeting”), pursuant to which our shareholders approved an amendment to the Articles to extend the ~~over-allotment~~date ~~and~~by which the ~~Private~~Company ~~Placement~~must complete initial business combination from April 29, ~~$206~~2023 to April 29,~~281,250~~ 2024 (~~$10.25~~or ~~per~~such ~~unit)~~earlier date as determined by our board of directors and included in a public announcement) (the ~~net~~“Extension”). ~~proceeds~~In ofconnection therewith, the ~~sale~~Sponsor ofagreed to loan us $160,000 for each calendar month beginning on April 30, 2023 and ending on the ~~Units~~earlier inof the ~~Initial~~completion ~~Public~~of ~~Offering,~~a ~~the~~business ~~over-allotment~~combination ~~and~~or the ~~Private~~date ~~Placement~~of ~~were~~the ~~placed~~our liquidation in accordance with the ~~Trust~~terms ~~Account~~of ~~with~~the ~~Continental~~Extension, ~~Stock~~up ~~Transfer~~to &a ~~Trust~~maximum aggregate ~~Company~~amount ~~acting~~of as$1.92 ~~trustee~~million (the “Extension Contribution”). ~~Such~~On ~~proceeds~~May ~~were~~4, ~~invested~~2023, inwe ~~United~~issued ~~States~~a ~~government~~convertible ~~treasury~~promissory ~~bills~~note (the “First Extension Note”) to the Sponsor with a ~~maturity~~principal ofamount ~~185~~up ~~days~~to or$1.92 ~~less or~~million. inPursuant ~~money~~to ~~market~~the ~~funds~~First ~~investing~~Extension ~~solely~~Note, inthe ~~U.S.~~Sponsor ~~Treasuries~~may convert ~~and~~the ~~meeting~~outstanding ~~certain~~principal ~~conditions~~into ~~under~~Private ~~Rule~~Placement ~~2a-7~~Warrants ~~under~~at $1.00 per warrant. The Sponsor deposited the ~~Investment~~first ~~Company~~Extension Contribution ~~Act~~on April 30, as2023. ~~determined~~On byApril us22, ~~until~~2024, ~~February~~the ~~2024~~Company deposited $960,000 ~~when~~into the ~~trustee~~Trust ~~liquidated~~Account, ~~such~~which ~~investments~~amount ~~and~~reflected ~~moved~~the payment in full of the ~~proceeds~~Company’s remaining commitment to make an ~~interest-bearing demand~~aggregate ~~deposit~~of ~~account~~$1.92 ~~The~~million ~~proceeds~~of ~~will~~cash becontributions ~~held~~to the Trust Account in ~~such~~connection with ~~account~~the ~~until~~Extension. In connection with the ~~earlier~~vote ~~of:~~to ~~(i)~~approve the ~~completion~~Extension, the holders of a11,151,163 ~~business~~Class ~~combination~~A ~~and~~ordinary shares properly exercised ~~(ii)~~their ~~the~~right ~~distribution~~to redeem their shares for cash at a redemption price of ~~the~~approximately ~~Trust~~$10.56 ~~Account~~per asshare, ~~described~~for ~~below~~an aggregate redemption amount of approximately $118 million, resulting in 8,973,837 public shares remaining.

On April 24, 2023, we held the First Extension Meeting, pursuant to which our shareholders approved the First Extension, an amendment to the Articles to extend the date by which the Company must complete initial business combination from April 29, 2023 to April 29, 2024 (or such earlier date as determined by our board of directors and included in a public announcement). In connection therewith, the Sponsor agreed to loan us $160,000 for each calendar month beginning on April 30, 2023 and ending on the earlier of the completion of a business combination or the date of the our liquidation in accordance with the terms of the Extension, up to a maximum aggregate amount of $1.92 million. On May 4, 2023, we issued the First Extension Note to the Sponsor with a principal amount up to $1.92 million. As of September 30, 2024, the Note has been fully drawn and there were Trust Account deposits in connection with the First Extension Note, totaling $1.92 million. Pursuant to the First Extension Note, the Sponsor may convert the principal outstanding into Private Placement Warrants at $1.00 per warrant. As of September 30, 2024, the Sponsor did not elect to convert. In connection with the vote to approve the First Extension, the holders of 11,151,163 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.56 per share, for an aggregate redemption amount of approximately $118 million, resulting in 8,973,837 public shares remaining.

At the First Extension Meeting, the shareholders also approved a proposal to provide the holders of the Class B ordinary shares with the right to convert such shares into Class A ordinary shares on a one-for-one basis prior to the closing of an initial business combination at the election of such holder. On April 28, 2023, the Sponsor elected to convert 5,031,250 Class B ordinary shares held by it, which represented all of the Class B ordinary shares outstanding into Class A ordinary shares on a one-for-one basis for no consideration.

On April 2624, 2024, ~~the~~we ~~Company~~entered ~~had~~into ~~the~~an ~~Second~~amendment ~~Extension Meeting~~ to ~~vote on another amendment to its amended and restated articles and memorandum of association to extend~~ the ~~deadline by~~Trust ~~which it has to complete an initial business combination from April 29~~Agreement, ~~2024~~ to ~~April~~permit ~~29, 2025,~~ the ~~Second~~Trustee ~~Extension. In connection with the vote~~ to ~~approve~~hold the ~~Second~~assets ~~Extension,~~in the ~~holders~~Trust ofAccount ~~2,683,126~~in ~~public~~an ~~shares~~interest-bearing ~~exercised~~demand ~~their~~deposit ~~right~~account ~~to redeem their shares for~~or cash atuntil athe ~~redemption~~earlier ~~price~~ of ~~approximately~~the ~~$11.35~~consummation ~~per~~of ~~share, for~~ an ~~aggregate~~initial ~~redemption~~business ~~amount~~combination ofor ~~approximately~~the ~~$30.4~~Company’s ~~million, resulting in 6,290,711 public shares outstanding~~liquidation. InThe ~~connection with the Second Extension Meeting, the~~ Company ~~issued~~then ~~a Second Extension Note to~~instructed the ~~Sponsor~~Trustee into liquidate the ~~amount~~Trust ofAccount ~~$1.08~~and ~~million~~move ~~in connection with~~ the ~~Second~~proceeds ~~Extension~~into ~~Contributions.~~an ~~The~~interest-bearing ~~Second~~demand ~~Extension Note will fund extension~~ deposit ~~of $90,000 for each calendar month beginning on April 30, 2024 until April 29, 2025~~account.

On April 26, 2024, we held another extraordinary general meeting of shareholders (the “Second Extension Meeting”) to vote on an amendment to its Articles to further extend the date on which we had to consummate an initial business combination from April 29, 2024 to April 29, 2025. The shareholders voted to approve the amendment. The Sponsor agreed that if such amendment was approved and implemented, then it or its designee would deposit (the “Second Extension Contributions”) into the Trust Account as a loan $90,000 per month beginning on April 30, 2024 and ending on the earlier of (i) the Company’s liquidation, (ii) the consummation of an initial business combination and (iii) April 30, 2025. In connection with the Second Extension Meeting, holders of 2,683,126 Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.35 per share, for an aggregate redemption amount of approximately $30.4 million, resulting in 6,290,711 public shares remaining. On April 26, 2024, in connection with the Second Extension Meeting, we issued a promissory note (the “Second Extension Note”) to the Sponsor in the amount of $1.08 million in connection with the Second Extension Contributions.

On April 25, 2025, we had an extraordinary general meeting of our shareholders (the “Third Extension Meeting”) to vote on another amendment to the Articles to extend the deadline by which we have to complete an initial business combination from April 29, 2025 to April 29, 2026 (the “Third Extension”). In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 4,776,757 public shares exercised their right to redeem their shares at a price of approximately $11.95 per share from the funds held in the Trust Account, leaving approximately $18.1 million in cash in the Trust Account after satisfaction of such redemptions. In connection with the Third Extension Meeting, the Sponsor agreed to loan us lesser of (i) $0.05 per Public Share or (ii) $150,000 for each calendar month beginning on April 30, 2025 and ending on the earlier of (i) the completion of a business combination and (ii) the date of the our liquidation in accordance with the terms of the Third Extension (the “Third Extension Contribution”), and on April 25, 2025, the Company issued a promissory note (the “Third Extension Note”, together with the First and Second Extension Notes, the “Extension Notes”) to the Sponsor in the amount of $1.5 million in connection with the Second Extension Contributions. The Third Extension Note will fund extension deposit of the lesser of (i) $0.05 per Public Share or (ii) $150,000, for each calendar month beginning on April 30, 2025 until April 29, 2026.

In addition, on April 28, 2026, the Company amended and restated its previously issued unsecured amended and restated convertible promissory note with the Sponsor to extend the maturity date thereunder from the earlier of (i) April 29, 2026 and (ii) the effective date of an initial business combination to the earlier of (i) April 29, 2027 and (ii) the effective date of an initial business combination. Other existing terms apply. The Sponsor determined to increase the monthly amount that it or its designee would deposit into the Trust Account as a loan in connection with the Extension Amendment from (a) an amount equal to the greater of (i) $0.05 per Class A Ordinary Share held by public shareholders (“public shares”) multiplied by the number of public shares then outstanding, and (ii) $75,000, to (b) $100,000 for each calendar month beginning on April 30, 2026, and ending on the earlier of the Company’s liquidation or April 29, 2027.

Our Units, Class A ordinary shares and public warrants had been traded on the New York Stock Exchange (the “NYSE”) since our Initial Public Offering under the symbols “PHYT.U”, “PHYT” and “PHYT WS”, respectively. On October 30, 2024, the NYSE suspended the trading of our securities. The NYSE determined to suspend the trading of our securities because Sections 102.06e and 802.01B of the NYSE’s Listed Company Manual do not permit a special purpose acquisition company, such as us, to remain listed for more than three years after the company’s initial public offering without completing an initial business combination. The Company has not completed an initial business combination before October 29, 2024, which is the three-year anniversary of the Initial Public Offering. Following the suspension of trading on the NYSE, our Units, Class A ordinary shares and public warrants began immediately trading over-the-counter market and are listed on the OTC Pink tier of the OTC Marketplace under the symbols “PHYTUF,” “PHYTF” and “PHYTWF,” respectively.

Our management and our board of directors have broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the over-allotment and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination.

If we have not completed our initial business combination by ~~the~~April ~~Extended~~29, ~~Date~~2027, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably ~~possible~~ possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the ~~aggregate~~ aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously ~~released~~ released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding ~~public~~ public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Business Combination with Sio

On November 13, 2023, Pyrophyte, Sio, Sio Newco and Pyrophyte Newco entered into a Business Combination Agreement, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) Pyrophyte will deregister in the Cayman Islands and transfer by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Pyrophyte Articles and the Companies Act and continue as an Alberta corporation in accordance with the applicable provisions of ABCA, (ii) Pyrophyte will amalgamate with Sio Newco, with Sio Newco surviving as Pubco in accordance with the terms of the Plan of Arrangement and (iii) Sio and Pyrophyte Newco will amalgamate, with Sio surviving the Sio Amalgamation as a wholly-owned subsidiary of Pubco, and such entity will continue the business operations currently undertaken by Sio.

Subscription Agreements

Concurrently with the execution of the Sio Business Combination Agreement, Pyrophyte, Sio and Sio Newco entered into subscription agreements with (i) a certain accredited investor (the “Non-Insider PIPE Investor”) and (ii) certain other accredited investors who are existing shareholders of Sio or the Company (the “Insider PIPE Investors” and, together with the Non-Insider PIPE Investor, the “PIPE Investors”), pursuant to which, among other things, Sio Newco agreed to issue and sell, in a private placement to close concurrently with and conditioned upon the effectiveness of the consummation of the Sio Business Combination, an aggregate of 3,114,258 Pubco Class A Common Shares (the “PIPE Investment”) to the PIPE Investors for an aggregate purchase price equal to $20,122,474.

2128

Non-Redemption Agreement

Concurrently with the execution of the Sio Business Combination Agreement, Pyrophyte and Sio Newco entered into a non-redemption agreement (the “Non-Redemption Agreement”) with a Company shareholders with respect to 100,000 Class A ordinary shares held by such shareholder (the “Non-Redemption SPAC Shares”), pursuant to which, among other things, the Company agreed to issue 58,570 Class A ordinary shares to such shareholder in consideration of such shareholder’s commitment not to redeem the Non-Redemption SPAC Shares held by it in connection with the approval of the Sio Business Combination by the Company’s shareholders (the “Non-Redemption Transaction”).

Sponsor Support Agreement

Concurrently with the execution of the Sio Business Combination Agreement, the Sponsor, entered into a letter agreement (the “Sponsor Support Agreement”) with Sio, Sio Newco, Pyrophyte and the directors and officers (or otherwise a part of the management team) of Pyrophyte, solely for purposes of amending certain of the terms of the letter agreement signed by them in connection with the Company’s Initial Public Offering, pursuant to which, among other things, the Sponsor agreed to ~~among other things,~~ vote all Class A ordinary shares, or any securities convertible into, exercisable or exchangeable for Class A ordinary shares, held by it or acquired after the date of the Sponsor Support Agreement (the “Covered Shares”) at the meeting of Pyrophyte shareholders to be held in connection with the Sio Business Combination in favor of the adoption and approval of the Sio Business Combination and each other proposal related to the Sio and not transfer any Covered Shares (other than Pubco Class A Common Shares issued upon exercise of any Private Placement Warrants held by the Sponsor) until the earlier of (A) one year after the Closing, (B) the first day the last sale price of Pubco Class A Common Shares equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 150 days after the Closing or (C) after the Closing, the date on which Pubco completes a liquidation, amalgamation, share exchange or similar transaction resulting in the shareholders of Pubco having the right to exchange their shares for consideration.

In addition, under the terms of the Sponsor Support Agreement, the ~~Pyrophyte~~ Sponsor has agreed to subject up to 4,025,000 Class A ordinary shares (“Restricted Owned Shares”) to certain earn out restrictions, if and only to the extent such shares are used to obtain any additional PIPE Financing or other financing ~~arrangements~~ arrangements in connection with the consummation of the Sio Business Combination; provided that in no event shall the aggregate number of Restricted Owned Shares equal more than 4,025,000 Class A ordinary shares (the “Maximum Restricted Owned Shares”). If, prior to the Closing, the SPAC Proceeds are less than $70,000,000, then the number of Restricted Owned Shares will be adjusted pursuant to the terms of the Sponsor Support Agreement.

In connection with the Closing, each Restricted Owned Share will be exchanged on a one-for-one basis for Pubco Class A Common Shares pursuant to the Sio Business Combination and the Plan of Arrangement and such shares will be subject to forfeiture or release as follows: (i) half of the Restricted Owned Shares will be released to the Sponsor on the first day that the Trading Price (as defined in the Sio Business Combination Agreement) is at least $12.50, (ii) the other half of the Restricted Owned Shares will be released from forfeiture on the first day that the Trading Price is at least $15.00, in each case during the period commencing on the Closing Date and ending on the date that is three (3) years after the Closing Date (the “End Date”), and (iii) after the End Date, any Restricted Owned Shares that have not been released to the Sponsor pursuant to clauses (i) or (ii) above will be automatically forfeited for no consideration. If a change of control of Pubco occurs at any time between the Closing Date and the End Date and the price achieved per Restricted Owned Shares is at least $12.50 or $15.00, then the vesting conditions outlined will be considered to be met.

Sio Securityholder Support Agreements

In connection with the execution of the Sio Business Combination Agreement, on November 13, 2023, the Company, Sio, and certain securityholders of Sio entered into support agreements (the “Sio Securityholder Support Agreements”), pursuant to which, among other things, such shareholders agreed to vote (or cause to be voted) all of their Sio shares and other voting securities of Sio (“Subject Securities”) in favor of the special resolution of Sio shareholders in respect of the Plan of Arrangement, to be considered at Sio’s shareholders meeting to approve the Sio Business Combination. Additionally, such shareholders have agreed, among other things, not to, prior to the Closing, (a) transfer any of their Subject Securities (or enter into any agreement, arrangement or understanding in connection therewith other than pursuant to the Plan of Arrangement), subject to certain customary exceptions, or (b) enter into any voting arrangement that is inconsistent with the Sio Securityholder Support Agreements. Sio covenants in the Sio Business Combination Agreement that it will use commercially reasonable efforts to obtain Sio Securityholder Support Agreements from at least 66% of its shareholders as promptly as possible, but in any event, within five days of the execution date of the Sio Business Combination Agreement.

22On November 12, 2024, we entered into an amendment to the Sio Business Combination Agreement with Sio, Sio Newco and Pyrophyte Newco, pursuant to which the parties thereto agreed to extend the outside date from November 13, 2024 to December 31, 2024.

On December 31, 2024, we entered into a second amendment to Sio Business Combination Agreement, pursuant to which the parties agreed to further extend the outside date from December 31, 2024 to April 30, 2025.

Subsequently, on April 30, 2025, we entered into a third amendment to Sio Business Combination Agreement, pursuant to which the parties agreed to further extend the outside date from April 30, 2025 to December 31, 2025.

On October 16, 2025, we entered into a fourth amendment to Sio Business Combination Agreement, pursuant to which the parties agreed to further extend the outside date from December 31, 2025 to April 29, 2026.

On March 13, 2026, we entered into a fifth amendment to Sio Business Combination Agreement, pursuant to which the parties agreed to further extend the outside date from April 29, 2026 to April 29, 2027.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 12, 2021 (inception) have been organizational activities, the Initial Public Offering and identifying and evaluating a target company for an initial business combination and activities in connection with the Sio Business Combination. and those necessary to prepare for the Initial Public Offering. We have not generated any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest or dividend income on the investments held in the Trust Account. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our ~~unaudited~~audited ~~condensed~~ consolidated financial statements. Since the Initial Public Offering, we have incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2025, we had a net loss of $6,149,551 which consists of general and administrative expenses of $110,387, change in fair value of derivative warrant liabilities of $5,318,277, change in fair value of conversion option of $868,338 , offset by a gain on investments held in Trust Account of $147,451.

For the three months ended September 30, 2024, we had a net income of $299,080, which consists of general and administrative expenses of $275,154, change in fair value of derivative warrant liabilities of $202,187, offset by a gain on cash held in Trust Account of $776,421.

For the ~~three~~nine months ended September 30, ~~2023~~2025, we had a net ~~income~~loss of $114,~~362~~370,~~105~~270, which consists of general and administrative expenses of $~~547~~518,~~392~~869, ~~offset by a~~ change in fair value of derivative warrant liabilities of $14,012,341, change in fair value of conversion option of $~~683~~868,~~395~~338, ~~and~~offset by a gain on investments held in Trust Account of $1,~~226~~029,~~102~~273 and $5 in other income.

For the nine months ended September 30, 2024, we had a net income of $2,289,894, which consists of general and administrative expenses of $1,405,024, offset by a change in fair value of derivative warrant liabilities of $404,375 and a gain on cash and investments held in Trust Account of $3,290,543.

For the nine months ended September 30, 2023, we had a net income of $3,350,580, which consists of general and administrative expenses of $1,574,892 and a change in fair value of derivative warrant liabilities of $202,188, offset by a gain on investments held in Trust Account of $4,723,284.

Liquidity and Capital Resources

For the nine months ended September 30, 2025, cash used in operating activities was $429,415. This was made up of a net loss of $14,370,270, changes in operating assets and liabilities of $89,449, a change in fair value of warrant liabilities of $14,012,341, change in fair value of conversion option of $868,338, and a $1,029,273 gain on investments in trust.

For the nine months ended September 30, 2024, cash used in operating activities was $752,489. This was made up of a net income of $2,289,894, changes in operating assets and liabilities of $652,535, offset by a decrease in fair value of derivative warrant liabilities of $404,375, and a $3,290,543 gain on cash and investments held in Trust Account.

For the nine months ended September 30, 2023, cash used in operating activities was $203,494. This was made up of a net income of $3,350,580, changes in operating assets and liabilities of $1,371,398, offset by a decrease in fair value of derivative warrant liabilities of $202,188, and a $4,723,284 gain on investments held in Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our initial Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination.

Going Concern Considerations

As of September 30, ~~2024~~2025, the Company had $27,~~184~~958 in cash and no cash equivalents ~~outside the Trust Account~~. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital through completing the Sio Business Combination and the IPO Working Capital Loan. The Company cannot assure that its plans to consummate an initial business combination will be successful. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial business combination. The liquidation deadline for the Company is also currently within the next twelve months if an initial business combination is not consummated. The Company cannot assure that its plans to consummate the Sio Business Combination or any initial business combination will be successful.

The Company is a Special Purpose Acquisition Corporation ~~with~~wvith a currently scheduled liquidation date of April 29, ~~2025~~2027. There can be no assurance that the Company will be able to consummate an initial business combination by April 29, ~~2025~~2027 (or such date as such deadline may be extended). In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting ~~Standard~~ Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete an initial business combination and raise additional funds to alleviate liquidity needs and since the mandatory liquidation deadline is less than 12 months away, there is substantial doubt that the Company will operate as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Extended Date. These ~~unaudited~~ unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or ~~the~~ the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Commitments and Contractual Obligations

For the nine months ended September 30, ~~2024~~2025 and ~~2023~~2024, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Registration Rights

The holders of Founder Shares and Private Placement Warrants that may be issued upon conversion of the IPO Working Capital Loan or the Extension ~~Notes~~Note (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants issued upon conversion of such loans), are entitled to registration rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriter a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 2,625,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 29, 2021, the underwriter fully exercised its over-allotment option.

Additionally, the underwriter is entitled to a deferred underwriting discount of 4% of the gross proceeds of the base portion of the Public Offering and a deferred underwriting discount of 5.5% of the gross proceeds per over-allotment unit upon the completion of the Company’s initial business combination.

On June 8, 2023, the Company modified the terms of UBS’s deferred underwriting discount, which is effective as of the closing of the Sio Business Combination.

Administrative Support Agreement

~~The~~Pursuant to an administrative services agreement, the Company agreed to pay the Sponsor a total of $15,000 per month, commencing on the effective date of the Initial Public Offering, for utilities, secretarial and administrative support services provided to members of the management team (the “Administrative Services Agreement”). On July 1, ~~which~~2022, ~~amount~~the ~~was~~Company ~~decreased~~amended the Administrative Services Agreement to reduce the fee to $5,000 per month. ~~in July~~On ~~2022.~~September ~~The~~25, ~~agreement~~2024, ~~was~~the Company further amended ~~again~~and onrestated ~~September~~the ~~25,~~Administrative ~~2024~~Services Agreement with the Sponsor, with an effective date of May 1, 2024, toreinstating ~~increase~~ the ~~fees~~monthly ~~from~~fee ~~$5,000 to~~at $15,000 per month. ~~Upon~~for ~~completion~~office ofspace ~~the~~and ~~initial~~secretarial ~~business~~and ~~combination~~administrative orservices ~~the~~as may ~~liquidation,~~be wereasonably ~~will~~required ~~cease~~by ~~paying~~the ~~these monthly fees~~Company. ~~For~~Upon ~~the~~completion ~~three~~of ~~months~~the ~~ended~~initial ~~September~~business ~~30,~~combination ~~2024~~or ~~and 2023,~~ the ~~Company incurred $45~~liquidation,~~000~~ ~~and~~we ~~$15,000~~will ~~respectively~~cease ~~in Sponsor~~paying ~~administrative~~these monthly fees. The Company incurred $95135,000 and $4595,000 for the nine months ended September 30, ~~2024~~2025 and ~~2023~~2024, respectively, in in Sponsor administrative fees.

Due to Related Party

As of September 30, ~~2024~~2025 and December 31, ~~2023~~2024, the Company ~~has~~had an outstanding balance of $~~120,000~~0 and $25165,000 respectively due to the Sponsor ~~for~~under ~~administrative~~the ~~support~~Administrative ~~services,~~Services ~~respectively~~Agreement.

Due from Related Party

As of September 30, 2025 and December 31, 2024, the Company had a due from Sponsor balance of $26,780 and $68,854.

Extension Contribution due from Sponsor

As of September 30, 2025 and December 31, 2024, the Company had a due from Sponsor balance of $151,395 and $360,000 representing required Sponsor deposit into the Trust Account to extend the Company’s liquidation deadline.

Extension Note

In connection with the First Extension Meeting, the Sponsor agreed to loan the Company an amount equal to the lesser of (i) $0.04 per public share multiplied by the number of public shares then outstanding and (ii) $160,000, for each calendar month beginning on April 30, 2023 (each an “Extension Contribution”) until the earlier of (i) the completion of a business combination and (ii) the Company’s liquidation in accordance with the terms of the Extension, up to a maximum aggregate amount of $1.92 million. In connection with the vote to approve the Extension, the holders of 11,151,163 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.56 per share, for an aggregate redemption amount of approximately $118 million, resulting in 8,973,837 public shares remaining.

On May 4, 2023, we issued a convertible promissory note (the “First Extension Note”) to the Sponsor with a principal amount up to $1.92 million. The Sponsor may convert the principal outstanding into Private Placement Warrants at $1.00 per warrant. The Sponsor deposited the first Extension Contribution on April 30, 2023 into the Trust Account. If the Company does not consummate an initial business combination by the Extended Date, the promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

On April 22, 2024, in connection with the Company extension arrangement, the Sponsor advanced $960,000 to the Company, which amount reflected the payment in full of the Company’s remaining commitment to make an aggregate of $1.92 million of cash contributions to the Trust Account in connection with the Extension.

On April 26, 2024, in connection with the Second Extension Meeting, the Company issued a Second Extension Note to the Sponsor in the amount of $1.08 million in connection with the Second Extension Contributions. 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) April 29, 2025. If the Company does not consummate an initial business combination by April 29, 2025, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

On April 25, 2025, the Company had an extraordinary general meeting of our shareholders (the “Third Extension Meeting”) to vote on another amendment to its Articles to extend the deadline by which it has to complete an initial business combination from April 29, 2025 to April 29, 2026 (the “Third Extension”). In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 4,776,757 public shares exercised their right to redeem their shares at a price of approximately $11.95 per share from the funds held in the Trust Account, leaving approximately $18.1 million in cash in the Trust Account after satisfaction of such redemptions. In connection with the Third Extension Meeting, the Sponsor agreed to loan us lesser of (i) $0.05 per Public Share or (ii) $150,000 for each calendar month beginning on April 30, 2025 and ending on the earlier of (i) the completion of a business combination and (ii) the date of the our liquidation in accordance with the terms of the Third Extension, up to a maximum aggregate amount of $1.5 million (the “Third Extension Contribution”), and on April 25, 2025, the Company issued a promissory note (the “Third Extension Note”, together with the First and Second Extension Notes, the “Extension Notes”) to the Sponsor in the amount of $1.5 million in connection with the Second Extension Contributions. The Third Extension Note will fund extension deposit of lesser of (i) $0.05 per Public Share or (ii) $150,000 for each calendar month beginning on April 30, 2025 until April 29, 2026.

On April 28, 2026, the Company had an extraordinary general meeting of our shareholders (the “Fourth Extension Meeting”) to vote on another amendment to its articles to extend the deadline by which it has to complete an initial business combination from April 29, 2026 to April 29, 2027 (the “Fourth Extension”). In connection with the approval of the Extension Amendment at the extraordinary general meeting, the Company issued a promissory note to the Sponsor with a principal amount up to $1,200,000 (the “Fourth Extension Note”). The Fourth 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 and (ii) the date of the Company’s liquidation. If the Company does not consummate an initial business combination by April 29, 2027, the Fourth Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Sponsor determined to increase the monthly amount that it or its designee would deposit into the Trust Account as a loan in connection with the Extension Amendment from (a) an amount equal to the greater of (i) $0.05 per Class A Ordinary Share held by public shareholders (“public shares”) multiplied by the number of public shares then outstanding, and (ii) $75,000, to (b) $100,000 for each calendar month beginning on April 30, 2026, and ending on the earlier of the Company’s liquidation or April 29, 2027.

As of September 30, 2025 and 2024, $3,305,769 and $2,100,000 respectively had been drawn on the Extension Notes.

Following September 30, 2025, the Company made an aggregate deposit of $609,364 in extension contributions to extend the liquidation date through April 29, 2026.

IPO Working Capital Loan

The Sponsor has committed to loan us up to $1,500,000 for working capital loans (as amended and restated, the “IPO Working Capital Loan”). If the Company completes an initial business combination, the Company would repay the IPO Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the IPO Working Capital Loans but no proceeds held in the Trust Account would be used to repay the IPO Working Capital Loans. On April 1, 2024, the Company amended and restated the IPO Working Capital Loan to extend the maturity date thereunder to the earlier of (i) thirty (30) months after the closing of the Initial Public Offering and (ii) the consummation of a Business Combination. The Company also increased the principal amount from $1,500,000 to $1,840,616. On April 26, 2024, the Company further amended and restated the Working Capital Loan and extended the maturity date thereunder to the earlier of (i) forty-two (42) months after the closing of the Initial Public Offering and (ii) the effective date of a Business Combination. The IPO Working Capital Loans would either be repaid upon consummation of an initial business combination or, at the lender’s discretion, up to $1,500,000 of such IPO Working Capital Loans may be convertible into Private Placement Warrants of the post-initial business combination entity at a price of $1.00 per warrant. ~~As of September 30, 2024 and December 31, 2023, the Company had $1,476,742 and $723,322 outstanding under the IPO Working Capital Loans.~~

24On April 1, 2024, the Company amended and restated the IPO Working Capital Loan to extend the maturity date thereunder to the earlier of (i) thirty months after the closing of the Public Offering and (ii) the consummation of a Business Combination. The Company also increased the principal amount from $1,500,000 to $1,840,616.

~~Extension~~On ~~Notes~~April 26, 2024, the Company further amended and restated the IPO Working Capital Loan to extend the maturity date thereunder to the earlier of (i) forty-two months after the closing of the Public Offering and (ii) the consummation of a Business Combination.

In ~~connection~~addition, ~~with~~on ~~the~~April ~~First~~28, ~~Extension Meeting~~2026, ~~the~~ ~~Sponsor agreed to loan~~ the Company anamended ~~amount~~and ~~equal~~restated toits previously ~~the~~issued ~~lesser~~unsecured ofamended ~~(i)~~and ~~$0.04~~restated ~~per~~convertible ~~public~~promissory ~~share~~note ~~multiplied~~with by the ~~number~~Sponsor ofto ~~public shares~~extend ~~then~~the ~~outstanding~~maturity ~~and~~date ~~(ii)~~thereunder ~~$160,000, for each calendar month beginning on April 30, 2023 until~~ from the earlier of (i) ~~the~~April ~~completion of~~29, a2026 ~~business combination~~ and (ii) the ~~Company’s~~effective ~~liquidation~~date ~~in accordance with the terms~~ of ~~the~~an ~~First~~initial ~~Extension,~~business upcombination to athe ~~maximum aggregate~~earlier ~~amount~~ of ~~$1.92~~(i) ~~million.~~April ~~In connection with the vote to approve the First Extension~~29, ~~the holders of 11,151,163 Class A ordinary~~2027 ~~shares~~and ~~properly~~(ii) ~~exercised~~the ~~their~~effective ~~right~~date ~~to redeem their shares for cash at a redemption price~~ of ~~approximately $10.56 per share, for~~ an ~~aggregate~~ ~~redemption~~initial ~~amount~~business ofcombination. ~~approximately~~Other ~~$118~~existing ~~million,~~terms ~~resulting in 8,973,837 public shares remaining~~apply.

OnAs ~~May~~of 4,September ~~2023~~30, we2025 ~~issued~~and ~~the First Extension Note to the Sponsor with a principal amount up to $1.92 million. In accordance with the terms of the First Extension Note~~2024, the ~~Sponsor may convert the principal outstanding thereunder into Private Placement Warrants at a price of $1.00 per warrant. If the~~ Company ~~does not~~had ~~consummate an initial business combination by the First Extended Date~~$2, ~~the convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited~~078,077 ~~eliminated~~and ~~or otherwise forgiven. Upon maturity, the outstanding principal of the Note may be converted into warrants identical to the Private Placement Warrants, at a price of~~ $1~~.00 per warrant~~, ~~at the option of~~476,742 ~~the~~outstanding ~~Sponsor.~~under ~~As of September 30, 2024,~~ the ~~Note~~IPO ~~has~~Working ~~been~~Capital ~~fully drawn and has not been repaid~~Loan. ~~The Sponsor did not elect to convert into the Company’s Private Placement Warrants.~~

In connection with the Second Extension Meeting, the Sponsor agreed to loan the Company an amount equal to the lesser of (i) $0.0225 per public share multiplied by the number of public shares then outstanding and (ii) $90,000, for each calendar month beginning on April 30, 2024 until the earlier of (i) the completion of a business combination and (ii) the Company’s liquidation in accordance with the terms of the Second Extension, up to a maximum aggregate amount of $1.08 million. In connection with the vote to approve the Second Extension, the holders of 2,683,126 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.35 per share, for an aggregate redemption amount of approximately $30.4 million, resulting in 6,290,711 public shares remaining.33

On April 26, 2024, in connection with the Second Extension Meeting, we issued a the Second Extension Note to the Sponsor in the amount of $1.08 million in connection with the Second Extension Contributions. The terms of this note are similar to the First Extension Note. As of September 30, 2024, $180,000 has been drawn on this Second Extension Note.

As of September 30, 2024, there were Trust Account deposits in connection with the extension loans, totaling $2,100,000. As of September 30, 2024, the Company had extension deposits of $360,000 due from Sponsor.

Other Commitments

On March 18 and March 28, 2022, respectively, the Company engaged UBS, the underwriter in the Initial Public Offering, as a placement agent and to serve as financial advisor and capital markets advisor in connection with a specified de-SPAC transaction. Under that arrangement, the Company agreed to pay UBS a cash fee for such services upon the consummation of such transaction in an amount equal to $3,000,000. The letter of intent related to such potential de-SPAC transaction expired on July 1, 2022 and, as such, rendered the engagement letter void and no future accrual or expense thereunder was booked. The engagement letter also provided for up to $25,000 in reimbursable fees to UBS and as of the expiration date of the agreement, there are no reimbursable fees incurred by the Company.

On June 5, 2023, Sio Silica Corporation entered into an engagement letter with UBS and BMO Capital Markets (“BMO” and together with UBS, the “Placement Agents”), pursuant to which the Placement Agents agreed to serve as co-placement agents in connection with a proposed PIPE offering of securities of Sio NewCo in connection with the Sio Business Combination. Pursuant to a separate letter agreement entered into on the same day between the Company and the Placement Agents, the Company agreed that, in the event that the Sio Business Combination is not consummated, it would reimburse the Placement Agents for its reasonable, documented, out of pocket expenses incurred by such Placement Agent in their role as Placement Agents up to an aggregate amount of $300,000.

Non-Redemption Agreement

Concurrently with the execution of the Business Combination Agreement, the Company and Sio Newco entered into a non-redemption agreement with a Pyrophyte shareholder with respect to 100,000 Class A ordinary shares held by such shareholder (the “Non-Redemption SPAC Shares”), pursuant to which, among other things, Pyrophyte agreed to issue 58,570 Class A ordinary shares to such shareholder in consideration of such shareholder’s commitment not to redeem the Non-Redemption SPAC Shares held by it in connection with the approval of the Sio Business Combination by Pyrophyte’s shareholders.

On April 25, 2025, the Company held an extraordinary general meeting of shareholders to approve an amendment to its Articles extending the deadline to consummate an initial business combination from April 29, 2025 to April 29, 2026. In connection with the meeting, holders of 4,776,757 public shares redeemed their shares for approximately $11.95 per share (or an aggregate of $57.1 million), resulting in approximately $18.1 million remaining in the Trust Account. Additionally, the Sponsor agreed to fund monthly extension contributions of the lesser of (i) $0.05 per Public Share or (ii) $150,000, beginning April 30, 2025 through the earlier of the completion of a business combination, liquidation, or April 29, 2026, up to an aggregate of $1.5 million, for which the Company issued a $1.5 million promissory note to the Sponsor.

Critical Accounting Policies and Estimates

Class A Ordinary Shares Subject to Possible Redemption

All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares subject to possible redemption have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Net (Loss) Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary share outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase Class A ordinary shares in the calculation of diluted (loss) income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted ~~income~~(loss) income per share is the same as basic (loss) income per share for the ~~period~~periods presented.

The Company historically had two classes of ordinary shares -- Class A ordinary shares and Class B ordinary shares. Upon the conversion event in April 2023 to convert the Class B ordinary shares into Class A ordinary shares, the Company now have redeemable and non-redeemable Class A ordinary shares. Income and losses are shared pro rata between the redeemable and non-redeemable Class A ordinary shares. Net income per share, basic and diluted for redeemable Class A ordinary shares is calculated by dividing the pro rata allocation of net income to redeemable Class A ordinary shares for the three and nine months ended September 30, 2024 and 2023 by the weighted average number of redeemable Class A ordinary shares outstanding for the periods. Net income per share basic and diluted for non-redeemable Class A ordinary shares is calculated by dividing the pro rata allocation of net income to non-redeemable ordinary shares or the for the three and nine months ended September 30, 2024 and 2023 by the weighted average number of non-redeemable Class A ordinary shares outstanding for the periods. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.34

The Company historically had two classes of ordinary shares -- Class A ordinary shares and Class B ordinary shares. Upon the conversion event in April 2023 to convert the Class B ordinary shares into Class A ordinary shares, the Company now have redeemable and non-redeemable Class A ordinary shares. Income and losses are shared pro rata between the redeemable and non-redeemable Class A ordinary shares. Net (loss) income per share, basic and diluted for redeemable Class A ordinary shares is calculated by dividing the pro rata allocation of net (loss) income to redeemable Class A ordinary shares for the nine months ended September 30, 2025 and 2024 by the weighted average number of redeemable Class A ordinary shares outstanding for the periods. Net (loss) income per share basic and diluted for non-redeemable Class A ordinary shares is calculated by dividing the pro rata allocation of net (loss) income to non-redeemable ordinary shares for the nine months ended September 30, 2025 and 2024 by the weighted average number of non-redeemable Class A ordinary shares outstanding for the periods. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Derivative Instruments

The Company issued 10,062,500 ~~Public Warrants~~public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed consolidated statements of income. The Company initially utilized a Monte Carlo simulation model to value the ~~Public~~public ~~Warrants~~warrants and Private Placement Warrants at each balance sheet date, with changes in fair value recognized in the unaudited condensed consolidated statements of income. Inherent in pricing models are assumptions and inputs used to arrive the fair value of the Public and Private Placement warrants. The subsequent measurements of the ~~Public~~public ~~Warrants~~warrants after the detachment of the ~~Public~~public ~~Warrants~~warrants from the Units on December 17, 2021 were classified as Level 1 due to the use of an observable market quote in an active market under the ticker PHYT.WS. ~~Since~~In the fourth quarter of fiscal ~~year~~ ~~2023~~year 2024, the ~~trading~~Company’s ~~volume for the~~ public warrants ~~has~~were ~~significantly~~delisted ~~reduced,~~from astrading. ~~such~~As ~~the~~of ~~Company~~September ~~had~~30, ~~reclassified~~2025, the fair value of public warrants ~~from~~was ~~Level~~determined 1using toa ~~Level~~combination ~~2 as~~ of ~~September~~Monte ~~30,~~Carlo ~~2024.~~and ~~The~~Binomial ~~close~~Lattice ~~price~~simulation ofmodels ~~the~~due ~~Public~~to ~~Warrant~~no ~~was~~trading ~~used~~activities asat or around the reporting period. The fair value of the ~~Public Warrants as of September 30, 2024. The~~ Private Placement Warrants ~~have~~were ameasured ~~make-whole~~by ~~provision~~reference ~~in place, which will enable them~~ to ~~have~~the aprice ~~fair~~of ~~value~~the public ~~similar~~warrants towhich ~~Public~~is ~~Warrants~~also asconsidered oflevel ~~September~~3 ~~30,~~fair ~~2024~~value instrument.

Both the First Extension ~~Notes~~Note and the IPO Working ~~Capital~~ Capital Loan (together, the “~~Convertible~~ Promissory Notes”), contain a conversion feature, for which upon maturity, the outstanding ~~principal~~ principal of the Promissory Notes, at the option of the Sponsor, may be converted into warrants identical to the Private Placement capital warrants. The Company determined that the conversion option should be bifurcated and accounted for as a derivative in accordance with ASC 815. ~~Although~~As ~~the exercise price~~ of ~~the~~September ~~underlying~~30, ~~warrants~~2025, ~~was lesser than~~ the closing price of the Company’s Class A ordinary shares asexceeded ofthe ~~September~~$11.50 ~~30,~~strike ~~2024,~~price at which holders of the ~~Company~~convertible ~~believes~~promissory ~~that~~notes could elect to convert. Accordingly, the ~~likelihood~~conversion ofoption was in-the-money, ~~Sponsor’s~~and ~~exercise~~the ofCompany measured the related conversion option toliability ~~convert~~at ~~the~~its fair value ~~Promissory~~as ~~Notes~~of tothat ~~warrants~~date. isThe deresulting ~~minimis.~~fair Asvalue was recognized as a ~~result,~~charge to earnings in the Company’s ~~recorded~~unaudited ~~zero~~condensed ~~liability~~consolidated statement ~~related~~of tooperations, ~~the~~with ~~conversion~~a ~~option~~corresponding current liability recorded on the ~~Promissory~~Company’s unaudited condensed consolidated balance ~~Notes~~sheet.

Cash (Investments) held in Trust Account

Our portfolio of investments held in the Trust Account was money market funds solely comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof, until February 2024 when those investments were liquidated and funds moved into an interest-bearing demand deposit. The investments held in the Trust Account ~~were~~ are classified as trading securities. Trading securities ~~were~~are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of ~~those~~these securities ~~were~~are included in gain on investments held in Trust Account on the statements of income. The estimated fair values of investments held in the Trust Account ~~were~~ are determined using available market information.

On April 24, 2024, the Company amended the Trust Agreement in order to align the Company’s investments held in the Trust Account to permit the Trustee to hold the assets in the Trust Account in an interest-bearing demand deposit account or cash until the earlier of the consummation of an initial business combination or the Company’s liquidation. On the same day, the Company instructed the Trustee to liquidate the investments held in the Trust Account and move the funds to an interest-bearing demand deposit account, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and the sale of the private placement warrants are no longer invested in U.S. government securities or money market funds.35

On April 24, 2024, the Company amended the Trust Agreement to permit the Trustee, to hold the assets in the Trust Account in an interest-bearing demand deposit account or cash until the earlier of the consummation of an initial business combination or the Company’s liquidation. On the same day, the Company instructed the Trustee to liquidate the investments held in the Trust Account and move the funds to an interest-bearing demand deposit account, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the initial public offering and the sale of the private placement warrants are no longer invested in U.S. government securities or money market funds.

Recent Accounting Standards

Refer to Note 2 of the unaudited condensed consolidated financial statements.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company,” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the unaudited condensed consolidated financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five (5) years following the completion of our ~~Initial~~ Public Offering or until we otherwise no longer qualify as an “emerging growth company.”

Recent Developments

On ~~October~~April 2925, ~~2024~~2025, we ~~received~~had ~~notice~~our Third Extension Meeting. In addition to voting on the Third Extension, shareholders holding an aggregate of 4,776,757 public shares exercised their right to redeem their shares at a price of approximately $11.95 per share from the ~~New~~funds ~~York~~held ~~Stock~~in ~~Exchange~~the ~~that~~Trust itAccount, ~~would~~leaving ~~suspend~~approximately $18.1 million in cash in the ~~listing~~Trust Account after satisfaction of such redemptions. In connection with the ~~Class A~~Third ~~ordinary~~Extension ~~shares~~Meeting, the Sponsor agreed to loan us lesser of (i) $0.05 per Public ~~Warrants~~Share ~~and~~or ~~Units~~(ii) ~~before~~$150,000 ~~market~~for ~~open~~each calendar month beginning on ~~October~~April 30, ~~2024~~2025 and ~~commence~~ending on ~~delisting~~the ~~proceedings~~earlier ~~with~~of ~~respect~~(i) ~~to such~~the ~~securities~~completion ~~because~~of ~~its~~a ~~Listed~~business ~~Company~~combination ~~Manual~~and ~~does~~(ii) ~~not~~the ~~permit~~date aof ~~special~~the ~~purpose~~our ~~acquisition~~liquidation ~~company~~in accordance with the terms of the Third Extension (the “Third Extension Contribution”), ~~such~~and ason April 25, 2025, the Company, toissued ~~remain listed~~the ~~for~~Third ~~more~~Extension ~~than~~Note to ~~three~~the ~~years~~Sponsor ~~after~~in ~~its~~the ~~initial~~amount ~~public~~of ~~offering~~$1.5 ~~Following~~million in connection with the ~~suspension,~~Second ~~our~~Extension ~~Class~~Contributions. AThe ~~ordinary~~Third ~~shares,~~Extension ~~Public~~Note ~~Warrants~~will fund ~~and~~extension ~~Units~~deposit ~~began~~of ~~trading~~lesser onof ~~the~~(i) ~~OTC~~$0.05 ~~Pink~~per ~~Marketplace~~Public ~~under~~Share ~~the~~or ~~symbols~~(ii) ~~“PHYTF~~$150,”000 ~~“PHYWF”~~for ~~and~~each ~~“PHYUF~~calendar month beginning on April 30,” 2025 until April ~~respectively~~29, 2026.

OnIn ~~November~~addition, 12on April 25, ~~2024~~2025, the Company amended weand ~~entered~~restated ~~into~~its anWorking ~~amendment~~Capital Convertible Promissory Note with the Sponsor to (a) extend the ~~Sio~~Maturity ~~Business~~Date ~~Combination~~thereunder ~~Agreement~~from ~~with~~the ~~Sio~~earlier of (i) April 29, ~~Sio~~2025 ~~Newco~~and (ii) the effective date of an initial business combination to the earlier of (i) the Extended Date and ~~Pyrophyte~~(ii) the ~~Newco~~effective date of an initial business combination and (b) increase the amount in which the Company may borrow thereunder from $1,840,616 to ~~pursuant~~$2,500,000. The Company may borrow under the Working Capital Convertible Promissory Note for ongoing expenses reasonably related to the ~~which~~business of the Company and the consummation of an initial business combination. The Sponsor will have the option, at any time on ~~parties~~or ~~thereto~~prior ~~agreed~~to the Maturity Date, to ~~extend~~convert up to $1,500,000 outstanding under the ~~outside~~Working ~~date~~Capital ~~from~~Convertible ~~November~~Promissory 13Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, ~~2024~~with each warrant entitling the holder to ~~December~~purchase 31one Class A Ordinary Share at a price of $11.50 per share, ~~2024~~subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.

2736

In addition, in connection with the approval of the Third Extension at the Extraordinary Meeting, on April 25, 2025, the Company amended its Trust Agreement to clarify that if the Sponsor fails to make a Third Extension Contribution within 45 days after the date in which a Third Extension Contribution was required to be deposited into the Trust Account, then Continental will be entitled to liquidate the Trust Account and distribute the proceeds thereof to the public shareholders in accordance with the terms of the Trust Agreement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial and accounting officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

InDisclosure ~~connection~~controls ~~with the preparation of this Quarterly Report, as of September 30, 2024, an evaluation was performed under the supervision~~ and ~~with~~procedures ~~the~~are ~~participation of our management, including~~designed ~~the~~to ~~CEO~~ensure ~~and~~that ~~CFO,~~information ofrequired ~~the~~to ~~effectiveness~~be ofdisclosed ~~our~~by ~~disclosure~~us ~~controls and procedures (as defined~~ in ~~Rule~~our ~~13a-15(e) under the~~ Exchange Act~~). Based~~ onreports ~~such~~is ~~evaluation~~recorded, ~~our CEO and CFO concluded that~~processed, ~~as of September 30~~summarized, ~~2024, our disclosure controls~~ and ~~procedures were not effective,~~reported ~~due~~within to the ~~material~~time ~~weaknesses~~periods inspecified ~~our internal control over financial reporting as we experienced difficulty~~ in the ~~accounting~~SEC’s rules and ~~reporting related to the existence of assets~~forms, ~~the accounting~~ and ~~reporting~~that ~~for~~such ~~the~~information ~~completeness~~is accumulated and ~~accuracy~~communicated ofto our ~~liabilities and the corresponding~~ ~~expenses~~management, asincluding ~~well~~our asprincipal ~~the~~executive ~~accounting~~officer ~~for~~and ~~complex~~principal financial ~~instruments,~~officer ~~and~~or ~~related~~persons ~~party~~performing ~~transactions~~similar ~~which~~functions, weas ~~experienced and reported~~appropriate asto aallow ~~material~~timely ~~weakness~~decisions inregarding ~~our~~required ~~Annual~~disclosure. ~~Report~~Disclosure oncontrols ~~Form~~and ~~10-K~~procedures ~~for the year ended December 31~~include, ~~2023.~~without ~~As a result~~limitation, wecontrols ~~performed additional analysis~~and asprocedures ~~deemed~~designed ~~necessary~~ to ensure that ~~our~~information ~~unaudited~~required ~~condensed~~to ~~consolidated~~be ~~financial~~disclosed ~~statements were prepared~~ in ~~accordance~~company ~~with~~reports ~~GAAP.~~filed ~~Accordingly, management~~or ~~believes~~submitted ~~that~~under the ~~unaudited~~Exchange ~~condensed~~Act ~~consolidated~~is accumulated ~~financial~~and ~~statements~~communicated ~~included~~to inmanagement, ~~this~~including ~~Quarterly~~our ~~Report~~principal ~~present~~executive ~~fairly~~officer ~~in all~~and ~~material~~principal ~~respects~~financial ~~our~~and ~~financial~~accounting ~~position~~officer, to ~~results~~allow oftimely ~~operations~~decisions ~~and~~regarding ~~cash~~required ~~flows for the periods presented~~disclosure.

In connection with the preparation of this quarterly report as of September 30, 2025, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, As of September 30, 2025, our disclosure controls and procedures were not effective as we experienced difficulty in the accounting and reporting related to the existence of assets, the accounting and reporting for the completeness and accuracy of our liabilities and the corresponding expenses, as well as the accounting for complex financial instruments, and related party transactions which we experienced and reported as a material weakness in our Annual Report on Form 10-K for the year ended December 31, 2024. As a result, we performed additional analysis as deemed necessary to ensure that our unaudited condensed consolidated financial statements were prepared in accordance with GAAP. Accordingly, management believes that the unaudited condensed consolidated financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There ~~was~~were no ~~change~~changes in our internal control ~~over~~ over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) ~~that occurred~~ during the ~~fiscal~~most ~~quarter~~recent fiscal ~~ended~~quarter ~~September 30, 2024 covered by this Quarterly Report on Form 10-Q~~ that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on ~~May~~February 2418, ~~2024.~~ 2026. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On November 12, 2024, we entered into an amendment to the Sio Business Combination Agreement with Sio, Sio Newco and Pyrophyte Newco, pursuant to which the parties thereto agreed to extend the outside date from November 13, 2024 to December 31, 2024. (“Amendment No. 1 to Sio BCA”), pursuant to which the parties thereto agreed to extend the outside date from November 13, 2024 to December 31, 2024.None

The foregoing description of Amendment No. 1 to Sio BCA is qualified in its entirety by reference to the full text of Amendment No. 1 to Sio BCA, which is filed as Exhibit 2.1 to this Quarterly Report and is incorporated herein by reference.

Item 6. Exhibits.

Exhibit Number		Description
2.1*		Amendment No. 1 to Business Combination Agreement, dated as of November 12, 2024, by and among Pyrophyte Acquisition Corp., Sio Silica Corporation, Snowbank NewCo Alberta ULCA and Sio Silica Incorporated.
31.1*		Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d) to 14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d) to 14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report Form 10-K, filed with the SEC on February 19, 2026).
3.2		Amendment No. 4 to the Company’s Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 28, 2026).
10.1		Promissory Note, dated as of April 28, 2026, issued to Pyrophyte Acquisition LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 28, 2026).
10.2		Fourth Amended and Restated Convertible Promissory Note, dated as of April 28, 2026, issued to Pyrophyte Acquisition LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 28, 2026).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101.

Filed herewith.

** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filingFurnished.

3038

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.

Dated: November 14, 2024	PYROPHYTE ACQUISITION CORP.
Dated: May 22, 2026	PYROPHYTE ACQUISITION CORP.
	By:	/s/ Bernard J. Duroc-Danner
	Name:	Bernard J. Duroc-Danner
	Title:	Chief Executive Officer and Chairman (Principal Executive Officer)
Dated: November 14, 2024	By:	/s/ Sten Gustafson
Dated: May 22, 2026	By:	/s/ Sten Gustafson
	Name:	Sten Gustafson
	Title:	Chief Financial Officer and Director (Principal Financial Officer)

3139

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