Note 5 – Commitments & Contingencies

Registration and Shareholder Rights

The holders of Founder Shares and Private Placement Warrants that may be issued upon conversion of the first extension and Working Capital Loans, if any (and any Class A ordinary share 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 prior to the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock- up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company 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, less the underwriting discounts and commissions. The 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 deferred fee of 4.0% of the gross proceeds of the 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 June 8, 2023, we entered into an engagement letter with UBS, which was subsequently amended on October 26, 2023, pursuant to which the Company engaged UBS to act as its exclusive capital markets advisor with respect to the Sio Business Combination. Pursuant to such engagement letter, if the Sio Business Combination closes, UBS agreed to waive the $8,443,750 of deferred underwriting commission owed to it in connection with the Initial Public Offering in exchange for the right to receive a transaction fee of $5,000,000, plus an incentive fee of up to $3,443,750, each of which is payable upon the closing of the Sio Business Combination. In addition, certain members of our management team have agreed to offset a certain amount of fees that may be due to UBS under this engagement letter.

Investment Advisory Agreement

On November 5, 2021, the Company entered 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 intent with a potential target that has been introduced to it by Clean Energy, it shall pay Clean Energy a cash success fee of $40,000. Clean Energy shall also be paid a retainer of up to $40,000. This agreement was subsequently terminated. As of June 30, 2025 and December 31, 2024, there were no amounts incurred and accrued for Clean Energy.

Financial Advisory Agreements

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 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, 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.