Note 1 – Description of Organization, Business Operations, Going Concern and Basis of Presentation

Pyrophyte Acquisition Corp. (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.

As of June 30, 2025, the Company had not yet commenced any operations. All activity for the period from February 12, 2021 (inception) through June 30, 2025 relates to the Company’s formation and the preparation of 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.

On November 13, 2023, the Company, Sio Silica Corporation, an Alberta corporation (“Sio”), Sio Silica Incorporated, a newly-formed Alberta corporation formed solely for the purpose of engaging in the Sio Business Combination and that is wholly owned by Feisal Somji, a nominee (“Nominee”) of Sio (“Sio Newco”), and Snowbank NewCo Alberta ULC, an Alberta unlimited liability corporation and wholly-owned subsidiary of the Company (“Pyrophyte Newco”) entered into a business combination agreement (as amended, the “Sio Business Combination Agreement” and the transactions contemplated thereby, the “Sio Business Combination”) subject to terms and conditions.

On October 29, 2024, the Company received notice from the New York Stock Exchange that it would suspend the listing of the Company’s Class A ordinary shares, public warrants and Units before market open on October 30, 2024 and commence delisting proceedings with respect to such securities because its Listed Company Manual does not permit a special purpose acquisition company, such as the Company, to remain listed for more than three years after the Company’s initial public offering. Following the suspension, the Company’s Class A ordinary shares, public warrants and Units began trading on the OTC Pink Marketplace under the symbols “PHYTF,” “PHYWF” and “PHYUF,” respectively.

The Company’s sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2021. On October 29, 2021, the Company consummated its Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $201,250,000, and incurring $181,216 in other offering costs, $2,625,000 in upfront underwriting fees (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,156,250 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250 (Note 4).

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.

 The 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 will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an initial business combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which Public Shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association (as amended, the “Articles”) provides that, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per share, plus any pro rata interest or dividend earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Class A ordinary shares were recorded at a redemption 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 Equity.”

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Articles, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a 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.

If 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).

The Sponsor 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.

First Extension 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.

Second Extension 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.

Third Extension Meeting

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 “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.

Fourth Extension Meeting

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.

 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 Public Share 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 June 30, 2025 and December 31, 2024, $3,078,676 and $2,370,000 respectively had been drawn on the Extension Notes and there were Trust Account deposits in connection with the Extension Notes, totaling $3,078,676.

Sio Business Combination

On November 13, 2023, the Company entered into a Sio Business Combination Agreement with Sio, Sio Newco, and Pyrophyte Newco, pursuant to which, among other things and subject to the terms and conditions contained therein, (i) the Company will transfer by way of continuation from the Cayman Islands to Alberta in accordance with the Cayman Islands Companies Act (as revised) (the “Companies Act”) and continue as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (the “ABCA”) (such continuation, the “Domestication”), (ii) following the Domestication, Pyrophyte will amalgamate with Sio Newco (the “SPAC Amalgamation”), with Sio Newco surviving the SPAC Amalgamation (“Pubco”) in accordance with the terms of a Plan of Arrangement (the “Plan of Arrangement”), and (iii) Sio and Pyrophyte Newco will amalgamate (the “Sio Amalgamation” and together with the SPAC Amalgamation, the “Amalgamations”), 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.

On November 12, 2024, the Company 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.

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.

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.

Liquidity and Capital Resources and Going Concern

As of June 30, 2025, the Company had $56 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.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – 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 assets or liabilities should the Company be required to liquidate after the Extended Date. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery 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.