Financial Overview - The company raised gross proceeds of $201,250,000 from the Initial Public Offering, with underwriting fees totaling $11,068,750 [115]. - As of June 30, 2024, the company had $206,281,250 in the Trust Account, which will be used for a business combination or returned to shareholders [118]. - The company has an outstanding balance of $1,381,742 under the IPO Working Capital Loans as of June 30, 2024, which may be converted into Private Placement Warrants at a price of $1.00 per warrant [146]. - The company incurred $35,000 and $15,000 in Sponsor administrative fees for the three months ended June 30, 2024 and 2023, respectively [144]. - The company has incurred increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs [132]. Business Combination Plans - The company extended the deadline for completing its initial business combination to April 29, 2025, with 2,683,126 public shares redeemed at approximately $11.35 per share, totaling about $30.4 million [121]. - A business combination agreement was signed with Sio on November 13, 2023, involving a transfer to Alberta, Canada, and amalgamation with Sio Newco [124]. - The company plans to issue 3,114,258 Pubco Class A Common Shares to PIPE Investors for a total of $20,122,474 in a private placement [125]. - The Sponsor agreed to loan the company $160,000 per month for up to $1.92 million to support the extension of the business combination deadline [119]. - The company issued a Second Extension Note for $1.08 million to fund monthly extension deposits until April 29, 2025 [121]. - The company has scheduled a liquidation date of April 29, 2025, if it cannot consummate an initial business combination by that date [139]. Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $50,866, with general and administrative expenses of $412,583 and a gain on cash held in the Trust Account of $867,824 [133]. - For the six months ended June 30, 2024, the company had a net income of $1,990,814, consisting of general and administrative expenses of $1,129,870 and a gain on cash and investments held in the Trust Account of $2,514,122 [135]. - As of June 30, 2024, the company had $1,877 in cash and no cash equivalents outside the Trust Account, indicating a need for capital to pursue its financing and acquisition plans [138]. Shareholder Transactions - In connection with the First Extension Meeting, holders of 11,151,163 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.56 per share, totaling approximately $118 million [147]. - The Sponsor converted 5,031,250 Class B ordinary shares into Class A ordinary shares on a one-for-one basis [120]. - The Company entered into a non-redemption agreement with a shareholder regarding 100,000 Class A ordinary shares, resulting in the issuance of 58,570 Class A ordinary shares to the shareholder [153]. - All Class A ordinary shares sold in the Initial Public Offering have a redemption feature, classified outside of permanent equity due to SEC guidance [154]. - The Company adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period [155]. Share Valuation and Reporting - Net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding, with diluted income per share being the same as basic income per share for the period presented [156]. - The Company had two classes of ordinary shares, with Class B shares converted to Class A shares in April 2023, affecting the calculation of net income per share [157]. - The Company issued 10,062,500 Public Warrants and 10,156,250 Private Placement Warrants, recognized as derivative liabilities at fair value [159]. - The fair value of Public Warrants was classified as Level 2 due to reduced trading volume, with the close price used as the fair value as of June 30, 2024 [159]. - The Company liquidated investments held in the Trust Account and moved funds to an interest-bearing demand deposit account as of April 24, 2024 [161]. Regulatory Classification - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [163]. - The Company is classified as a smaller reporting company and is not required to provide certain disclosures under the Exchange Act [165].

Financial Performance - For the year ended December 31, 2023, the company reported a net income of $2,530,622, with general and administrative expenses of $3,371,589 and a gain on investments held in the Trust Account of $6,003,305[270]. - For the year ended December 31, 2022, the company had a net income of $10,643,117, consisting of general and administrative expenses of $2,699,342 and a gain on investments held in the Trust Account of $3,351,889[271]. - For the year ended December 31, 2023, cash used in operating activities was $760,441, with a net income of $2,530,622[272]. - The Company has not generated any operating revenues to date, with activities focused on organizational efforts and identifying a target company for the initial business combination[269]. - The Company has incurred increased expenses due to being a public entity, including legal and compliance costs[269]. Business Combination and Financing - The company entered into a Business Combination Agreement with Sio on November 13, 2023, which includes plans for deregistration in the Cayman Islands and amalgamation with Sio Newco[260]. - The company plans to issue 3,114,258 Pubco Class A Common Shares to PIPE Investors for a total purchase price of $20,122,474 as part of the Sio Business Combination[262]. - The company has extended the deadline to complete its initial business combination to April 29, 2024, with a maximum loan amount of $1.92 million from the Sponsor[256]. - The Company plans to use funds held in the Trust Account to complete its initial Business Combination and for working capital[274]. - The liquidation deadline for the Company is April 29, 2025, raising substantial doubt about its ability to operate as a going concern if no business combination is completed[277]. Shareholder Activity - Shareholders redeemed approximately 11,151,163 Class A ordinary shares for cash at a redemption price of approximately $10.56 per share, totaling around $118 million[256]. - 2,683,126 Class A Ordinary Shares were redeemed at approximately $11.35 per share, totaling an aggregate redemption amount of approximately $30.4 million[309]. - Following the redemption, 6,290,711 public shares remain outstanding[309]. - Shareholders approved an extension for the initial business combination deadline from April 29, 2024, to April 29, 2025[309]. Cash and Debt Management - As of December 31, 2023, the Company had $1,253 in cash and no cash equivalents, raising concerns about its ability to continue as a going concern[276]. - The Company has an outstanding balance of $723,322 under the IPO Working Capital Loans as of December 31, 2023[289]. - The Sponsor has committed to loan the Company up to $1.5 million for working capital, which may be convertible into Private Placement Warrants at a price of $1.00 per warrant[289]. - The Company issued a promissory note to the Sponsor for $1.08 million related to the Second Extension Contributions[310]. - The Company amended the Working Capital Loan, increasing the principal amount from $1,500,000 to $1,840,616[306]. Trust Account and Assets - As of December 31, 2023, the company had drawn $960,000 on the Extension Note, with Trust Account deposits totaling $960,000 related to the Extension[256]. - The Company deposited $960,000 into the Trust Account, fulfilling its commitment of $1.92 million in cash contributions[307]. - The Trust Account assets were liquidated and moved to an interest-bearing demand deposit account[302]. Accounting and Compliance - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[304]. - Management does not anticipate that recently issued accounting standards will materially affect the consolidated financial statements[303]. - The Company recorded zero liability related to the conversion option on the Promissory Notes due to the exercise price being greater than the closing price of Class A shares[299]. - The Company issued 10,062,500 Public Warrants and 10,156,250 Private Placement Warrants, all recognized as derivative liabilities[298]. - The close price of the Public Warrant was used as the fair value as of December 31, 2023, with zero trading volume on that date[298].

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited financial statements, management's analysis of financial condition, market risk disclosures, and controls and procedures [Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The unaudited condensed financial statements for Pyrophyte Acquisition Corp. as of September 30, 2023, reflect its status as a blank check company with no operations and significant share redemptions [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The balance sheets highlight a substantial decrease in trust account assets and Class A shares subject to redemption due to shareholder redemptions Condensed Balance Sheet Highlights (Unaudited) | Financial Item | Sep 30, 2023 (USD) | Dec 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,933 | $13,372 | | Investments and cash held in Trust Account | $97,110,088 | $209,651,193 | | Total Assets | $97,648,201 | $210,012,487 | | **Liabilities & Equity** | | | | Total Liabilities | $13,033,873 | $11,504,350 | | Class A ordinary shares subject to possible redemption | $97,490,079 | $209,551,185 | | Total shareholders' deficit | ($12,895,751) | ($11,043,048) | - The significant decrease in 'Investments and cash held in Trust Account' and 'Class A ordinary shares subject to possible redemption' from December 2022 to September 2023 is primarily due to shareholder redemptions in connection with the business combination deadline extension[11](index=11&type=chunk)[33](index=33&type=chunk) [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The statements of operations show net income primarily driven by gains on trust investments and changes in derivative warrant liabilities Condensed Statements of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2023 (USD) | Three Months Ended Sep 30, 2022 (USD) | Nine Months Ended Sep 30, 2023 (USD) | Nine Months Ended Sep 30, 2022 (USD) | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | $547,392 | $254,584 | $1,574,892 | $2,034,395 | | Change in fair value of derivative warrant liabilities | $683,395 | $2,830,625 | $202,188 | $8,271,893 | | Gain on investments held in Trust Account | $1,226,102 | $1,023,730 | $4,723,284 | $1,391,133 | | **Net income** | **$1,362,105** | **$3,599,837** | **$3,350,580** | **$7,628,714** | - Net income for the three and nine months ended September 30, 2023, was primarily driven by gains on investments held in the Trust Account, partially offset by general and administrative expenses, with the change in fair value of derivative warrant liabilities also significantly impacting net income[14](index=14&type=chunk) [Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption%20and%20Shareholders'%20Deficit) This statement details significant Class A share redemptions and Class B share conversions during the nine months ended September 30, 2023 - During the nine months ended September 30, 2023, **11,151,163** Class A ordinary shares were redeemed for approximately **$117.7 million** in connection with the vote to approve the business combination extension[17](index=17&type=chunk)[33](index=33&type=chunk) - All **5,031,250** Class B ordinary shares were converted into Class A ordinary shares during the nine months ended September 30, 2023[17](index=17&type=chunk)[115](index=115&type=chunk) - The carrying value of Class A ordinary shares subject to redemption increased by **$5.2 million** during the nine months ended September 30, 2023, due to remeasurement to redemption value[63](index=63&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash flows for the period were primarily impacted by the redemption of Class A ordinary shares Cash Flow Summary (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2023 (USD) | Nine Months Ended Sep 30, 2022 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | ($203,494) | ($701,620) | | Net cash provided by investing activities | $117,264,389 | $0 | | Net cash used in financing activities | ($117,072,334) | $0 | | **Net decrease in cash** | **($11,439)** | **($701,620)** | - For the nine months ended September 30, 2023, cash flows were dominated by the redemption of Class A ordinary shares, reflected as a cash inflow from investing activities (release from Trust Account) and a nearly equal cash outflow from financing activities (payment to shareholders)[22](index=22&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's SPAC status, the Sio Silica business combination agreement, and a going concern uncertainty due to the approaching liquidation deadline - The Company is a blank check company that has not commenced operations and will not generate operating revenue until a business combination is complete[25](index=25&type=chunk)[26](index=26&type=chunk) - On November 13, 2023, the Company entered into a Business Combination Agreement with Sio Silica Corporation[27](index=27&type=chunk)[123](index=123&type=chunk) - The deadline to complete a business combination was extended from April 29, 2023, to April 29, 2024, leading to holders of **11,151,163** Class A shares redeeming their shares for approximately **$118 million**[31](index=31&type=chunk)[33](index=33&type=chunk) - Management has determined that liquidity conditions and the proximity to the liquidation date raise substantial doubt about the Company's ability to continue as a going concern[47](index=47&type=chunk)[144](index=144&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, non-operating income drivers, liquidity concerns, and the proposed business combination with Sio Silica Corporation [Overview and Business Combination Extension](index=25&type=section&id=Overview%20and%20Business%20Combination%20Extension) This section outlines the company's search for a business combination and the shareholder-approved extension of the deadline, leading to significant share redemptions - The company is a blank check company seeking a business combination with a target in the energy transition and decarbonization sector[127](index=127&type=chunk) - On April 24, 2023, shareholders approved extending the business combination deadline from April 29, 2023, to April 29, 2024[131](index=131&type=chunk) - In connection with the extension, holders of **11,151,163** Class A shares redeemed their shares for an aggregate of approximately **$118 million**[131](index=131&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) The results of operations primarily reflect net income derived from non-operating activities, such as investment gains and changes in warrant liability fair value Net Income Summary | Period | Net Income (USD) | Key Drivers | | :--- | :--- | :--- | | Q3 2023 | $1,362,105 | Gain on investments ($1.23M), Gain on warrant value ($0.68M), offset by G&A expenses ($0.55M) | | 9 Months 2023 | $3,350,580 | Gain on investments ($4.72M), Gain on warrant value ($0.20M), offset by G&A expenses ($1.57M) | | Q3 2022 | $3,599,837 | Gain on warrant value ($2.83M), Gain on investments ($1.02M), offset by G&A expenses ($0.25M) | | 9 Months 2022 | $7,628,714 | Gain on warrant value ($8.27M), Gain on investments ($1.39M), offset by G&A expenses ($2.03M) | [Liquidity, Capital Resources, and Going Concern](index=27&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Going%20Concern) The company faces substantial doubt about its ability to continue as a going concern due to limited liquidity and the impending business combination deadline - As of September 30, 2023, the Company had only **$1,933** in cash available outside the Trust Account[143](index=143&type=chunk) - Management has determined that the limited liquidity and the proximity to the April 29, 2024 liquidation deadline raise substantial doubt about the Company's ability to continue as a going concern[144](index=144&type=chunk) [Commitments and Contractual Obligations](index=28&type=section&id=Commitments%20and%20Contractual%20Obligations) This section details outstanding loans from the Sponsor for extensions and working capital, administrative service fees, and a significant success fee for the capital markets advisor - The Sponsor provides loans for extensions and working capital, with **$480,000** outstanding under the extension loan and **$171,055** under the working capital loan as of September 30, 2023, which may be converted into warrants[152](index=152&type=chunk)[154](index=154&type=chunk) - The Company pays its Sponsor **$5,000** per month for administrative support services, reduced from **$15,000** per month effective July 1, 2022[150](index=150&type=chunk) - The Company has re-engaged UBS as its exclusive capital markets advisor for the potential business combination, with a success fee of **$5,000,000** payable upon consummation[159](index=159&type=chunk) [Recent Developments - Proposed Business Combination](index=31&type=section&id=Recent%20Developments%20-%20Proposed%20Business%20Combination) The company entered into a definitive Business Combination Agreement with Sio Silica Corporation, involving re-domiciliation, amalgamations, and concurrent PIPE investment - On November 13, 2023, Pyrophyte entered into a Business Combination Agreement with Sio Silica Corporation[169](index=169&type=chunk) - The transaction structure includes Pyrophyte's domestication from the Cayman Islands to Alberta, Canada, followed by amalgamations resulting in Sio becoming a wholly-owned subsidiary of the new public entity, Pubco[169](index=169&type=chunk)[170](index=170&type=chunk) - Concurrent with the agreement, the company secured a PIPE investment of **$20.1 million** and entered into a Non-Redemption Agreement for **100,000** shares[181](index=181&type=chunk)[183](index=183&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Pyrophyte Acquisition Corp. is not required to provide market risk disclosures - As a smaller reporting company, Pyrophyte Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk[194](index=194&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of September 30, 2023, due to material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of September 30, 2023[196](index=196&type=chunk) - The ineffectiveness is due to material weaknesses in internal control over financial reporting related to recording accruals and accounting for complex financial instruments[196](index=196&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control[197](index=197&type=chunk) [PART II – OTHER INFORMATION](index=36&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, senior security defaults, mine safety disclosures, other information, and exhibits [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports no legal proceedings - There are no legal proceedings to report[199](index=199&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors.) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K filed on April 12, 2023[200](index=200&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the period - There were no unregistered sales of equity securities during the period[201](index=201&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There were no defaults upon senior securities[202](index=202&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[203](index=203&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) There is no other information to report - There is no other information to report[204](index=204&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) Key exhibits filed include the Business Combination Agreement and associated agreements for the PIPE investment, non-redemption, and sponsor support - Key exhibits filed include the Business Combination Agreement dated November 13, 2023, and associated agreements for the PIPE investment, non-redemption, and sponsor support[206](index=206&type=chunk)

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents Pyrophyte Acquisition Corp.'s unaudited condensed financial statements, including balance sheets, statements of operations, and cash flows, with notes on accounting policies and key events [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2023, total assets decreased to **$95.7 million** from **$210.0 million**, primarily due to share redemptions, while liabilities and shareholders' deficit increased Condensed Balance Sheet Summary (as of June 30, 2023 vs. December 31, 2022) | Metric | June 30, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$95,730,675** | **$210,012,487** | | Investments and cash held in Trust Account | $95,563,986 | $209,651,193 | | **Total Liabilities** | **$12,978,452** | **$11,504,350** | | Class A ordinary shares subject to possible redemption | $95,463,977 | $209,551,185 | | **Total shareholders' deficit** | **($12,711,754)** | **($11,043,048)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the six months ended June 30, 2023, net income decreased to **$1.99 million** from **$4.03 million** in 2022, mainly due to a negative change in derivative warrant liabilities Condensed Statements of Operations Summary (Unaudited) | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $1,027,500 | $1,779,811 | | Change in fair value of derivative warrant liabilities | ($481,207) | $5,441,268 | | Gain on investments held in Trust Account | $3,497,182 | $367,403 | | **Net income** | **$1,988,475** | **$4,028,877** | [Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption%20and%20Shareholders%27%20Deficit) During the six months ended June 30, 2023, **11.15 million** Class A ordinary shares were redeemed for **$117.7 million**, and all Class B shares converted to Class A, reducing shares subject to redemption - In connection with the business combination deadline extension, holders of **11,151,163 Class A ordinary shares** redeemed their shares for approximately **$118 million**[31](index=31&type=chunk) - On April 28, 2023, all **5,031,250 Class B Ordinary Shares** were converted into Class A Ordinary Shares on a one-for-one basis[31](index=31&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2023, operating activities used **$84,426**, while investing activities provided **$117.6 million** and financing activities used **$117.5 million**, resulting in a cash balance of **$1** Condensed Statements of Cash Flows Summary (Six Months Ended June 30, 2023) | Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($84,426) | | Net cash provided by investing activities | $117,584,389 | | Net cash used in financing activities | ($117,513,334) | | **Net decrease in cash** | **($13,371)** | | **Cash - end of period** | **$1** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's blank check status, IPO, business combination deadline extension, share redemptions, key accounting policies, related-party transactions, and a going concern uncertainty - The company is a blank check company formed to effect a Business Combination and has not commenced any operations as of **June 30, 2023**[24](index=24&type=chunk)[25](index=25&type=chunk) - On April 24, 2023, shareholders approved an extension for the company to complete an initial business combination from **April 29, 2023**, to **April 29, 2024**[29](index=29&type=chunk) - Management has determined that liquidity conditions and the proximity to the liquidation date raise substantial doubt about the Company's ability to continue as a **going concern**[46](index=46&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, results of operations, liquidity challenges due to share redemptions, a going concern uncertainty, and key commitments [Overview](index=23&type=section&id=Overview) The company is a blank check entity targeting the energy transition sector, which extended its business combination deadline to **April 29, 2024**, leading to significant Class A share redemptions - The company is a blank check company seeking a business combination with market leaders in the energy transition toward decarbonization and sustainable energy[120](index=120&type=chunk) - Shareholders approved extending the business combination deadline to **April 29, 2024**, which led to the redemption of **11,151,163 Class A ordinary shares** for approximately **$118 million**[125](index=125&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2023, net income was **$1,988,475**, driven by investment gains but offset by general and administrative expenses and a loss on derivative warrant liabilities Results of Operations Summary (Six Months Ended) | Metric | June 30, 2023 | June 30, 2022 | | :--- | :--- | :--- | | Net Income | $1,988,475 | $4,028,877 | | Key Drivers (2023) | Gain on investments ($3.5M), G&A expenses ($1.0M), Loss on warrant liabilities ($0.5M) | Gain on warrant liabilities ($5.4M), G&A expenses ($1.8M), Gain on investments ($0.4M) | [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2023, the company had **$1** in cash outside the Trust Account, which held **$95.6 million**, raising substantial doubt about its going concern ability due to limited cash and liquidation proximity - As of **June 30, 2023**, the Company had **$1** in cash and relies on funds held in the Trust Account and potential loans from its Sponsor for liquidity[138](index=138&type=chunk) - Management has concluded that the company's liquidity condition and the proximity to its liquidation date raise substantial doubt about its ability to continue as a **going concern**[139](index=139&type=chunk) [Commitments and Contractual Obligations](index=25&type=section&id=Commitments%20and%20Contractual%20Obligations) The company's primary commitments include deferred underwriting fees, a **$5,000** monthly administrative support agreement with its Sponsor, and convertible promissory notes for extension and working capital loans - The company has a deferred underwriting fee of **4% of gross proceeds** from the IPO, payable upon completion of a business combination[92](index=92&type=chunk)[144](index=144&type=chunk) - An administrative support agreement requires a payment of **$5,000 per month** to the Sponsor (amended from **$15,000** on **July 1, 2022**)[145](index=145&type=chunk) - The Sponsor has provided loans for the business combination extension (**$160,000 drawn**) and working capital (**$71,055 outstanding**), which may be converted into warrants[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) [Critical Accounting Policies and Estimates](index=27&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines critical accounting policies, including the classification of Class A ordinary shares subject to redemption, net income per share calculation, and accounting for warrants as derivative liabilities - **Class A Ordinary Shares Subject to Possible Redemption:** These shares are classified as temporary equity and adjusted to their redemption value at each reporting period[153](index=153&type=chunk)[154](index=154&type=chunk) - **Derivative Instruments:** All outstanding public and private warrants are recognized as derivative liabilities and re-measured to fair value each period, with changes recognized in the statement of operations[157](index=157&type=chunk)[158](index=158&type=chunk) - **Promissory Notes Conversion Option:** The conversion feature in the Sponsor's promissory notes is treated as a derivative, but was assigned zero liability as the likelihood of exercise was deemed de minimis[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Pyrophyte Acquisition Corp. is not required to provide disclosures about market risk - The company is a smaller reporting company and is not required to provide disclosures about market risk[163](index=163&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of **June 30, 2023**, due to material weaknesses in internal control over financial reporting - Management concluded that as of **June 30, 2023**, the company's disclosure controls and procedures were not effective[165](index=165&type=chunk) - The ineffectiveness is attributed to material weaknesses in internal control over financial reporting concerning the recording of accruals and accounting for complex financial instruments[165](index=165&type=chunk) [PART II–OTHER INFORMATION](index=30&type=section&id=PART%20II%E2%80%93OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports no legal proceedings - There are no legal proceedings to report[169](index=169&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors.) No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended **December 31, 2022** - No material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on **April 12, 2023** have occurred[170](index=170&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or changes in the use of proceeds - None reported[171](index=171&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, financial instruments, and executive certifications - Exhibits filed include corporate governance documents, financial instruments like a convertible promissory note, and required executive certifications[176](index=176&type=chunk)

PART I [Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The unaudited condensed financial statements for Pyrophyte Acquisition Corp. as of March 31, 2023, present the company's financial position with **$212.2 million** in assets and a **$1.0 million** net income [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2023, total assets increased to **$212.2 million**, total liabilities rose to **$12.7 million**, and the shareholders' deficit widened to **$12.4 million** Condensed Balance Sheet Highlights (in thousands) | Account | March 31, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $0.66 | $13.37 | | Investments and cash held in Trust Account | $211,998.82 | $209,651.19 | | **Total Assets** | **$212,239.08** | **$210,012.49** | | **Liabilities & Equity** | | | | Total Liabilities | $12,725.93 | $11,504.35 | | Class A ordinary shares subject to possible redemption | $211,898.81 | $209,551.19 | | Total shareholders' deficit | ($12,385.66) | ($11,043.05) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended March 31, 2023, net income was **$1,005,015**, primarily driven by gains on Trust Account investments, partially offset by warrant liability losses and administrative expenses Condensed Statements of Operations Highlights (in US Dollars) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $432,765 | $1,333,598 | | Change in fair value of derivative warrant liabilities | ($909,844) | $2,376,371 | | Gain on investments held in Trust Account | $2,347,624 | $76,359 | | **Net income** | **$1,005,015** | **$1,119,132** | | Basic and diluted net income per share | $0.04 | $0.04 | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2023, net cash used in operating activities significantly decreased to **$12,714**, resulting in an ending cash balance of **$658** - Net cash used in operating activities was **$12,714** for the three months ended March 31, 2023[23](index=23&type=chunk) - The ending cash balance was **$658** as of March 31, 2023, compared to **$731,560** as of March 31, 2022[23](index=23&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's blank check status, significant accounting policies, the business combination deadline extension, and management's going concern assessment - The company is a blank check company formed to effect a Business Combination and has not commenced any operations as of March 31, 2023[25](index=25&type=chunk)[26](index=26&type=chunk) - On April 24, 2023, shareholders approved extending the business combination deadline from April 29, 2023, to April 29, 2024[36](index=36&type=chunk) - In connection with the extension vote, holders of **11,151,163** Class A shares redeemed their shares for an aggregate of approximately **$117 million**, reducing the Trust Account balance to about **$95 million**[36](index=36&type=chunk) - Management has determined that liquidity conditions and the proximity to the liquidation date raise substantial doubt about the Company's ability to continue as a going concern[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, Q1 2023 financial performance, the business combination deadline extension, and the going concern assessment - The company is a blank check company seeking a business combination with a target in the energy transition and decarbonization sector[113](index=113&type=chunk) Results of Operations Summary (in US Dollars) | Period | Net Income | Key Drivers | | :--- | :--- | :--- | | Q1 2023 | $1,005,015 | Gain on investments held in Trust Account ($2.35M), offset by G&A expenses ($0.43M) and loss on warrant liabilities ($0.91M) | | Q1 2022 | $1,119,132 | Gain on warrant liabilities ($2.38M), offset by G&A expenses ($1.33M) | - Subsequent to the quarter end, on April 24, 2023, shareholders approved an extension for the initial business combination to April 29, 2024. This led to redemptions of **11,151,163** Class A shares for approximately **$117 million**[148](index=148&type=chunk)[149](index=149&type=chunk) - Management has determined that liquidity conditions and the proximity to the liquidation date raise substantial doubt about the Company's ability to continue as a going concern[129](index=129&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the Company is not required to provide quantitative and qualitative disclosures about market risk[153](index=153&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of March 31, 2023, due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of March 31, 2023[155](index=155&type=chunk) - A material weakness exists in internal control over financial reporting related to the accounting for accruals, contractual arrangements, complex financial instruments, and remeasurement of redeemable shares[156](index=156&type=chunk) - No changes were made to internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[157](index=157&type=chunk) PART II–OTHER INFORMATION [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports no legal proceedings - There are no legal proceedings to report[161](index=161&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors.) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on April 12, 2023, have occurred[162](index=162&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds - None[163](index=163&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) The report lists several exhibits, including a Convertible Promissory Note, CEO/CFO certifications, and Inline XBRL data files - Key exhibits include a Convertible Promissory Note with the Sponsor, CEO/CFO certifications (Sections 302 and 906), and XBRL files[168](index=168&type=chunk)

PART I [Business](index=7&type=section&id=ITEM%201.%20BUSINESS) Pyrophyte Acquisition Corp. is a Cayman Islands blank check company seeking a business combination within the energy transition ecosystem - The company is a special purpose acquisition company (SPAC) or "shell company" with no current operations, formed for the purpose of a business combination[18](index=18&type=chunk) Initial Public Offering and Trust Account Details | Metric | Value | Date | | :--- | :--- | :--- | | IPO Units Sold | 20,125,000 | October 29, 2021 | | Price per Unit | $10.00 | October 29, 2021 | | Gross Proceeds from IPO | $201,250,000 | October 29, 2021 | | Gross Proceeds from Private Placement | $10,156,250 | October 29, 2021 | | Amount Placed in Trust Account | $206,281,250 | October 29, 2021 | | Cash Held Outside Trust (Working Capital) | ~$1,000,000 | October 29, 2021 | | Trust Account Balance | $209,651,193 | December 31, 2022 | - The company's primary target for a business combination is within the **energy transition ecosystem**, focusing on products and technologies that support decarbonization[27](index=27&type=chunk) - The company must complete its initial business combination by **April 29, 2023** (18 months from its IPO closing), or it will be required to cease operations and liquidate the trust account[41](index=41&type=chunk) - There have been **significant recent changes in executive leadership**, with Sten L. Gustafson appointed CFO and Bernard J. Duroc-Danner appointed CEO, both effective March 30, 2023[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) [Risk Factors](index=14&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces risks from its blank check status, the uncertainty of a business combination, and potential conflicts of interest [Risks Related to Business Combination Search and Consummation](index=14&type=section&id=Risks%20Relating%20to%20our%20Search%20for%2C%20and%20Consummation%20of%20or%20Inability%20to%20Consummate%2C%20a%20Business%20Combination) The company's lack of operating history, a looming liquidation deadline, and regulatory hurdles pose significant risks to consummating a business combination - The company is a blank check entity with **no operating history**, making it difficult for investors to evaluate its ability to achieve its business objectives[49](index=49&type=chunk) - The requirement to complete a business combination by **April 29, 2023**, may give target businesses leverage in negotiations and could lead to liquidation if a deal is not consummated[58](index=58&type=chunk)[69](index=69&type=chunk) - The search for a business combination may be adversely affected by the **COVID-19 pandemic**, geopolitical conditions such as the invasion of Ukraine, and volatile debt and equity markets[60](index=60&type=chunk)[66](index=66&type=chunk) - There is a risk of being deemed an **investment company** under the Investment Company Act, which could force liquidation and reduce interest income for shareholders[97](index=97&type=chunk)[99](index=99&type=chunk)[101](index=101&type=chunk) - The company's Sponsor is controlled by a non-U.S. person, which may subject a potential business combination to review by the **Committee on Foreign Investment in the United States (CFIUS)**, potentially delaying or blocking a transaction[132](index=132&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk) [Risks Related to the Post-Business Combination Company](index=42&type=section&id=Risks%20Relating%20to%20the%20Post-Business%20Combination%20Company) The post-combination entity faces operational and financial risks, including asset impairment, dependence on key personnel, and increased financial leverage - The post-combination company may be forced to **write-down or write-off assets**, restructure operations, or incur impairment charges, which could negatively impact its financial condition and share price[137](index=137&type=chunk)[138](index=138&type=chunk) - The company's success is **dependent on key personnel**, and their loss after the business combination could negatively impact operations[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - The company may incur **substantial debt** to complete a business combination, which could adversely affect its leverage, financial condition, and ability to pay dividends[152](index=152&type=chunk)[153](index=153&type=chunk) - Completing a business combination with a single entity will result in a **lack of diversification**, making the company's prospects solely dependent on the performance of that one business[155](index=155&type=chunk)[156](index=156&type=chunk) [Risks Related to Foreign Operations](index=52&type=section&id=Risks%20Relating%20to%20Acquiring%20and%20Operating%20a%20Business%20in%20Foreign%20Countries) A business combination with a non-U.S. entity would expose the company to additional risks from currency fluctuations and foreign regulations - Acquiring a non-U.S. company would subject the business to various international risks, including **currency fluctuations, tariffs, trade barriers**, and unexpected regulatory changes[168](index=168&type=chunk)[170](index=170&type=chunk) - The company's results would be significantly influenced by the **economic, political, and legal conditions** of the country in which the target business operates[173](index=173&type=chunk) - Fluctuations in **foreign currency exchange rates** could adversely affect the company's financial condition and results of operations if it acquires a non-U.S. target[174](index=174&type=chunk) [Risks Related to the Management Team](index=53&type=section&id=Risks%20Relating%20to%20our%20Management%20Team) The management team faces conflicts of interest, lacks prior SPAC experience, and has received a "going concern" warning from its auditor - **None of the Sponsor, officers, or directors have previous experience** with a blank check or special purpose acquisition company, which could adversely affect the ability to consummate a business combination[176](index=176&type=chunk) - The company's independent registered public accounting firm's report includes an explanatory paragraph expressing **substantial doubt about the company's ability to continue as a "going concern"**[178](index=178&type=chunk)[179](index=179&type=chunk) - Officers and directors have other business commitments, creating **conflicts of interest** in how they allocate their time, which could negatively impact the search for a business combination[185](index=185&type=chunk)[186](index=186&type=chunk) - The Sponsor, officers, and directors will **lose their entire investment** in Founder Shares and Private Placement Warrants if a business combination is not completed, creating a conflict of interest[193](index=193&type=chunk)[195](index=195&type=chunk) [Risks Related to Securities](index=59&type=section&id=Risks%20Relating%20to%20our%20Securities) The company's securities face risks including potential delisting, warrant redemption, and earnings volatility from warrant liability accounting - Public shareholders have **no rights or interests in the Trust Account funds** except under limited circumstances such as a redemption or liquidation[199](index=199&type=chunk)[200](index=200&type=chunk) - The company's securities may be **delisted from the NYSE** if it fails to meet continued listing requirements, which would limit trading and liquidity[202](index=202&type=chunk)[203](index=203&type=chunk) - The company may **redeem unexpired warrants** prior to their exercise at a time that is disadvantageous to holders, potentially making them worthless[218](index=218&type=chunk)[219](index=219&type=chunk) - The company's warrants are accounted for as a **warrant liability** and are re-measured to fair value each period, which can cause volatility in reported earnings[223](index=223&type=chunk) [General Risk Factors](index=70&type=section&id=General%20Risk%20Factors) The company's status as an emerging growth company, its Cayman Islands incorporation, and a new federal excise tax present additional risks - As an **"emerging growth company,"** the company is subject to reduced disclosure and reporting requirements, which could make its securities less attractive to investors[228](index=228&type=chunk)[229](index=229&type=chunk) - The company's incorporation in the **Cayman Islands** may make it difficult for investors to enforce judgments from U.S. courts or protect their rights[234](index=234&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk) - A new **1% U.S. federal excise tax on stock buybacks** could be imposed on redemptions, potentially reducing cash available for a business combination[241](index=241&type=chunk)[242](index=242&type=chunk) [Properties](index=74&type=section&id=ITEM%202.%20PROPERTIES) The company utilizes office space provided by its Sponsor under an administrative support agreement with a reduced monthly fee - The company does not own any real estate and uses office space provided by its Sponsor under an **administrative support agreement**[245](index=245&type=chunk) - The monthly fee for office space and administrative support was initially $15,000 but was amended to **$5,000 per month** effective July 1, 2022[245](index=245&type=chunk) [Legal Proceedings](index=74&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any material legal proceedings - The company is **not involved in any material legal proceedings**[246](index=246&type=chunk) [Mine Safety Disclosures](index=74&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company's operations - The company has **no mine safety disclosures** to report[247](index=247&type=chunk) PART II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=74&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities trade on the NYSE, and it has not paid any cash dividends - The company's securities are traded on the NYSE under the symbols **PHYT.U (Units), PHYT (Class A ordinary shares), and PHYT WS (warrants)**[249](index=249&type=chunk) - The company has **never paid cash dividends** and has no plans to pay them before a business combination is completed[251](index=251&type=chunk) [Reserved](index=75&type=section&id=ITEM%206.%20RESERVED) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=75&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The company reported net income driven by non-cash gains but faces substantial doubt about its ability to continue as a going concern [Results of Operations](index=83&type=section&id=Results%20of%20Operations) The company generated no operating revenue, with net income primarily driven by non-cash gains on derivative warrant liabilities Results of Operations Summary | Description | For the Year Ended Dec 31, 2022 | For the Period Feb 12, 2021 to Dec 31, 2021 | | :--- | :--- | :--- | | General and administrative expenses | $(2,699,342) | $(347,872) | | Change in fair value of derivative warrant liabilities | $9,990,487 | $3,293,420 | | Gain on investments held in Trust Account | $3,351,889 | $18,046 | | **Net Income** | **$10,643,117** | **$2,484,049** | [Liquidity and Going Concern](index=77&type=section&id=Liquidity%20and%20Going%20Concern) Limited cash and an approaching business combination deadline raise substantial doubt about the company's ability to continue as a going concern Cash Position | Date | Cash Held Outside Trust Account | | :--- | :--- | | December 31, 2022 | $13,372 | | December 31, 2021 | $966,665 | - Management has determined that liquidity conditions raise **substantial doubt about the Company's ability to continue as a going concern** through the next year[273](index=273&type=chunk) [Commitments and Contractual Obligations](index=79&type=section&id=Commitments%20and%20Contractual%20Obligations) The company has contractual obligations for deferred underwriting fees, administrative support, and contingent financial advisory fees - The underwriter is owed a **deferred fee of 4%** of the gross proceeds from the IPO, payable upon completion of a business combination[279](index=279&type=chunk) - The company pays its Sponsor a **monthly fee for administrative support**, which was reduced from $15,000 to $5,000 on July 1, 2022[280](index=280&type=chunk) - The company engaged financial advisors, including UBS and Atrium Partners A/S, for potential transactions, with **fees contingent on closing a deal**[283](index=283&type=chunk)[284](index=284&type=chunk)[285](index=285&type=chunk) [Financial Statements and Supplementary Data](index=85&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section references the company's audited financial statements included in the report - The company's financial statements for the fiscal year ended December 31, 2022, are included in this report[302](index=302&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=85&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no disagreements with its accountants on accounting or financial disclosure matters - The company reports **no disagreements with its accountants**[303](index=303&type=chunk) [Controls and Procedures](index=86&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Disclosure controls were deemed ineffective due to a material weakness in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were **not effective** as of December 31, 2022[305](index=305&type=chunk) - A **material weakness in internal control** over financial reporting was identified related to the recording of accruals and accounting for complex financial instruments[306](index=306&type=chunk) - The company is implementing a **remediation plan** to address the material weakness, which includes enhancing processes to identify and record potential accruals[312](index=312&type=chunk)[314](index=314&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=88&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company details its leadership team, board structure, and recent executive changes effective March 30, 2023 Executive Officers and Directors (as of April 2023) | Name | Position | | :--- | :--- | | Sten L. Gustafson | Chief Financial Officer and Director | | Bernard J. Duroc-Danner | Chief Executive Officer and Chairman | | Bryan Guido Hassin | Director | | Per Hornung Pedersen | Director | | Adam Pierce | Director | - Effective March 30, 2023, **Sten L. Gustafson resigned as CEO and was appointed CFO**, and Bernard J. Duroc-Danner was appointed CEO[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk) - The board of directors has determined that Messrs. Hassin, Pedersen, and Pierce are **independent directors**[330](index=330&type=chunk) - The board has three standing committees: an **Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee**[331](index=331&type=chunk) [Executive Compensation](index=96&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Officers and directors receive no cash compensation, but the Sponsor is paid a monthly administrative fee - **No officers or directors have received cash compensation** for services rendered[343](index=343&type=chunk) - The company pays its Sponsor a **monthly fee for administrative services**, which was reduced from $15,000 to $5,000 on July 1, 2022[343](index=343&type=chunk) - The Sponsor, officers, and directors are **reimbursed for out-of-pocket expenses** related to identifying potential target businesses[346](index=346&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=98&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) The Sponsor holds 20% of outstanding ordinary shares, with officers and directors beneficially owning the same amount through the Sponsor Beneficial Ownership as of April 12, 2023 | Holder | Shares Beneficially Owned | Percentage of Outstanding | | :--- | :--- | :--- | | Pyrophyte Acquisition LLC (Sponsor) | 5,031,250 | 20.0% | | All officers and directors as a group | 5,031,250 | 20.0% | | Adage Capital Partners, L.P. | 1,575,000 | 6.3% | | Atlas Diversified Fund, Ltd. | 1,442,387 | 5.7% | - The Sponsor's voting and dispositive decisions require a majority vote of its board of managers, so **no single manager is deemed a beneficial owner** of the Sponsor's securities[353](index=353&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=101&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The company has multiple related party transactions with its Sponsor, including the sale of Founder Shares and Private Placement Warrants - The Sponsor purchased **5,031,250 Founder (Class B) shares** for an aggregate price of $25,000[356](index=356&type=chunk) - The Sponsor purchased **10,156,250 Private Placement Warrants** at $1.00 per warrant in a private placement concurrent with the IPO[357](index=357&type=chunk) - The Sponsor provided a **$300,000 non-interest-bearing loan** to cover IPO expenses, which was fully repaid in October 2021[361](index=361&type=chunk) - The company pays the Sponsor a **monthly fee for administrative support**, which was reduced from $15,000 to $5,000 in July 2022[363](index=363&type=chunk) [Principal Accounting Fees and Services](index=103&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) The company discloses fees paid to its independent auditor, Marcum LLP, which are pre-approved by the audit committee Fees Paid to Marcum LLP | Fee Category | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Audit Fees | $128,750 | $86,597 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $11,330 | $0 | | All Other Fees | $0 | $0 | - The audit committee **pre-approves all audit and non-audit services** provided by the independent auditor[369](index=369&type=chunk) [Exhibit and Financial Statement Schedules](index=105&type=section&id=ITEM%2015.%20EXHIBIT%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the exhibits filed as part of the Form 10-K report Financial Statements [Report of Independent Registered Public Accounting Firm](index=107&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern - The auditor's report contains a **"going concern" qualification**, citing substantial doubt about the company's ability to continue operations due to the need to complete a business combination by April 29, 2023[375](index=375&type=chunk) [Financial Statements](index=109&type=section&id=Financial%20Statements) The financial statements show total assets of $210.0 million, primarily in the Trust Account, and net income driven by non-operating items Balance Sheet Summary (as of Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $13,372 | | Investments and cash held in Trust Account | $209,651,193 | | **Total Assets** | **$210,012,487** | | **Liabilities & Equity** | | | Total Liabilities (incl. deferred underwriting & warrants) | $11,504,350 | | Class A ordinary shares subject to possible redemption | $209,551,185 | | Total shareholders' deficit | $(11,043,048) | Statement of Operations Summary (Year Ended Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | General and administrative expenses | $(2,699,342) | | Change in fair value of derivative warrant liabilities | $9,990,487 | | Gain on investments held in Trust Account | $3,351,889 | | **Net Income** | **$10,643,117** | [Notes to Financial Statements](index=114&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's accounting policies, related party transactions, and the significant risks related to its going concern status [Note 1 - Business Operations and Going Concern](index=114&type=section&id=Note%201%20-%20Business%20Operations%20and%20Going%20Concern) This note describes the company's status as a SPAC and formally discloses substantial doubt about its ability to continue as a going concern - The company must complete a Business Combination within 18 months from its IPO, by **April 29, 2023**, or it will be forced to liquidate[402](index=402&type=chunk) - Management has determined that liquidity conditions raise **substantial doubt** about the Company's ability to continue as a going concern[410](index=410&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=117&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines key accounting policies, including the classification of public shares as temporary equity and warrants as derivative liabilities - All Class A ordinary shares sold in the IPO are classified as **temporary equity** outside of the shareholders' deficit section because they are subject to possible redemption[420](index=420&type=chunk) - The company's public and private warrants are treated as **derivative liabilities** and are re-measured to fair value at each reporting date[427](index=427&type=chunk)[428](index=428&type=chunk) [Note 4 - Related Party Transactions](index=122&type=section&id=Note%204%20-%20Related%20Party%20Transactions) This note details transactions with the Sponsor, including the purchase of Founder Shares and Private Placement Warrants at favorable terms - The Sponsor purchased Founder Shares at approximately **$0.004 per share**[434](index=434&type=chunk) - The Sponsor purchased over **10 million Private Placement Warrants at $1.00 each**[436](index=436&type=chunk) - The Sponsor may provide up to **$1,500,000 in working capital loans**, which may be convertible into warrants[440](index=440&type=chunk) [Note 6 - Derivative Warrant Liabilities](index=126&type=section&id=Note%206%20-%20Derivative%20Warrant%20Liabilities) This note explains the accounting for warrants as liabilities and details their redemption features - The company's **20,218,750 public and private warrants** are accounted for as derivative liabilities at fair value, with changes in fair value reported in the statement of operations[453](index=453&type=chunk) - The company can redeem outstanding public warrants for $0.01 each if the closing price of Class A shares equals or exceeds **$18.00** for 20 of 30 trading days[460](index=460&type=chunk) - The company can also redeem outstanding public warrants for $0.10 each if the closing price of Class A shares equals or exceeds **$10.00** for 20 of 30 trading days, subject to certain conditions[461](index=461&type=chunk)

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed financial statements and management's analysis for Pyrophyte Acquisition Corp [Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements.) Presents unaudited condensed financial statements for Pyrophyte Acquisition Corp. as of September 30, 2022 [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Presents the company's financial position as of September 30, 2022, including assets, liabilities, and shareholders' deficit | Financial Item | September 30, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Cash | $265,075 | $966,695 | | Investments and cash held in Trust Account | $207,690,429 | $206,299,296 | | Total Assets | $208,395,601 | $207,945,686 | | Total Liabilities | $12,901,867 | $20,080,666 | | Class A ordinary shares subject to possible redemption | $207,590,429 | $206,281,250 | | Total shareholders' deficit | $(12,096,695) | $(18,416,230) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) Details the company's net income for the three and nine months ended September 30, 2022, driven by non-cash gains | Item | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $254,584 | $2,034,395 | | Change in fair value of derivative warrant liabilities | $2,830,625 | $8,271,893 | | Gain on investments held in Trust Account | $1,023,730 | $1,391,133 | | **Net income (loss)** | **$3,599,837** | **$7,628,714** | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Outlines cash flows for the nine months ended September 30, 2022, showing net cash used in operating activities - Net cash used in operating activities for the nine months ended September 30, 2022, was **$662,120**[20](index=20&type=chunk) - The company's cash balance decreased by **$701,620** during the first nine months of 2022, ending at **$265,075**[20](index=20&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Provides detailed disclosures on the company's formation, accounting policies, going concern, and related party transactions - The company is a blank check company that consummated its IPO of **20,125,000 units** on October 29, 2021, raising gross proceeds of **$201,250,000**[23](index=23&type=chunk)[25](index=25&type=chunk) - Management has determined that liquidity conditions raise substantial doubt about the Company's ability to continue as a going concern, as the liquidation deadline is within the next twelve months if a Business Combination is not consummated[41](index=41&type=chunk)[42](index=42&type=chunk) - All outstanding warrants (**10,062,500 Public Warrants** and **10,156,250 Private Placement Warrants**) are recognized as derivative liabilities at fair value, with changes in fair value recognized in the statement of operations[63](index=63&type=chunk)[90](index=90&type=chunk) - The Sponsor paid **$25,000** for **5,031,250 Class B Founder Shares** and purchased **10,156,250 Private Placement Warrants** at **$1.00** each[71](index=71&type=chunk)[73](index=73&type=chunk) - The Sponsor also provides administrative support for a monthly fee, which was reduced from **$15,000** to **$5,000** on July 1, 2022[79](index=79&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, liquidity, and going concern uncertainty - The company is a blank check company seeking a business combination with a target in the energy transition sector, focusing on decarbonization and sustainable energy[117](index=117&type=chunk) - For the nine months ended September 30, 2022, the company had a net income of **$7,628,714**, consisting of a **$8,271,893** gain in fair value of derivative warrant liabilities and a **$1,391,133** gain on marketable securities, offset by **$2,034,395** in operating costs[125](index=125&type=chunk) - Management has determined that there is substantial doubt about the company's ability to continue as a going concern due to limited cash (**$265,075** as of Sept 30, 2022) and the approaching deadline to consummate a business combination[134](index=134&type=chunk)[135](index=135&type=chunk) - The administrative support agreement with the Sponsor was amended on July 1, 2022, reducing the monthly fee from **$15,000** to **$5,000**[142](index=142&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, the company is not required to provide market risk disclosures - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[155](index=155&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls were ineffective due to a material weakness in financial reporting - Management concluded that disclosure controls and procedures were not effective as of September 30, 2022[157](index=157&type=chunk) - A material weakness was identified in internal control over financial reporting related to recording accruals and accounting for complex financial instruments[158](index=158&type=chunk) - The company plans to enhance its processes, including increased communication with third-party service providers and additional review procedures, to remediate the material weakness[160](index=160&type=chunk) [PART II–OTHER INFORMATION](index=42&type=section&id=PART%20II%E2%80%93OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and other miscellaneous disclosures [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports no legal proceedings - There are no legal proceedings to report[163](index=163&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.Risk%20Factors.) This section highlights key risks including regulatory changes, geopolitical events, and investment company status - Proposed SEC rules for SPACs, if adopted, may materially adversely affect the company's ability to negotiate and complete its initial business combination and may increase costs and time[166](index=166&type=chunk) - The search for a business combination may be adversely affected by the COVID-19 outbreak and geopolitical conditions, such as the invasion of Ukraine by Russia, which create market volatility and disruptions[167](index=167&type=chunk)[171](index=171&type=chunk) - There is a risk the company could be deemed an investment company under the Investment Company Act, which could force liquidation[174](index=174&type=chunk) - To mitigate this, the company may liquidate the securities in the Trust Account and hold cash, which would likely result in minimal to no interest income[176](index=176&type=chunk)[177](index=177&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reports no unregistered sales of equity securities - None[180](index=180&type=chunk) [Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[181](index=181&type=chunk) [Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[182](index=182&type=chunk) [Other Information](index=47&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[183](index=183&type=chunk) [Exhibits](index=48&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including certifications by the Chief Executive Officer and Chief Financial Officer as required by the Sarbanes-Oxley Act, and XBRL data files - Exhibits filed include CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, along with XBRL Instance Documents and related taxonomy files[185](index=185&type=chunk)

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements.) The unaudited statements show the company's pre-business combination status, with a net income of $4.0 million for H1 2022 driven by non-cash gains [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Highlights (Unaudited) | Financial Item | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $395,164 | $966,695 | | Investments and cash held in Trust Account | $206,666,699 | $206,299,296 | | Total Assets | $207,612,968 | $207,945,686 | | **Liabilities & Equity** | | | | Total Liabilities | $15,719,071 | $20,080,666 | | Derivative warrant liabilities | $6,065,625 | $11,506,893 | | Class A ordinary shares subject to possible redemption | $206,566,699 | $206,281,250 | | Total shareholders' deficit | $(14,672,802) | $(18,416,230) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statements of Operations Highlights (Unaudited) | Financial Item | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Loss from operations | $(446,213) | $(1,779,811) | | Change in fair value of derivative warrant liabilities | $3,064,897 | $5,441,268 | | Gain on investments held in Trust Account | $291,044 | $367,403 | | **Net income (loss)** | **$2,909,745** | **$4,028,877** | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) - For the six months ended June 30, 2022, **net cash used in operating activities was $571,531**, resulting from a net income of $4.0 million adjusted primarily for a non-cash gain of $5.4 million from the change in fair value of derivative warrant liabilities and a $0.4 million gain on investments[21](index=21&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) - The Company is a blank check company that consummated its **Initial Public Offering (IPO) on October 29, 2021**, raising gross proceeds of **$201.25 million**[25](index=25&type=chunk)[27](index=27&type=chunk) - The Company has until **April 29, 2023**, to complete a Business Combination, or it will be required to cease operations and redeem all public shares[37](index=37&type=chunk) - Management identified and restated errors in its Q1 2022 financial statements related to **overstated accrued expenses and understated deferred legal fees**[46](index=46&type=chunk) - Management determined there is **substantial doubt about the Company's ability to continue as a going concern** due to the impending business combination deadline[44](index=44&type=chunk)[45](index=45&type=chunk) - The Company's outstanding warrants are classified as derivative liabilities, resulting in a **non-cash gain of $5,441,268** for the six months ended June 30, 2022, due to a decrease in their fair value[69](index=69&type=chunk)[115](index=115&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company seeking an energy transition business combination, its financial results, and going concern doubts - The company is a blank check company seeking to acquire a business in the **energy transition sector**, focusing on technologies that support decarbonization[122](index=122&type=chunk) - As of the IPO closing, **$206,281,250 ($10.25 per unit) of net proceeds were placed in a trust account**, and the company has until April 29, 2023, to complete an initial business combination[125](index=125&type=chunk)[127](index=127&type=chunk) - For the six months ended June 30, 2022, the company had a **net income of $4,028,877**, driven by a **$5,441,268 gain in fair value of derivative warrant liabilities** that offset operating costs[129](index=129&type=chunk) - Management has determined that liquidity conditions raise **substantial doubt about the Company's ability to continue as a going concern** for the next year[139](index=139&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company is exempt from this disclosure requirement as it qualifies as a smaller reporting company - As a smaller reporting company, the registrant is **not required to provide** quantitative and qualitative disclosures about market risk[158](index=158&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls were ineffective due to a material weakness in financial reporting related to accruals and complex financial instruments - Management concluded that as of June 30, 2022, the company's **disclosure controls and procedures were not effective**[160](index=160&type=chunk) - A **material weakness in internal control over financial reporting** was identified related to the process of recording accruals and the accounting of complex financial instruments[161](index=161&type=chunk) [PART II–OTHER INFORMATION](index=41&type=section&id=PART%20II%E2%80%93OTHER%20INFORMATION) [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports no current legal proceedings - The company has **no legal proceedings** to report[166](index=166&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors.) Key risks include a material weakness in internal controls, potential adverse effects from proposed SEC rules for SPACs, and macroeconomic uncertainties - A **material weakness in internal control over financial reporting** has been identified, which could adversely affect investor confidence and timely financial reporting[168](index=168&type=chunk)[169](index=169&type=chunk) - **Proposed SEC rules related to SPACs** could materially and adversely affect the company's ability to complete its initial business combination and may increase associated costs[173](index=173&type=chunk) - The search for a business combination may be **materially and adversely affected by global events**, including the COVID-19 outbreak and the invasion of Ukraine by Russia[174](index=174&type=chunk)[177](index=177&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company details the use of proceeds from its IPO and private placement, with $206.3 million placed in its trust account - On October 29, 2021, the company consummated its IPO of 20,125,000 units, generating **gross proceeds of $201,250,000**[182](index=182&type=chunk) - Simultaneously with the IPO, the company sold 10,156,250 private placement warrants to its sponsor, generating **proceeds of $10,156,250**[183](index=183&type=chunk) - A total of **$206,281,250** from the IPO and private placement was deposited into the Trust Account[185](index=185&type=chunk) [Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[186](index=186&type=chunk) [Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure requirement is not applicable to the company - Not applicable[187](index=187&type=chunk) [Other Information](index=44&type=section&id=Item%205.%20Other%20Information) The company reports no other information for disclosure - None[188](index=188&type=chunk) [Exhibits](index=45&type=section&id=Item%206.%20Exhibits.) This section lists filed exhibits, including officer certifications required by the Sarbanes-Oxley Act and XBRL data files - The report includes **CEO and CFO certifications** as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[189](index=189&type=chunk)

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) Presents the company's unaudited condensed financial statements, management's discussion and analysis, and disclosures on controls and market risk [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) Presents unaudited condensed financial statements for Q1 2022, reporting a net income of $1.83 million primarily from derivative warrant fair value changes Condensed Balance Sheets | | March 31, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | **Total Assets** | **$207,771,536** | **$207,945,686** | | Investments and cash held in Trust Account | $206,375,655 | $206,299,296 | | **Total Liabilities** | **$18,075,923** | **$20,080,666** | | Derivative warrant liabilities | $9,130,522 | $11,506,893 | | **Total shareholders' deficit** | **($16,585,637)** | **($18,416,230)** | Condensed Statements of Operations | | For The Three Months Ended March 31, 2022 | For The Period From Feb 12, 2021 (Inception) Through March 31, 2021 | | :--- | :--- | :--- | | Loss from operations | ($622,137) | ($6,827) | | Change in fair value of derivative warrant liabilities | $2,376,371 | — | | Gain on investments held in Trust Account | $76,359 | — | | **Net income (loss)** | **$1,830,593** | **($6,827)** | Condensed Statements of Cash Flows | | For The Three Months Ended March 31, 2022 | | :--- | :--- | | Net cash used in operating activities | ($231,495) | | Net cash used in financing activities | ($3,640) | | **Net decrease in cash** | **($235,135)** | | **Cash - end of period** | **$731,560** | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Details the company's formation, IPO, and business combination objective, highlighting going concern doubts and derivative warrant accounting - The company is a blank check entity focused on a Business Combination, with operations limited to formation, IPO, and target search[22](index=22&type=chunk)[23](index=23&type=chunk) - The IPO on October 29, 2021, generated **$201.25 million** gross proceeds from **20,125,000 units**, alongside **$10.16 million** from private placement warrants[24](index=24&type=chunk)[25](index=25&type=chunk) - Management identified substantial doubt about the company's ability to continue as a going concern due to liquidity conditions[32](index=32&type=chunk)[33](index=33&type=chunk) - All warrants are classified as derivative liabilities, re-measured at fair value, resulting in a **$2.38 million** gain in Q1 2022[57](index=57&type=chunk)[76](index=76&type=chunk)[96](index=96&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, focusing on the search for an energy transition business combination, Q1 2022 net income, and going concern risks - The company seeks a business combination with market leaders in the energy transition sector, focusing on decarbonization and sustainable energy technologies[102](index=102&type=chunk) Financial Summary | Metric | Q1 2022 | Period from Feb 12, 2021 to Mar 31, 2021 | | :--- | :--- | :--- | | **Net Income (Loss)** | **$1,830,593** | **($6,827)** | | Operating Costs | ($622,137) | ($6,827) | | Gain on Fair Value of Warrants | $2,376,371 | N/A | | Gain on Marketable Securities | $76,359 | N/A | - Management identified substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity outside the trust account[115](index=115&type=chunk)[116](index=116&type=chunk) - The company has an administrative support agreement with its Sponsor for **$15,000 per month** and a potential **$3 million** advisory fee to UBS upon de-SPAC transaction closing[122](index=122&type=chunk)[124](index=124&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information for this item[136](index=136&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and procedures were not effective as of March 31, 2022, due to a material weakness in accrual recording, with remediation plans underway - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2022[138](index=138&type=chunk) - A material weakness in internal control over financial reporting was identified regarding accrual recording, with errors remedied in the financial statements[139](index=139&type=chunk) - The company plans to enhance accrual processes through increased communication and additional review procedures[141](index=141&type=chunk) [PART II–OTHER INFORMATION](index=27&type=section&id=PART%20II%E2%80%93OTHER%20INFORMATION) Contains other information including legal proceedings, risk factors, equity sales, and exhibits [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports no legal proceedings - The company has no legal proceedings to report[144](index=144&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.Risk%20Factors.) No material changes to risk factors, but new SEC proposed rules on SPACs could adversely impact the ability to complete a business combination - Changes in laws or regulations, specifically the SEC's proposed rules on SPACs from March 30, 2022, could adversely affect the business[146](index=146&type=chunk)[147](index=147&type=chunk) - If adopted, these proposed SEC rules may materially and adversely affect the company's ability to complete its initial business combination, increasing costs and timeline[147](index=147&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) Details proceeds from the October 29, 2021 IPO and private placement of warrants, with **$206.28 million** deposited into the Trust Account Transaction Summary | Transaction | Units/Warrants | Price per Security | Gross Proceeds | | :--- | :--- | :--- | :--- | | Initial Public Offering | 20,125,000 Units | $10.00 | $201,250,000 | | Private Placement | 10,156,250 Warrants | $1.00 | $10,156,250 | - A total of **$206.28 million** from IPO and private placement gross proceeds was placed in the Trust Account[151](index=151&type=chunk) [Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company has no defaults upon senior securities to report[152](index=152&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[153](index=153&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company has no other information to report[154](index=154&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits.) Lists exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL data files - The report includes CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[156](index=156&type=chunk)[157](index=157&type=chunk) - Various XBRL Instance and Taxonomy documents are also filed as exhibits[156](index=156&type=chunk)

Part I [Business](index=7&type=section&id=ITEM%201.%20BUSINESS.) Pyrophyte Acquisition Corp. is a SPAC focused on energy transition, with $206.3 million in trust, seeking a business combination by April 2023 - The company is a Special Purpose Acquisition Company (SPAC) or blank check company, with no current operations, formed for the purpose of a business combination[16](index=16&type=chunk) Initial Public Offering (IPO) and Trust Account Details | Metric | Value | Date | | :--- | :--- | :--- | | **IPO Units** | 20,125,000 | October 29, 2021 | | **Price per Unit** | $10.00 | October 29, 2021 | | **Gross Proceeds from IPO** | $201,250,000 | October 29, 2021 | | **Private Placement Warrants Proceeds** | $10,156,250 | October 29, 2021 | | **Amount Placed in Trust Account** | $206,281,250 | October 29, 2021 | | **Cash Held Outside Trust (Working Capital)** | ~$1,000,000 | As of IPO Close | - The company intends to focus its search for a target business within the energy transition ecosystem, including renewable power, energy storage, and carbon capture technologies[25](index=25&type=chunk) - The initial business combination must have a fair market value equal to at least 80% of the net assets held in the Trust Account at the time of the agreement[26](index=26&type=chunk) - If a business combination is not completed by April 29, 2023, the company will cease operations and redeem public shares, returning the funds from the Trust Account to shareholders[39](index=39&type=chunk) [Risk Factors](index=14&type=section&id=ITEM%201A.%20RISK%20FACTORS.) As a blank check company, Pyrophyte faces significant risks including failure to complete a business combination, market competition, and post-acquisition challenges [Risks Relating to the Search for and Consummation of a Business Combination](index=14&type=section&id=Risks%20Relating%20to%20our%20Search%20for,%20and%20Consummation%20of%20or%20Inability%20to%20Consummate,%20a%20Business%20Combination) Risks include the 18-month deadline, intense competition, and potential liquidation if a suitable business combination is not secured - The company is a recently incorporated entity with no operating history or revenues, providing no basis for investors to evaluate its ability to achieve its business objective[11](index=11&type=chunk)[44](index=44&type=chunk) - The requirement to consummate a business combination within 18 months may give potential targets leverage in negotiations and limit due diligence time[52](index=52&type=chunk)[53](index=53&type=chunk) - The COVID-19 pandemic and other market factors could adversely affect the search for a target and the ability to consummate a transaction[54](index=54&type=chunk)[56](index=56&type=chunk) - Significant competition for business combination opportunities from other SPACs, private equity, and other entities may make it more difficult and costly to complete a transaction[67](index=67&type=chunk)[68](index=68&type=chunk) - If the company fails to complete an initial business combination, it will be forced to liquidate, and public shareholders may only receive approximately **$10.25 per share**, while warrants will expire worthless[58](index=58&type=chunk)[67](index=67&type=chunk) [Risks Relating to the Post-Business Combination Company](index=35&type=section&id=Risks%20Relating%20to%20the%20Post-Business%20Combination%20Company) Post-combination risks involve potential asset write-downs, reliance on key personnel, increased debt, and lack of business diversification - The company may be forced to write-down or write-off assets or incur impairment charges post-combination, which could negatively affect financial results and share price[120](index=120&type=chunk) - The company's future success is dependent on key personnel, some of whom may join after the business combination, and the loss of such personnel could negatively impact operations[125](index=125&type=chunk)[126](index=126&type=chunk) - The company may incur substantial debt to complete a business combination, which could increase financial risk and negatively impact shareholder value[135](index=135&type=chunk) - Completing a business combination with a single target will result in a lack of diversification, making the company's prospects solely dependent on the performance of that one business[138](index=138&type=chunk)[139](index=139&type=chunk) [Risks Relating to Acquiring and Operating a Business in Foreign Countries](index=46&type=section&id=Risks%20Relating%20to%20Acquiring%20and%20Operating%20a%20Business%20in%20Foreign%20Countries) Acquiring a non-U.S. business introduces risks from currency fluctuations, trade barriers, and diverse regulatory environments - A business combination with a non-U.S. company would subject the company to additional risks, including currency fluctuations, tariffs, trade barriers, and unexpected changes in regulatory requirements[151](index=151&type=chunk)[153](index=153&type=chunk) - Post-combination, the company's results would be subject to the economic, political, and legal conditions of the country in which the target operates[156](index=156&type=chunk) [Risks Relating to our Management Team](index=47&type=section&id=Risks%20Relating%20to%20our%20Management%20Team) Management risks include lack of SPAC experience, time allocation conflicts, and financial incentives potentially misaligned with public shareholders - None of the Sponsor, officers, or directors have past experience with a blank check company or special purpose acquisition company, which could affect their ability to consummate a business combination[159](index=159&type=chunk) - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a "going concern"[161](index=161&type=chunk) - Officers and directors have other business commitments, which creates conflicts of interest regarding the allocation of their time to the company's affairs[165](index=165&type=chunk) - The Sponsor, officers, and directors will lose their entire investment if a business combination is not completed, creating a conflict of interest that may influence their selection of a target[173](index=173&type=chunk)[175](index=175&type=chunk) [Risks Relating to our Securities](index=51&type=section&id=Risks%20Relating%20to%20our%20Securities) Securities risks include potential delisting, dilution from warrants and new shares, and volatility from warrant liability accounting - Shareholders have no rights to the funds in the Trust Account except in limited circumstances (redemption or liquidation), forcing them to sell securities on the open market to liquidate their investment, potentially at a loss[179](index=179&type=chunk)[180](index=180&type=chunk) - The NYSE may delist the company's securities if it fails to meet continued listing standards, which would reduce liquidity and limit trading[182](index=182&type=chunk)[183](index=183&type=chunk) - The company may issue additional Class A ordinary shares or preferred shares to complete its business combination, which would dilute the interest of shareholders[186](index=186&type=chunk)[187](index=187&type=chunk) - The company has the ability to redeem outstanding warrants prior to their expiration, potentially at a time that is disadvantageous to holders, which could make the warrants worthless[198](index=198&type=chunk)[199](index=199&type=chunk) - The company's warrants are accounted for as a warrant liability and are re-measured to fair value each period, with changes reported in earnings, which may cause stock price volatility[203](index=203&type=chunk) [Unresolved Staff Comments](index=65&type=section&id=ITEM%20IB.%20UNRESOLVED%20STAFF%20COMMENTS.) The company has no unresolved staff comments from the U.S. Securities and Exchange Commission - None[223](index=223&type=chunk) [Properties](index=65&type=section&id=ITEM%202.%20PROPERTIES.) The company's executive offices are provided by the Sponsor for a monthly fee of $15,000 covering space and administrative support - The company pays its Sponsor **$15,000 per month** for office space and administrative support services[224](index=224&type=chunk) [Legal Proceedings](index=65&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS.) As of December 31, 2021, there were no material legal proceedings pending against the company - As of December 31, 2021, there were no material legal proceedings against the company[225](index=225&type=chunk) [Mine Safety Disclosures](index=65&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This item is not applicable to the company's operations - Not applicable[226](index=226&type=chunk) Part II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=66&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY,%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES.) The company's securities are listed on the NYSE, no dividends have been paid, and IPO proceeds are held in a Trust Account - The company's securities are listed on the NYSE under the symbols PHYT.U (Units), PHYT (Class A ordinary shares), and PHYT WS (warrants)[228](index=228&type=chunk) - No cash dividends have been paid to date, and none are intended to be paid prior to the completion of a business combination[230](index=230&type=chunk) - Net proceeds of **$206,281,250** from the IPO and private placement are held in the Trust Account as of December 31, 2021[234](index=234&type=chunk) [Reserved](index=68&type=section&id=ITEM%206.%20RESERVED.) This item is intentionally left blank [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=68&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) MD&A covers the company's limited operations as a blank check company, reporting net income driven by warrant fair value changes, and noting going concern doubts - The company is a blank check company with its efforts to date devoted to organizational activities and searching for a business combination target, with a focus on the energy transition sector[237](index=237&type=chunk) Financial Position as of December 31, 2021 | Metric | Value | | :--- | :--- | | **Cash held outside Trust Account** | $966,695 | | **Working Capital** | $1,226,278 | | **Securities held in Trust Account** | $206,299,296 | - Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern due to its limited working capital and dependence on completing a business combination[250](index=250&type=chunk)[367](index=367&type=chunk) Results of Operations for the period ended December 31, 2021 | Line Item | Amount | | :--- | :--- | | Loss from operations | ($369,593) | | Change in fair value of derivative warrant liabilities | $3,293,420 | | **Net Income** | **$2,484,049** | [Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is not required to provide this information[275](index=275&type=chunk) [Financial Statements and Supplementary Data](index=76&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA.) This section refers to the company's audited financial statements and related notes, included from page F-1 to F-21 - This item references the financial statements included on pages F-1 through F-21 of the annual report[276](index=276&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=76&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE.) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[277](index=277&type=chunk) [Controls and Procedures](index=76&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES.) Management assessed disclosure controls as effective, with no material changes to internal controls, and a full internal control report not yet required - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[278](index=278&type=chunk) - A report on internal control over financial reporting is not yet required due to the transition period for newly public companies[281](index=281&type=chunk) - No material changes were made to the company's internal control over financial reporting during the most recent fiscal quarter[282](index=282&type=chunk) [Other Information](index=77&type=section&id=ITEM%209B.%20OTHER%20INFORMATION.) The company reports no other information - None[283](index=283&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=77&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS.) This item is not applicable to the company - Not applicable[284](index=284&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=77&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) This section details the company's leadership, board structure, and the establishment of key corporate governance committees Executive Officers and Directors | Name | Position | | :--- | :--- | | Sten L. Gustafson | Chief Executive Officer and Director | | Thomas W. Major | Chief Financial Officer and EVP of Business Development | | Bernard J. Duroc-Danner | Chairman | | Bryan Guido Hassin | Director | | Per Hornung Pedersen | Director | | Adam Pierce | Director | - The board of directors is divided into three classes, with directors serving staggered three-year terms[293](index=293&type=chunk) - The board has determined that Messrs. Hassin, Pedersen, and Pierce are independent directors[295](index=295&type=chunk) - The company has established three standing board committees: Audit, Compensation, and Nominating and Corporate Governance[296](index=296&type=chunk) [Executive Compensation](index=84&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION.) No cash compensation is paid to officers or directors, with the Sponsor receiving a monthly fee for administrative support - No cash compensation has been paid to any officers or directors for services rendered[309](index=309&type=chunk) - The company pays its Sponsor **$15,000 per month** for office space and administrative support, from which the CFO receives **$10,000 per month**. This arrangement will cease upon a business combination or liquidation[309](index=309&type=chunk) - After a business combination, members of the management team who remain with the company may be paid consulting or management fees, but no arrangements are currently in place[310](index=310&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=86&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS.) This section details the beneficial ownership of the company's ordinary shares, with the Sponsor holding 20.0% Beneficial Ownership as of March 31, 2022 | Beneficial Owner | Number of Shares | Percentage of Outstanding | | :--- | :--- | :--- | | **Pyrophyte Acquisition LLC (Sponsor)** | 5,031,250 | 20.0% | | **All officers and directors as a group** | 5,031,250 | 20.0% | | **Adage Capital Partners, L.P.** | 1,575,000 | 6.3% | | **Atlas Diversified Fund, Ltd.** | 1,442,387 | 5.7% | | **Atlas Enhanced Master fund, Ltd.** | 1,339,135 | 5.3% | [Certain Relationships and Related Transactions, and Director Independence](index=88&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE.) This section outlines related party transactions, including the Sponsor's purchase of founder shares and warrants, and ongoing administrative support agreements - The Sponsor holds **5,031,250 Founder (Class B) shares**, which are subject to transfer restrictions and will convert to Class A shares upon a business combination[317](index=317&type=chunk)[319](index=319&type=chunk) - The Sponsor purchased **10,156,250 Private Placement Warrants** at **$1.00 per warrant** in a private placement that occurred simultaneously with the IPO[321](index=321&type=chunk) - The Sponsor provided a **$300,000** non-interest-bearing loan to cover IPO expenses, which was fully repaid on October 29, 2021[323](index=323&type=chunk) - The Sponsor may provide up to **$1,500,000** in working capital loans, which may be convertible into warrants at the lender's option[324](index=324&type=chunk) [Principal Accounting Fees and Services](index=91&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES.) This section summarizes the $86,597 in audit fees paid to Marcum LLP for the period from inception through December 31, 2021 Fees Paid to Marcum LLP (Feb 12, 2021 - Dec 31, 2021) | Fee Category | Amount | | :--- | :--- | | **Audit Fees** | $86,597 | | **Audit-Related Fees** | $0 | | **Tax Fees** | $0 | | **All Other Fees** | $0 | Part IV [Exhibits, Financial Statement Schedules](index=91&type=section&id=ITEM%2015.%20EXHIBITS,%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits filed with the Form 10-K and provides an index to the financial statements - Provides a list of all exhibits filed with the annual report, such as the Amended and Restated Memorandum and Articles of Association, Warrant Agreement, and Registration Rights Agreement[429](index=429&type=chunk) - Includes an index to the financial statements, which are located on pages F-2 through F-21[333](index=333&type=chunk) [Financial Statements](index=92&type=section&id=Financial%20Statements) This section presents the company's audited financial statements, including the auditor's report with a going concern emphasis, and detailed financial statements [Report of Independent Registered Public Accounting Firm](index=93&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes an unqualified opinion but highlights substantial doubt about the company's ability to continue as a going concern - The auditor's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern[337](index=337&type=chunk) [Balance Sheet](index=95&type=section&id=Balance%20Sheet) The balance sheet shows total assets of $207.9 million, primarily trust investments, and a shareholders' deficit of $18.4 million Balance Sheet Summary as of December 31, 2021 | Category | Amount (USD) | | :--- | :--- | | **Total Assets** | **$207,945,686** | | *Investments and cash held in Trust Account* | *$206,299,296* | | **Total Liabilities** | **$20,080,666** | | *Derivative warrant liabilities* | *$11,506,893* | | *Deferred underwriting fees payable* | *$8,443,750* | | **Class A ordinary shares subject to possible redemption** | **$206,281,250** | | **Total shareholders' deficit** | **($18,416,230)** | [Statement of Operations](index=96&type=section&id=Statement%20of%20Operations) The statement of operations reports a net income of $2,484,049, primarily due to a non-cash gain from derivative warrant liabilities Statement of Operations Summary (Feb 12, 2021 - Dec 31, 2021) | Line Item | Amount | | :--- | :--- | | Loss from operations | ($369,593) | | Change in fair value of derivative warrant liabilities | $3,293,420 | | **Net income** | **$2,484,049** | [Notes to Financial Statements](index=99&type=section&id=Notes%20to%20Financial%20Statements) The notes provide detailed disclosures on company formation, IPO terms, related party transactions, and accounting policies for derivative warrant liabilities and redeemable shares - The company's outstanding warrants are treated as derivative liabilities and are re-measured to fair value at each reporting period, with changes recognized in the statement of operations[385](index=385&type=chunk)[407](index=407&type=chunk) - Class A ordinary shares subject to redemption are classified as temporary equity outside of the shareholders' deficit section[378](index=378&type=chunk) - The Sponsor purchased **5,031,250 Founder Shares** for **$25,000** and **10,156,250 Private Placement Warrants** for approximately **$10.2 million**[394](index=394&type=chunk)[395](index=395&type=chunk)