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].
Pyrophyte Acquisition (PHYT) - 2023 Q4 - Annual Report