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Item 1. Financial Statements

2025-11-14 compared with 2025-09-02 · 186 added, 142 removed, 276 unchanged (54% of the section changed)

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UNAUDITED CONDENSED BALANCE SHEET

June 30, 2025

Deferred offering costs $ 217,104

September 30, 2025

Current Asset

Cash $ 721,227

Prepaid expenses 294,030

Due from Sponsor 353,445

Total current assets 1,368,702

Marketable securities held in Trust Account 202,044,257

Prepaid insurance - long term 66,349

Total Assets $ 203,479,308

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accounts payable $ 19,120

Accrued expenses $ 25,000

Promissory note – related party 75,000

Total current liabilities 25,000

Deferred underwriting fees payable 9,399,690

Total liabilities 9,424,690

Commitments and Contingencies (Note 5 )

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

20,041,150 ordinary shares at $ 10.08 per share 202,044,257

Shareholders’ deficit

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1,000,000 shares authorized;

none issued and outstanding -

none issued or outstanding -

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

none issued and outstanding -

none issued or outstanding (excluding 20,041,500 ordinary shares subject to possible redemption) -

Class B ordinary shares, $ 0.0001 par value;

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Total shareholders’ deficit ( 7,989,639 )

Total Liabilities and Shareholders’ Deficit $ 217,104

(1) This number includes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited their right to purchase the remaining 83,850 units under the over-allotment option.

As a result, the Sponsor forfeited 30,231 Class B Ordinary shares.

(see Note 4).

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 203,479,308

(1) This number includes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriters.

On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited

their right to purchase the remaining 83,850 units under the over-allotment option.

As a result, the Sponsor forfeited 30,231 Class B

Ordinary shares.

All share and per share data have been retroactively applied.

The accompanying notes are an integral part

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PYROPHYTE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF

For the period from May 1, 2025 (inception)

through June 30, 2025

For the period from May 1, 2025 (inception) through

June 30, 2025

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

September 30,

General and administrative expenses $ 195,104 $ 297,104

Net loss ( 102,000 )

Weighted average of Class B ordinary shares outstanding, basic and diluted (1) 6,309,524

Basic and diluted net loss per share, Class B ordinary shares subject to possible redemption $ ( 0.02 )

Loss from operations ( 195,104 ) ( 297,104 )

Gain on marketable securities (net), dividends and interest, held in Trust Account 1,632,757 1,632,757

Interest income 116 116

Net income $ 1,437,769 $ 1,335,769

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 16,172,167 9,724,440

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.06 $ 0.08

Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted 6,996,672 6,722,711

Basic and diluted net income per share, Class B non-redeemable ordinary shares (1) $ 0.06 $ 0.08

(1) This number excludes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

1 unchanged sentence

As a result, the Sponsor forfeited 30,231 Class B Ordinary shares.

(see Note 4).

All share and per share data have been retroactively applied.

The accompanying notes are an integral part

1 unchanged sentence

PYROPHYTE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES

IN SHAREHOLDERS’ DEFICIT

For the period from May 1, 2025 (inception)

through June 30, 2025

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ DEFICIT

For the three months ended September 30, 2025

and for the period from May 1, 2025 (inception) through September 30, 2025

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

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Net loss - - - - - - - ( 102,000 ) ( 102,000 )

Balance as of June 30, 2025 - $ - 7,255,952 $ 726 $ 24,274 $ ( 102,000 ) $ ( 77,000 )

(1) This number includes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters .

On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited their right to purchase the remaining 83,850 units under the over-allotment option.

As a result, the Sponsor forfeited 30,231 Class B Ordinary shares.

(see Note 4).

Balance as of June 30, 2025 (unaudited) - $ - - $ - 7,255,952 $ 726 $ 24,274 $ ( 102,000 ) $ ( 77,000 )

Forfeiture of class B ordinary shares - - - - ( 30,231 ) ( 3 ) 3 - -

Proceeds from the sale of Class A Units 20,041,150 200,411,500 - - - - - - -

Paid underwriters fees - ( 2,625,000 ) - - - - - - -

Deferred underwriting fees payable - ( 9,399,690 ) - - - - - - -

Fair value of Public Warrants, at issuance - ( 3,724,648 ) - - - - 3,724,648 - 3,724,648

Allocated value of transaction costs to Class A Ordinary Shares

- ( 487,752 ) - - - - ( 255,209 ) - ( 255,209 )

Proceeds from the sale of private placement warrants - - - - - - 5,050,000 - 5,050,000

Remeasurement of Class A ordinary shares to redemption value - 17,869,847 - - ( 8,543,716 ) ( 9,326,131 ) ( 17,869,847 )

Net income - - - - - - - 1,437,769 1,437,769

Balance as of September 30, 2025 (unaudited) 20,041,150 $ 202,044,257 - $ - 7,225,721 $ 723 $ - $ ( 7,990,362 ) $ ( 7,989,639 )

(1) This number includes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriters.

On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited

their right to purchase the remaining 83,850 units under the over-allotment option.

As a result, the Sponsor forfeited 30,231 Class B

Ordinary shares.

All share and per share data have been retroactively applied.

The accompanying notes are an integral part

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PYROPHYTE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For the period from May 1, 2025 (inception)

through June 30, 2025

through September 30, 2025

Cash Flows from Operating Activities

Net Loss $ ( 102,000 )

Adjustments to reconcile net loss to net cash used in operating activities:

General and administrative expense funded by Sponsor through promissory note 67,500

General and administrative expense paid through the issuance of Class B ordinary shares to Sponsor 5,000

Net income $ 1,335,769

Adjustments to reconcile net income to net cash used in operating activities:

Gain on marketable securities (net), dividends and interest, held in Trust Account ( 1,632,757 )

Formation and operating expenses paid in exchange for Founder Shares 5,000

Changes in operating assets and liabilities:

Prepaid and other assets ( 360,379 )

Accrued expenses 25,000

Net cash used in operating activities ( 627,367 )

Cash Flows from Investing Activities

Investment of cash into Trust Account ( 200,411,500 )

Net cash used in investing activities ( 200,411,500 )

Cash Flows from Financing Activities

Proceeds from sale of Class A Units 200,411,500

Proceeds from sale of Private Placement Warrants net of increase in Due from Sponsor 4,396,555

Offering costs paid ( 3,047,961 )

Net cash provided by financing activities 201,760,094

Net increase in cash 721,227

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Supplemental disclosure of noncash investing and financing activities:

Deferred offering costs included in accounts payable $ 19,120

Deferred offering costs included in accrued expenses $ 170,484

Deferred offering costs paid through promissory note - related party $ 7,500

Deferred offering costs paid through the issuance of Class B ordinary shares to Sponsor $ 20,000

Private Placement Warrants issued through forgiveness of promissory note - related party $ ( 300,000 )

Offering costs paid through the issuance of founders shares $ 20,000

Offering costs paid through promissory note - related party $ 300,000

Deferred underwriting fees payable $ 9,399,690

The accompanying notes are an integral part

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Notes to Unaudited Condensed Financial Statements

September 30, 2025

NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS

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The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company.

As of June 30, 2025, the Company had not yet commenced operations.

All activity for the period from May 1, 2025 (inception) through June 30, 2025 relates to the Company’s formation and initial public offering (the “initial public offering”).

As of September 30, 2025, the Company had not yet commenced operations.

All activity for the period from May 1, 2025 (inception) through September 30, 2025 relates to the Company’s formation and initial public offering (the “initial public offering”).

The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest.

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The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination.

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and (2) that the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes paid or payable) to the public shareholders.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

The Company will provide its public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against the Company’s initial business combination, all or a portion of their public shares in connection with the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein.

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However, if the sponsor or management team acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if the Company fails to complete its initial business combination within the prescribed time period.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Liquidity and Capital Resources

As of June 30, 2025, the Company had a cash balance of $ 0 .

However, following the closing of the initial public offering, the Company’s liquidity needs are satisfied through using net proceeds from the initial public offering and the sale of private placement warrants for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination.

As of September 30, 2025, the Company had a cash balance of $ 721,227 and due from Sponsor balance of $ 353,445 .

Following the closing of the initial public offering, the Company’s liquidity needs are satisfied through using net proceeds from the initial public offering and the sale of private placement warrants for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination.

In connection with the Company’s assessment of going concern considerations in accordance with the ASC 205-40, “Presentation of Financial Statements-Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

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The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash or cash equivalents.

The Company did not have any cash equivalents as of June 30, 2025.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 721,227 in cash and no cash equivalents as of September 30, 2025.

Marketable Securities Held in Trust Account

As of September 30, 2025, the assets held in the trust account were invested in money market funds that invest solely in U.S.

treasury securities.

Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares that were sold as part of the units in the IPO contain a redemption feature which allows for the redemption of such Class A ordinary shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination.

In accordance with ASC 480-10-S99, the Company classifies ordinary shares subject to redemption outside of permanent (deficit) equity as the redemption provisions are not solely within the control of the Company.

Each unit consists of one Class A ordinary share and one-half of one public warrant.

As such, the initial carrying value of Class A ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

The Class A ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above.

According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet as of September 30, 2025 are reconciled in the following table:

Gross proceeds $ 200,411,500

Class A ordinary shares issuance costs ( 12,512,442 )

Fair value of Public Warrants at issuance ( 3,724,648 )

Remeasurement of Class A ordinary shares to redemption value 17,869,847

Class A ordinary shares subject to possible redemption at September 30, 2025 $ 202,044,257

Fair Value Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature.

Fair Value Measurement

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

There were no investments, assets or liabilities requiring fair value measurement as of September 30, 2025 except marketable securities held in Trust Account of $ 202,044,256 , which is determined to be a level 1 measurement.

Derivative Financial Instruments

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The over-allotment option was partially exercised on July 24, 2025, and the over-allotment liability recorded by Company was reversed.

Deferred Offering Costs

The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the initial public offering.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the IPO.

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate initial public offering proceeds from the units between Class A ordinary shares and warrants, prorate, allocating the initial public offering proceeds to the assigned value of the warrants and to the Class A ordinary shares.

On July 18, 2025, in connection with the Company’s IPO, offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the public and private placement warrants were charged to shareholders’ equity (deficit) as public and private placement warrants, after management’s evaluation, are accounted for under equity treatment.

As of June 30, 2025, the Company had deferred offering costs of $ 217,104 .

The Company applies this guidance to allocate IPO proceeds from the units between Class A ordinary shares and warrants, prorate, allocating the IPO proceeds to the assigned value of the warrants and to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the public and private placement warrants were charged to shareholders’ deficit as public and private placement warrants, after management’s evaluation, are accounted for under equity treatment.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Ordinary Shares Subject to Possible Redemption

All of the Class A ordinary shares issued contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association.

In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.

The Company did not specify a maximum redemption threshold.

However, any threshold in its amended and restated memorandum and articles of association would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

Loss per Class B Ordinary Share

Loss per Class B ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 946,428 Class B ordinary shares that are subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6).

As of June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per Class B ordinary share is the same as basic loss per ordinary share for the period presented.

As such, the Company’s tax provision was zero for the periods presented.

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period.

For the three months ended September 30, 2025 and for the period from May 1, 2025 (inception) through September 30, 2025, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income per ordinary share, since their inclusion is contingent on a future event.

A reconciliation of the net income per ordinary share is stated below.

September 30,

Redeemable Class A Ordinary Shares

Net income allocable to Redeemable Class A Ordinary Shares

Net income allocable to Redeemable Class A Ordinary Shares $ 1,003,582 $ 789,778

Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares

Basic and diluted weighted average shares outstanding, Redeemable Class A 16,172,167 9,724,440

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.06 $ 0.08

Non-Redeemable Class B Ordinary Shares

Net income allocable to non-redeemable Class B Ordinary Shares

Net income allocable to non-redeemable Class B Ordinary Shares $ 434,187 $ 545,991

Weighted Average Non-Redeemable Class B Ordinary Shares 6,996,672 6,722,711

Basic and diluted net income per share, Class B non-redeemable ordinary shares $ 0.06 $ 0.08

Concentration of Credit Risk

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For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statement of operations.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the unaudited condensed statement of operations.

The warrants are not precluded from equity classification, and will be accounted for as such on the date of issuance.

Share-Based Compensation

The Company records share-based compensation in accordance with ASC Topic 718, "Compensation-Share Compensation” (“ASC 718”).

ASC 718 defines a fair value-based method of accounting for an employee share option or similar equity instrument.

The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments are valued using a Black-Scholes option pricing model.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.

The Company accounts for founder shares issued to its independent directors in accordance with SEC Staff Accounting Bulletin 5T and ASC 718, “Compensation-Stock Compensation.” The fair value of the founder shares issued in this arrangement was determined using the implied stock price as of the date of the IPO of the Company’s Class A ordinary shares and the probability of the success of the initial business combination.

Recent Accounting Pronouncements

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Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable.

The warrants will become exercisable 30 days after the completion of the Company’s initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation.

Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 5,050,000 private placement warrants to the Sponsor, at a purchase price of $ 1.00 per private placement warrant, generating gross proceeds to the Company of $ 5,050,000 .

Each private placement warrant is exercisable for one Class A ordinary share at a price of $ 11.50 per share.

If the initial business combination is not completed within 24 months from the closing of the IPO, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.

The private placement warrants will be non-redeemable and exercisable on a cashless basis and will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation, as described in this prospectus.

As the sponsor will agree, subject to limited exceptions, not to transfer, assign or sell any of the private placement warrants (including their underlying securities) until 30 days after the completion of the initial business combination.

NOTE 4—RELATED PARTY TRANSACTIONS

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As such, 30,231 founder shares were forfeited by the sponsor.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

All share and per share data has been retroactively restated.

In June 2025, the sponsor transferred 30,000 of the Company’s founder shares to each of the Company’s three independent directors.

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Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under ASC 718.

The Company determined the performance conditions are not considered probable, and, therefore, no share-based compensation expense was recognized as of June 30, 2025.

As of June 30, 2025, the unrecognized stock compensation expense was $ 216,637 .

The Company determined the performance conditions are not considered probable, and, therefore, no share-based compensation expense was recognized as of September 30, 2025.

As of September 30, 2025, the unrecognized stock compensation expense was $ 216,637 .

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in the initial public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights, (iii) the Company’s sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Company’s initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial business combination within 24 months from the closing of the initial public offering, (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (3) waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete the Company’s initial business combination within the 24 months from the closing of the initial public offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial business combination within such time period and to liquidating distributions from assets outside the trust account and (4) vote any founder shares held by them and any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions) in favor of the initial business combination (including any proposals recommended by the Company’s board of directors in connection with such business combination) (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto), (iv) the founder shares are automatically convertible into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Company’s initial business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and restated memorandum and articles of association, and (v) prior to the closing of the Company’s initial business combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

The founder shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

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Promissory Note—Related Party

The sponsor has agreed to loan the Company an aggregate of up to $ 300,000 under an unsecured promissory to be used for a portion of the expenses in connection with the initial public offering.

The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the initial public offering.

As of June 30, 2025, the Company has $ 75,000 outstanding under the note.

On July 18, 2025, in connection with the private sale of 5,050,000 warrants as described below, the Company settled the outstanding note through the issuance of 300,000 private placement warrants to the related party.

The 300,000 private placement warrants are included in the total of 5,050,000 in connection with the initial public offering.

The sponsor has agreed to loan the Company an aggregate of up to $ 300,000 under an unsecured promissory to be used for a portion of the expenses in connection with the IPO.

The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the IPO.

As of the IPO date of July 18, 2025, the $ 300,000 note was fully utilized by the Company.

In connection with the private sale of 5,050,000 warrants as described above in Note 4, the Company settled the outstanding note through the issuance of 300,000 private placement warrants to the related party.

The 300,000 private placement warrants are included in the total of 5,050,000 in connection with the IPO.

The Company determined that the carrying value and fair value of the note are the same as the fair value of the private placement warrants given in exchange for the note.

As of July 18, 2025, there are no amounts outstanding under the note and the note is no longer available to be drawn.

As of September 30, 2025, there are no amounts outstanding under the note and the note is no longer available to be drawn.

Due from Sponsor

As of September 30, 2025, the sponsor owed the Company an aggregate amount of $ 353,445 .

The amount is non-interest bearing, due on demand and expected to be settled in the near term.

Private Placement Warrants

4 unchanged sentences

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

Administrative Support Agreement

1 unchanged sentence

Upon completion of the initial business combination or its liquidation, the Company will cease paying these monthly fees.

As of June 30, 2025, the Company did not incur any fees in relation to this agreement.

For the period from May 1, 2025 (inception) through September 30, 2025, the Company recognized $ 87,500 in administrative fees.

Working Capital Loans

5 unchanged sentences

The terms of such loans by the Company’s sponsor or its affiliates, or its officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

As of June 30, 2025, no such working capital loans were outstanding.

As of September 30, 2025, no such working capital loans were outstanding.

NOTE 5—COMMITMENTS AND CONTINGENCIES

15 unchanged sentences

Underwriting Agreement

Pursuant to the underwriting agreement, the sponsor and the executive officers and directors have agreed that, for a period of 180 days from the date of the initial public offering, they will not, without the prior written consent of the underwriters, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants, subject to certain exceptions.

The representative in its discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice.

The sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement described herein.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

On July 18, 2025, the Company paid a cash discount of 1.5 % of the per unit initial public offering price on the base units sold in the Offering (or $ 2,625,000 in aggregate) to the underwriters at the closing of the initial public offering, with an additional fee of 4.5 % of the gross initial public offering proceeds with respect to the base units sold in the Offering (and 6.0 % of the per unit initial public offering price on the units sold pursuant to the underwriters’ over-allotment option) payable only upon the Company’s completion of its initial business combination (the “Deferred Discount”).

A Deferred Discount of $ 9,399,690 , including the partial exercise of the over-allotment option, will become payable to the underwriters from the amounts held in the trust account solely in the event the Company completes its initial business combination.

NOTE 6 —SHAREHOLDER’S DEFICIT

NOTE 6—SHAREHOLDERS’ DEFICIT

Preference Shares— The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2025, there were no preference shares issued or outstanding.

As of September 30, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares— The Company is authorized to issue 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

As of June 30, 2025, there were no Class A ordinary shares issued or outstanding.

As of September 30, 2025, there were no Class A ordinary shares issued or outstanding.

Class B Ordinary Shares— The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

1 unchanged sentence

In June 2025, the sponsor transferred 30,000 of the Company’s founder shares to each of the Company’s three independent directors.

As of June 30, 2025, there were 7,255,952 Class B ordinary shares issued and outstanding.

On July 18, 2025, in connection with the consummation of the IPO and the partial exercise of the underwriters over-allotment option, the Sponsor forfeited 30,231 Class B ordinary shares, resulting in the Sponsor holding an aggregate of 7,135,721 Class B ordinary shares.

As of September 30, 2025, there were 7,225,721 Class B ordinary shares issued and outstanding.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Company’s initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial business combination, as may be determined by the Company’s directors) or earlier at the option of the holder on a one-for-one basis (subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the initial public offering and related to the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issued and issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 26.5 % of the sum of (i) the total number of all ordinary shares outstanding upon the completion of the initial public offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option but excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Company’s sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders prior to or in connection with an initial business combination.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

If the Company enters into an initial business combination, it may (depending on the terms of such an initial business combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholder votes on the initial business combination to the extent the Company seeks shareholder approval in connection with the initial business combination.

Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).

Warrants— As of June 30, 2025, there were no public warrants or private placement warrants outstanding.

There were 15,070,575 warrants issued in connection with the initial public offering (including 10,020,575 public warrants and 5,050,000 private placement warrants).

Each whole public warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination.

Pursuant to the warrant agreement, a warrant holder may exercise its public warrants only for a whole number of Class A ordinary shares.

No fractional public warrants will be issued upon separation of the units and only whole public warrants will trade.

The public warrants will expire five years after the completion of the initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Warrants— As of September 30, 2025, there were 13,800,000 warrants outstanding ( 8,750,000 public warrants and 5,050,000 private placement warrants).

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as described herein.

Only whole warrants are exercisable.

The Company will not be obligated to issue any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration.

3 unchanged sentences

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

The Company is registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of the Company’s initial business combination, which may be within one year of the initial public offering.

However, because the warrants will be exercisable until their expiration date of up to five years after the completion of the initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the initial business combination, under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its initial business combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following its initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

1 unchanged sentence

Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

Once the warrants become exercisable, the Company may call the warrants for redemption:

Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $ 18.00

The Company may redeem the outstanding public warrants for cash:

➤ in whole and not in part;

➤ at a price of $ 0.01 per warrant;

➤ upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

➤ if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days before the Company sends the notice of redemption to the warrant holders

If and when the warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

upon not less than 30 days’ prior written notice of redemption (the “ 30 -day redemption period”);

➤ if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30 trading day period and the 30 day redemption period.

If and when the public warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price.

If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date.

However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) as well as the $ 11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

Anti-dilution adjustments

9 unchanged sentences

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating officer decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss, which include the following:

June 30, 2025

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of operations as net income or loss.

The measure of segment assets is reported on the condensed balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

September 30,

Marketable securities held in Trust Account $ 202,044,257

September 30,

General and administrative expenses $ 195,104 $ 297,104

Gain on marketable securities (net), dividends and interest, held in Trust Account $ 1,632,757

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an offering and eventually a business combination within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative expenses, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

NOTE 8—FAIR VALUE MEASUREMENT

The public warrants were valued using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach).

The public warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the public warrants:

Market price of public stock $ 9.81

Term (years) 6.50

Risk-free rate 3.77 %

Dividend yield 0.00 %

Volatility 9.11 %

Probability of merger 25.00 %

NOTE 9—SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through September 2, 2025, the date that the unaudited condensed financial statements were available to be issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, except for the transactions and events in connection with the Company’s consummation of its initial public offering on July 18, 2025, as discussed in Note 1, Note 3, Note 4, Note 5 and Note 6.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through November 12, 2025, the date that the unaudited condensed financial statements were available to be issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements