Pyrophyte Acquisition Corp. 8-K

What Happened

• On March 13, 2026, Pyrophyte Acquisition Corp. entered into Amendment No. 5 to the business combination agreement (originally dated November 13, 2023) with Sio Silica Corporation, Snowbank NewCo Alberta ULC (Pyrophyte Newco) and Sio Newco.
• The amendment extends the agreement’s outside date for completing the Sio Business Combination from April 29, 2026 to April 29, 2027.
• The Sio Business Combination contemplates (i) Pyrophyte’s continuation (domestication) from the Cayman Islands to Alberta, (ii) an amalgamation of Pyrophyte with Sio Newco to form the surviving public company (“Pubco”), and (iii) an amalgamation of Sio with Pyrophyte Newco so Sio becomes a wholly owned subsidiary of Pubco.

Key Details

• Amendment date: March 13, 2026; original business combination agreement dated November 13, 2023.
• Outside date extended: April 29, 2026 → April 29, 2027.
• Next regulatory step: Sio Newco intends to file a Form F-4 registration statement (including a preliminary proxy statement/prospectus); after effectiveness Pyrophyte will mail a definitive proxy/prospectus and hold a shareholder vote (the Pyrophyte Shareholders Meeting).
• The filing includes standard forward‑looking statements and lists potential risks (e.g., shareholder approval, regulatory approvals, redemptions, listing of Pubco shares).

Why It Matters

• The extension gives the parties an additional year to complete required steps (domestication, amalgamations, regulatory filings and shareholder approvals) needed to close the transaction. That affects the timetable for when Sio would become part of the public company (Pubco) and when its securities could be listed.
• Completion remains contingent on filings and approvals (Form F-4 effectiveness, shareholder votes, exchange listing) and is subject to the risks set out in the filing. Pyrophyte and Sio shareholders should watch for the Registration Statement and definitive proxy/prospectus on SEC.gov for full details before making any investment decisions.