PAII 8-K
Pyrophyte Acquisition Corp. II (PAII)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
As previously reported, on July 18, 2025, Pyrophyte Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 17,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $175,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. Also as previously reported, on July 18, 2025, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 5,050,000 warrants (the “Private Placement Warrants”) to Pyrophyte Acquisition II LLC, the Company’s sponsor (the “Sponsor”), at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,050,000. A total of $175,000,000 of the proceeds from the IPO and Private Placement, which amount includes $7,875,000 of the Underwriters’ deferred commission, was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee.
On July 24, 2025, as previously reported, the Company closed the issuance and sale of an additional 2,541,150 Units (the “Over-Allotment Units”) in connection with the underwriters partially exercising the Over-Allotment Option. The Over-Allotment Option Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $25,411,500, which was also deposited in the Trust Account ($1,524,690 of which includes additional deferred commission to the Underwriters), resulting in an aggregate of $200,411,500 held in the Trust Account. In connection with the closing of the Over-Allotment Option, the Sponsor forfeited 30,231 Class B ordinary shares of the Company, par value $0.0001 per share (the “founder shares”), resulting in the Sponsor holding an aggregate of 7,135,721 founder shares.
An unaudited pro forma balance sheet as of July 24, 2025 reflecting the receipt of the proceeds from the sale of the Over-Allotment Option Units is attached hereto as Exhibit 99.1.
In addition, on July 29, 2025, the Company issued a press release announcing the partial exercise of the Over-Allotment Option, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Pro Forma Balance Sheet as of July 24, 2025. | |
| 99.2 | Press Release, dated July 29, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PYROPHYTE ACQUISITION CORP. II | |||
| By: | /s/ Sten Gustafson | ||
| Name: | Sten Gustafson | ||
| Title: | President and Chief Financial Officer | ||
| Dated: July 30, 2025 | |||
2
Exhibit 99.1
PYROPHYTE ACQUISITION CORP. II
PRO FORMA UNAUDITED BALANCE SHEET
JULY 24, 2025
| JULY 18, 2025 | Pro Forma Adjustments | As Adjusted | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| ASSETS | ||||||||||||
| Cash | $ | 243,915 | $ | $ | 243,915 | |||||||
| Prepaid expenses | 198,432 | 198,432 | ||||||||||
| Due from Sponsor | 1,466,622 | 1,466,622 | ||||||||||
| Total current assets | 1,908,969 | - | 1,908,969 | |||||||||
| Cash held in Trust Account | 175,000,000 | 25,411,500 | (1) | 200,411,500 | ||||||||
| Prepaid insurance - long term | 80,353 | 80,353 | ||||||||||
| Total Assets | $ | 176,989,322 | $ | 25,411,500 | $ | 202,400,822 | ||||||
| LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 318,076 | $ | $ | 318,076 | |||||||
| Accrued expenses | 81,336 | 81,336 | ||||||||||
| Total current liabilities | 399,412 | - | 399,412 | |||||||||
| Deferred underwriting fees payable | 7,875,000 | 1,524,690 | (2) | 9,399,690 | ||||||||
| Overallotment liability | 160,650 | (160,650 | )(4) | - | ||||||||
| Total liabilities | 8,435,062 | 1,364,040 | 9,799,102 | |||||||||
| Commitments and Contingencies | ||||||||||||
| Class A ordinary shares subject to possible redemption, 20,041,150 shares at $10.00 per share | 175,000,000 | 24,939,227 | (1) | 200,411,500 | ||||||||
| (1,496,354 | )(2) | |||||||||||
| 1,968,626 | (5) | |||||||||||
| Shareholders’ Deficit: | ||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | - | - | ||||||||||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 17,500,000 Class A ordinary shares subject to possible redemption) | - | - | ||||||||||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,255,952 shares issued and outstanding (1) | 726 | (3 | )(3) | 723 | ||||||||
| Additional paid-in capital | - | 472,273 | (1) | - | ||||||||
| (28,337 | )(2) | |||||||||||
| 3 | (3) | |||||||||||
| (1,968,626 | )(5) | |||||||||||
| 1,524,687 | (6) | |||||||||||
| Accumulated deficit | (6,446,466 | ) | 160,650 | (4) | (7,810,503 | ) | ||||||
| (1,524,687 | )(6) | |||||||||||
| Total shareholders’ deficit | (6,445,740 | ) | (1,364,040 | ) | (7,809,780 | ) | ||||||
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 176,989,322 | $ | 25,411,500 | $ | 202,400,822 | ||||||
See Note to Pro Forma Unaudited Balance Sheet.
PYROPHYTE ACQUISITION CORP. II
NOTE TO PRO FORMA UNAUDITED BALANCE SHEET
JULY 24, 2025
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Pyrophyte Acquisition Corp. II (the “Company”) as of July 18, 2025, adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred on July 24, 2025, as described below.
On July 18, 2025, the Company consummated its initial public offering (“IPO”) of 17,500,000 units (the “units”). The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $175,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one warrant (“public warrant”) of the Company. Each whole public warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the Public Offering, the Company completed the private sale of 5,050,000 warrants (the “private placement warrants”) at a purchase price of $1.00 per private placement warrant (the “private placement”) to Pyrophyte Acquisition II LLC (the “sponsor”) and the Company’s independent directors, generating gross proceeds to the Company of $5,050,000.
In connection with the IPO, the underwriters were granted a 45-day option from the closing of the IPO to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On July 24, 2025, the underwriters partially exercised their over-allotment option to purchase an additional 2,541,150 Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $25,411,500. The underwriters forfeited their option to purchase an additional 83,850 Units.
In connection with the closing of the over-allotment option, the Sponsor forfeited 30,231 Class B ordinary shares of the Company, par value $0.0001 per share (the “founder shares”), resulting in the Sponsor holding an aggregate of 7,225,721 founder shares. A total of $25,411,500 of the net proceeds from the sale of the over-allotment option Units was deposited in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), bringing the aggregate proceeds deposited in the Trust Account to $200,411,500.
Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:
| Pro Forma Entries | Debit ($) | Credit ($) | ||||||||
| (1) | Cash held in trust account | 25,411,500 | ||||||||
| Class A ordinary shares subject to possible redemption | 24,939,227 | |||||||||
| Additional paid-in capital | 472,273 | |||||||||
| To record the sale of Underwriters’ over-allotment Units: 2,541,150 at $10.00/unit; par value of $0.0001 | ||||||||||
| (2) | Class A ordinary shares subject to possible redemption | 1,496,354 | ||||||||
| Additional paid-in capital | 28,336 | |||||||||
| Deferred underwriting fees payable | 1,524,690 | |||||||||
| To record deferred underwriting fees on the sale of over-allotment Units (6.0% of $25,411,500 in proceeds) | ||||||||||
| (3) | Class B ordinary shares | 3 | ||||||||
| Additional paid-in capital | 3 | |||||||||
| To record forfeiture of 30,231 Class B ordinary shares, par value of $0.0001 | ||||||||||
| (4) | Over-allotment option liability | 160,650 | ||||||||
| Accumulated deficit | 160,650 | |||||||||
| To record the and write-off the over-allotment option liability due to the forfeiture of the option by the underwriters. | ||||||||||
| (5) | Additional paid-in capital | 1,968,626 | ||||||||
| Class A ordinary shares subject to possible redemption | 1,968,626 | |||||||||
| To record accretion of ordinary shares subject to redemption to an amount of $10.00 per share. | ||||||||||
| (6) | Accumulated deficit | 1,524,687 | ||||||||
| Additional paid-in capital | 1,524,687 | |||||||||
Exhibit 99.2
Pyrophyte Acquisition Corp. II Announces Closing of Over-Allotment Option, Resulting in Total Gross Proceeds of $200.4 Million in Initial Public Offering
HOUSTON, TX, July 29, 2025 (GLOBE NEWSWIRE) -- Pyrophyte Acquisition Corp. II (NYSE: PAII.U) (the “Company”) today announced that it has consummated the sale of an additional 2,541,150 units subject to the over-allotment option granted to the underwriters in connection with its initial public offering. The additional units were sold at $10.00 per unit, generating additional gross proceeds to the Company of $25,411,500. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share.
The units are listed on the New York Stock Exchange (the “NYSE”) and commenced trading under the ticker symbol “PAII.U” on July 17, 2025. Once the securities comprising the units begin separate trading, the Class A ordinary shares and the warrants are expected to be listed on NYSE under the symbols “PAII” and “PAII WS,” respectively.
Concurrently with the closing of the initial public offering on July 18, 2025, the Company closed on a private placement of 5,050,000 warrants to Pyrophyte Acquisition II LLC, the Company’s sponsor, at a price of $1.00 per warrant, resulting in gross proceeds of $5,050,000. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Of the proceeds received from the consummation of the initial public offering, including the closing of the over-allotment option, and the simultaneous private placement of warrants, an aggregate of $200,411,500 (or $10.00 per unit sold in the public offering) was placed in trust.
Pyrophyte Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any industry, sector or geographic region, it expects to target opportunities and companies in the energy sector.
UBS Investment Bank acted as the lead book-running manager of the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC acted as the co-manager of the offering.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination and the anticipated use of the net proceeds of the initial public offering and simultaneous private placement. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering, available on the SEC’s website, www.sec.gov, and the Company’s prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the issuance of this release, except as required by law.
Contact
Sten Gustafson
President and Chief Financial Officer
Pyrophyte Acquisition Corp. II
[email protected]