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
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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 has 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.
On July 18, 2025, 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 maintained by Continental Stock Transfer & Trust Company, acting as trustee (the "Trust Account").
An audited balance sheet as of July 18, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
In addition, on July 24, 2025, the Company closed the issuance and sale of an additional 2,541,150 Units the “Over-Allotment Option 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, resulting in an aggregate of $200,411,500 deposited 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Audited Balance Sheet as of July 18, 2025. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 24, 2025 |
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