Pyrophyte Acquisition Corp. II 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The registration statement for the Company’s Initial Public Offering was declared effective on July 16, 2025. On July 18, 2025, we consummated the Initial Public Offering of 20,041,150 Units, including 2,541,150 Units issued pursuant to the exercise of the Underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $200,411,500 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,050,000 Private Placement Warrants at a price of $1.00 per warrant generating gross proceeds of $5,050,000. Of the 5,050,000 Private Placement Warrants, the Underwriters purchased an aggregate of 1,500,000 Private Placement Warrants and the Sponsor purchased 3,500,000 Private Placement Warrants. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) are not redeemable by us, (ii) are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions, (iii) may be exercised on a cashless basis, (iv) are entitled to registration rights and (v) with respect to Private Placement Warrants held by the Underwriters, will not be exercisable more than five years from the commencement of sales in accordance with FINRA Rule 5110(g)(8). Following the closing of the Initial Public Offering on July 24, 2025, an amount of $ 200,411,500 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account. We paid a total of $12,767,651in underwriting discounts and commissions and incurred approximately $742,961 for other costs and expenses related to the Initial Public Offering. In addition, the Underwriters agreed to defer $9,399,690 in underwriting discounts and commissions. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.