Pyrophyte Acquisition Corp. II 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal year ended December 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2025 covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 67 Part III Item 10. Directors, Executive Officers and Corporate Governance Officers and Directors Our executive officers and directors are as follows: NAME AGE POSITION Bernard J. Duroc-Danner 72 Chief Executive Officer and Director Sten Gustafson 59 Chief Financial Officer and Director Per Hornung Pedersen 71 Director Jamie Saxton 65 Director Matteo Pasquali 57 Director Bernard J. Duroc-Danner , 72, has been our Chief Executive Officer since May 2025. Mr. Duroc-Danner has also been the chief executive officer of Pyrophyte I (OTCMKTS: PHYTF) since March 2023 and has served as the chairman of its board of directors since October 2021. Since 2018, Mr. Duroc-Danner has co-founded, developed and helped fund a number of technology and operating companies in the energy industry worldwide. Mr. Duroc-Danner started EVI, Inc. (NYSE: EVI), an oilfield services and equipment company, in May 1987, for which he served as Chairman, President and CEO until he retired in 2016, and upon retirement was named Chairman Emeritus of Weatherford, EVI’s successor company. Mr. Duroc-Danner also served as Chairman of Grant Prideco (NYSE: GRP) upon its spinoff from Weatherford in April 2000 until June 2003. Grant Prideco had been a core part of EVI since the first year of its history. Grant Prideco was subsequently acquired in April 2008 by National Oilwell (NYSE:NOV) for $7.5 billion in cash and stock. Mr. Duroc-Danner was named an Outstanding Texas Entrepreneur by the Texas House of Representatives in September 2011 and the Ernst & Young recipient of the Worldwide Entrepreneur of the Year award for the Energy and Chemical Industry in June 2008. Over the years, Mr. Duroc-Danner has been a director of a number of public companies with global operations. Prior to the startup of EVI, Mr. Duroc-Danner was a management consultant with Arthur D. Little in Boston, working in the metals, minerals and power generating industries. Mr. Duroc-Danner received an MBA and a PhD degree from The Wharton School of the University of Pennsylvania. Mr. Duroc-Danner is qualified to serve on our board of directors because of his extensive operational and transactional experience in building companies around the globe. Sten Gustafson , 59, has been our Chief Financial Officer since May 2025. In addition, Mr. Gustafson has served as Pyrophyte I’s (OTCMKTS: PHYTF) Chief Financial Officer since March 2023 and has served on its board of directors since February 12, 2021. Previously, Mr. Gustafson was Pyrophyte I’s Chief Executive Officer from February 2021 until March 2023. Mr. Gustafson is a highly experienced energy services industry executive, investment banker and corporate securities attorney. From March 2020 to January 2022, Mr. Gustafson served as an independent director for Western Rare Earths, the U.S. subsidiary of the publicly-listed Australian rare earth mining company American Rare Earths (ASX: ARR), and since January 2022 has served as an independent director of American Rare Earths. From April 2012 to August 2014, Mr. Gustafson was Chief Executive Officer and Director of Era Group Inc. (previously NYSE: ERA), where he led the successful spin out of Era from Seacor Holdings in January 2013, generating record quarterly revenues every quarter during his tenure while meaningfully de-leveraging the balance sheet. From September 2017 to August 2018, Mr. Gustafson served as a member of the Founding Steering Committee created by the Public Investment Fund of Saudi Arabia to establish a private commercial helicopter operator (The Helicopter Company) in the Kingdom of Saudi Arabia. From July 2017 to January 2019, Mr. Gustafson served as a director at CHC Helicopter. From January 2018 to November 2023, Mr. Gustafson served as Chairman of the Board of Directors of the publicly traded Norwegian company Golden Energy Offshore (OSL: GEOS). Mr. Gustafson earned a B.A. in English from Rice University and earned a Juris Doctor from the University of Houston Law Center. With over 25 years of experience in the global energy sector, Mr. Gustafson is well qualified to serve on our board of directors, having advised on over 100 corporate transactions around the world for over $100 billion of transaction value. 68 Per Hornung Pedersen , 71, has served on our board of directors since July 2025. Mr. Pedersen is a highly experienced veteran in the renewable energy industry, working the last 25 years as a senior executive as well as an Independent Directors leading global companies in the renewable energy industry across the value chain. Mr. Pedersen joined the Wind industry in March 2000 as CFO of the Danish Wind turbine manufacturer NEG Micon/Vestas. In July 2004, he became CEO of Suzlon Energy, a Wind turbine manufacturer based in India, building a global presence from a startup. In December 2007 Mr. Pedersen then became CEO of Senvion (f/k/a Repower AG) a German manufacturer of Wind turbines. Mr. Pedersen has extensive M&A experience and has been instrumental in a number of transactions in the renewable industry. Since April 2011, Mr. Pedersen has worked as an Independent Director and Industry Advisor in the renewable industry. Since October 2021, Mr. Pedersen has served as an independent director for Pyrophyte Acquisition Corp. (OTCMKTS:PHYTF). Mr. Pedersen has been the chairman of PNE AG Germany (ETR:PNE3), one of Europe’s Largest project developers in onshore and Offshore Wind as well as solar since October 2015. Mr. Pedersen has also served as an independent director of Suzlon Energy Ltd India (NSE: SUZLON) since September 2015, an independent director of Swire Renewables since August 2019 and an independent director of SeaTower AS, Norway since February 2012. Since July 2017, Mr. Pedersen has served as a senior advisor to McKinsey and as an independent member of the Investment Committee of the Caribbean Clean Energy Fund. Mr. Pedersen has been the chairman of Nordic Solar A/S, a leading Project Developer and IPP in solar and BESS, active in 10 countries, since April 2025. Mr. Pedersen has also served as an independent director of Silbitz Group Germany since January 2023 as well as member of the advisory board of EQT Active Core infrastructure investment in TION AG since August 2023. Mr. Pedersen received his MBA with honors from Copenhagen Business School (University of Copenhagen) and holds a BSc in Finance and Accounting from Copenhagen Business School. We believe Mr. Pedersen is well-qualified to serve on our board of directors because of his experience in the renewable energy industry. Jamie Saxton , 65, has served on our board of directors since July 2025. Mr. Saxton began his finance career at Lehman Brothers, where he spent 12 years and rose to the position of managing director and head of the oilfield services practice. From 2008 to 2014, Mr. Saxton was a partner at White Deer Energy, a private equity firm focused on energy investments, with $2.5 billion under management. In 2014, he became a partner at PPHB, a boutique investment bank specializing in energy, where he handled oilfield services financings, mergers, divestitures and capital structure advisory engagements. Between 2017 and 2024, Mr. Saxton served as the Director of U.S. Operations and was a shareholder at Interra Energy Services. Currently, he is a partner and COO at Encore Global Management, a hedge fund located in Houston. Mr. Saxton holds an MBA from the University of Chicago Booth School of Business and a BS in Petroleum Engineering from the University of Texas at Austin. We believe Mr. Saxton is well-qualified to serve on our board of directors because of his financial experience in the energy industry. Matteo Pasquali , 57, has served on our board of directors since July 2025. Dr. Pasquali joined Rice University in 2000 and has served as Co-Director of the Carbon Nanotechnology Laboratory from 2005 to 2008, Magister of Lovett College from 2009 to 2014, Chair of the Chemistry Department from 2014 to 2018, and Chief Scientific Advisor for Nanotechnology at Shell (sabbatical) from 2018 to 2019. Since 2014, Dr. Pasquali has served as the A. J. Hartsook Professor of Chemical & Biomolecular Engineering, Chemistry, and Materials Science & NanoEngineering at Rice University. He has also served as a board member of the Rice Sustainability Institute since 2023 and a director and scientific advisor for DexMat, Inc. since 2015. His laboratory studies the interplay of energy, materials and carbon, and is pioneering system-level pathways to decarbonize the industrial sector by using carbon materials while co-producing clean hydrogen. Dr. Pasquali leads an academic team that received the first Kavli Foundation Exploration Award in Nanoscience for Sustainability in 2023. Dr. Pasquali is also the founding director of the Carbon Hub, a partnership formed in 2019 between academia, industry and federal labs encompassing over 20 organizations across four continents. The Carbon Hub develops and deploys pathways for simultaneously harvesting zero-emission hydrogen and carbon materials that can reduce emissions from industry and transportation. Dr. Pasquali is an elected Fellow of the American Physical Society, the American Association for the Advancement of Science, the Society of Rheology and has won numerous awards including the NSF CAREER in 2001, the Goradia Innovation Grand Prize in 2014, the Herschel Rich Invention Award in 2016, the Schlack Prize for Man-Made Fibers in 2014, the Rice Presidential Mentoring Award in 2020, and the AIChE Braskem Award for Excellence in Materials Science and Engineering in 2025. Since 2018, Dr. Pasquali has also served as president of Pasquali SWNT Consulting, LLC, for which he provides strategic advice on carbon nanotechnology. We believe Mr. Pasquali is well-qualified to serve on our board of directors because of his academic experience in the energy industry. 69 Number and Terms of Office of Officers and Directors Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of Matteo Pasquali, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Per Hornung Pedersen and Jamie Saxton, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Bernard J. Duroc-Danner and Sten Gustafson, will expire at the third annual general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of the NYSE require that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Per Hornung Pedersen, Jamie Saxton and Matteo Pasqauli is an “independent director” as defined in the NYSE listing standards and applicable SEC rules. In accordance with the NYSE’s phase-in rules, we intend to have a majority of our board members be independent within one year of the closing of our Initial Public Offering. We expect such additional director to enter into a letter agreement substantially similar to the letter agreement signed by our directors. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each of our audit committee, our compensation committee and our and nominating and corporate governance committee are composed solely of independent directors. Subject to phase-in rules, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below. The charter of each committee is available on our website. Audit Committee The members of our audit committee are Per Hornung Pedersen, Matteo Pasquali and Jamie Saxton. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Per Hornung Pedersen, Matteo Pasquali and Jamie Saxton meet the independent director standard under the NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Mr. Pedersen serves as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Saxton qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. 70 We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee The members of our compensation committee are Jamie Saxton and Matteo Pasqauli. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Jamie Saxton and Matteo Pasqauli are independent. Mr. Saxton chairs the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; 71 ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, other than the payment of $35,000 per month to our Sponsor for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial Business Combination. Accordingly, it is likely that prior to the consummation of an initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination. The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. Nominating and Corporate Governance Committee The members of our nominating and corporate governance are Jamie Saxton and Matteo Pasquali. Each of Jamie Saxton and Matteo Pasqauli are independent. Mr. Pasquali chairs of the nominating and corporate governance committee. We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including: ● identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting of shareholders or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors. 72 Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Code of Business Conduct and Ethics, Insider Trading Policy and Committee Charters We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to this Form 10-K. You are able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors can be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or the NYSE rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. We have also adopted a policy regarding insider training and dissemination of inside information (the “Insider Trading Policy”) governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees as well as by the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial Business Combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. 73 Item 11. Executive Compensation. None of our executive officers or directors has received any cash compensation for services rendered. We will pay our Sponsor $35,000 for office space, secretarial and administrative services provided to members of our management team until the consummation of our initial Business Combination. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers and directors, or any affiliate of theirs, for services rendered prior to, or for any services rendered in order to effectuate, the consummation of our initial Business Combination (regardless of the type of transaction that it is). However, these individuals will be entitled to certain payments including, but not limited to, reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination. After the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 30, 2026, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our officers and directors; and ● all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect beneficial ownership of the Public Warrants or Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this Form 10-K. 74 We have based our calculation of the percentage of beneficial ownership on 20,041,150 Class A Ordinary Shares and 7,225,721 Class B ordinary shares issued and outstanding as of March 30, 2026. Class A Class B Ordinary Shares Ordinary Shares Approximate Number of Number of Percentage of Shares Approximate Shares Approximate Outstanding Beneficially Percentage Beneficially Percentage Ordinary Name and Address of Beneficial Owner(1) Owned of Class Owned(2) of Class Shares Directors, Executive Officers and Founders Bernard J. Duroc-Danner (3) - - 7,135,721 98.8 % 26.2 % Sten Gustafson (3) - - 7,135,721 98.8 % 26.2 % Per Hornung Pedersen - - 30,000 * * Jamie Saxton - - 30,000 * * Matteo Pasquali - - 30,000 * * All executive officers and directors as a group (5 individuals) - - 7,225,721 100.0 % 26.5 % Five Percent Holders Pyrophyte Acquisition II LLC (3) - - 7,135,721 98.8 % 26.2 % * Less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Pyrophyte Acquisition Corp. II, 3262 Westheimer Road, Suite 706, Houston, Texas 77098. (2) Interests shown consist solely of Founder Shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment. (3) Pyrophyte Acquisition II LLC, our sponsor, is the record holder of the shares reported herein. Bernard J. Duroc-Danner and Sten Gustafson are the managing members of Pyrophyte Acquisition II LLC and have voting and investment discretion over the securities held by Pyrophyte Acquisition II LLC. Item 13. Certain Relationships and Related Transactions, and Director Independence Founder Shares On May 5, 2025, our Sponsor purchased an aggregate of 7,255,952 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. In June 2025, our Sponsor transferred 30,000 Founder Shares to each of our independent directors (for an aggregate of 90,000 Founder Shares) at the same per-share price at which our Sponsor purchased such shares, or approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 26.5% of the outstanding shares after the IPO. On July 24, 2025, we closed the issuance and sale of an additional 2,541,150 Units to the Underwriters as part of their partial exercise of their Over-Allotment Option. The Underwriters forfeited the balance of their Over-Allotment Option and, as a result, the Sponsor forfeited 30,231 Founder Shares, resulting in it holding an aggregate of 7,135,721 Founder Shares. Private Placement Warrants Our Sponsor purchased an aggregate of 5,050,000 Private Placement Warrants for an aggregate purchase price of $5,050,000, or $1.00 per warrant, in a private placement that occurred simultaneously with the closing of the IPO. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by our Sponsor or its respective permitted transferees, (i) may not (including the underlying securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) and will be entitled to registration rights. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account such that $200,411,500 is held in the Trust Account, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration. If we do not complete our initial Business Combination within the Completion Window, the Private Placement Warrants will expire worthless. The Private Placement Warrants and Private Placement Warrants are subject to the transfer restrictions described above. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Units being sold in the IPO. 75 Administrative Services Agreement We entered into an Administrative Services Agreement with our Sponsor in connection with the IPO. Pursuant to the terms of that agreement, we agreed to pay our Sponsor $35,000 per month for office space, secretarial, administrative and support services provided to us and members of our management team. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination without shareholder approval. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. Promissory Note On May 5, 2025, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2025 or the closing of the Initial Public Offering. At December 31, 2025, there are no amounts outstanding and no further borrowings are permitted under the Note. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercisability and exercise price. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, the Company had no borrowings under the working capital loans. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our initial Business Combination will be made using funds held outside the Trust Account. After our initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post- combination business to determine executive and director compensation. 76 Registration Rights Agreement The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans), will be entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements. Item 14. Principal Accounting Fees and Services. The firm of WithumSmith+Brown, PC acts as our independent registered public accounting firm. The following is a summary of fees paid to WithumSmith+Brown, PC for services rendered. Audit Fees . During the period from May 1, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $135,660 for the services WithumSmith+Brown, PC performed in connection with our Initial Public Offering and the audit of our December 31, 2025 financial statements included in this Form 10-K. Audit-Related Fees. During the period from May 1, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the period from May 1, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the period from May 1, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 77 Part IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: 1. Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein. (b) Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (c) Exhibits: The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Form 10-K. Exhibit Index Number Description 3.1 Amended and Restated Memorandum and Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-288391), filed with the SEC on July 8, 2025). 4.2 Specimen Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on July 8, 2025). 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on July 8, 2025). 4.4 Warrant Agreement, dated July 16, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025). 4.5* Description of Securities. 10.1 Letter Agreement, dated July 16, 2025, by and among the Registrant, its executive officers, directors, its advisors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025). 10.2 Investment Management Trust Agreement, dated July 16, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025). 10.3 Registration Rights Agreement, dated July 16, 2025, by and among the Registrant, the Sponsor and the other holders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025). 10.4 Private Placement Warrants Purchase Agreement, dated July 16, 2025, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025). 10.6 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-288391), filed with the SEC on July 8, 2025). 78 10.7 Administrative Services Agreement, dated July 16, 2025, by and between the Company and Centurion Sponsor LP (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025). 10.8 Promissory Note issued to Pyrophyte Acquisition II LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-288391), filed with the SEC on June 27, 2025). 10.9 Securities Subscription Agreement between Pyrophyte Acquisition II LLC and the Registrant (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-288391), filed with the SEC on June 27, 2025). 14.1 Business Conduct and Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-288391), filed with the SEC on July 8, 2025). 19.1* Insider Trading Policy. 24.1* Power of Attorney (included on the signature pages herein). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Policy relating to the recovery of erroneously awarded compensation. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. 79 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. PYROPHYTE ACQUISITION CORP. II By: /s/ Bernard J. Duroc-Danner Name: Bernard J. Duroc-Danner Title: Chief Executive Officer and Director (Principal executive officer) Dated: March 30, 2026 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bernard J. Duroc-Danner and Sten Gustafson, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Bernard J. Duroc-Danner Chief Executive Officer and Director March 30, 2026 Bernard J. Duroc-Danner ( Principal Executive Officer) /s/ Sten Gustafson Chief Financial Officer and Director March 30, 2026 Sten Gustafson (Principal Financial and Accounting Officer) /s/ Per Hornung Pedersen Director March 30, 2026 Per Hornung Pedersen /s/ Jamie Saxton Director March 30, 2026 Jamie Saxton /s/ Matteo Pasquali Director March 30, 2026 Matteo Pasquali 80 PYROPHYTE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from May 1, 2025 (Inception) Through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from May 1, 2025 (Inception) Through December 31, 2025 F-5 Statement of Cash Flows for the Period from May 1, 2025 (Inception) Through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-22 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Pyrophyte Acquisition Corp. II: Opinion on the Financial Statements We have audited the accompanying balance sheet of Pyrophyte Acquisition Corp. II (the “Company”) as of December 31, 2025 and the related statements of operations, changes in shareholder’s deficit and cash flows for the period from May 1, 2025 (Inception) through December 31, 2025, and the related notes to the financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Pyrophyte Acquisition Corp. II as of December 31, 2025 and the results of its operations and its cash flows for the period from May 1, 2025 (Inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company’s current liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Pyrophyte Acquisition Corp. II in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Pyrophyte Acquisition Corp. II is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 30, 2026 PCAOB ID Number 100 F- 2 PYROPHYTE ACQUISITION CORP. II BALANCE SHEET DECEMBER 31, 2025 ASSETS Current Asset Cash $ 442,500 Prepaid expenses 301,930 Total current assets 744,430 Marketable securities held in Trust Account 204,013,247 Prepaid insurance - long term 45,228 Total Assets $ 204,802,905 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 38,948 Accrued expenses 25,000 Total current liabilities 63,948 Deferred underwriting fees payable 9,399,690 Total liabilities 9,463,638 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 204,013,247 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 20,041,500 ordinary shares subject to possible redemption) - Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,225,721 shares issued and outstanding (1) 723 Additional paid-in capital - Share subscription receivable ( 353,445 ) Accumulated deficit ( 8,321,258 ) Total shareholders’ deficit ( 8,673,980 ) Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 204,802,905 (1) This number includes an aggregate of up to 946,428 Class B ordinary 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 of these financial statements. F- 3 PYROPHYTE ACQUISITION CORP. II STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative expenses $ 628,213 Loss from operations ( 628,213 ) Dividends and interest earned on marketable securities held in the Trust Account 3,601,747 Interest income on cash account 329 Net income $ 2,973,863 Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted 13,598,470 Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption $ 0.14 Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic 6,911,596 Basic net income per share, Class B non-redeemable ordinary shares (1) $ 0.14 Weighted average shares outstanding of Class B non-redeemable ordinary shares, diluted 6,997,607 Diluted net income per share, Class B non-redeemable ordinary shares (1) $ 0.14 (1) This number excludes an aggregate of up to 946,428 Class B ordinary 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 of these financial statements. F- 4 PYROPHYTE ACQUISITION CORP. II STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM MAY 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Ordinary Shares Subject to Possible Redemption Ordinary Shares Additional Share Total Class A Class A Class B Paid-In Subscription Accumulated Shareholders’ Shares Amount Shares Amount Shares Amount Capital Receivable Deficit Deficit Balance as of May 1, 2025 (inception) - $ - - $ - - $ - $ - $ - $ - $ - Issuance of Class B ordinary shares to Sponsor (1) - - - - 7,255,952 726 24,274 - - 25,000 Forfeiture of Class B ordinary shares - - - - ( 30,231 ) ( 3 ) 3 - - - Proceeds from the sale of 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 Share subscription receivable - - - - - - ( 353,445 ) - ( 353,445 ) Remeasurement of Class A Ordinary Shares to redemption value - 19,838,837 - - ( 8,543,716 ) - ( 11,295,121 ) ( 19,838,837 ) Net income - - - - - - - - 2,973,863 2,973,863 Balance as of December 31, 2025 20,041,150 $ 204,013,247 - $ - 7,225,721 $ 723 $ - $ ( 353,445 ) $ ( 8,321,258 ) $ ( 8,673,980 ) (1) This number includes an aggregate of up to 946,428 Class B ordinary 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 of these financial statements. F- 5 PYROPHYTE ACQUISITION CORP. II STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities Net income $ 2,973,863 Adjustments to reconcile net income to net cash used in operating activities: Dividends and interest earned on marketable securities held in the Trust Account ( 3,601,747 ) Formation and operating expenses paid in exchange for Founder Shares 5,000 Changes in operating assets and liabilities: Prepaid expenses ( 347,158 ) Accounts payable 38,948 Accrued expenses 25,000 Net cash used in operating activities ( 906,094 ) 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 Units 200,411,500 Proceeds from sale of Private Placement Warrants 4,396,555 Offering costs paid ( 3,047,961 ) Net cash provided by financing activities 201,760,094 Net increase in cash 442,500 Cash - beginning of period - Cash - end of period $ 442,500 Supplemental disclosure of noncash investing and financing activities: Private Placement Warrants issued through forgiveness of promissory note - related party $ ( 300,000 ) Offering costs paid through the issuance of Founder 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 of these financial statements. F- 6 NOTE 1— ORGANIZATION AND BUSINESS OPERATIONS Pyrophyte Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 1, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). 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 December 31, 2025, the Company had not yet commenced operations. All activity for the period from May 1, 2025 (inception) through December 31, 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. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and sale of Private Placement Warrants (defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on July 16, 2025. On July 18, 2025, the Company consummated its Initial Public Offering 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 , which is described in Note 3. 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 redeemable warrant (each whole warrant, a “Public Warrant”) of the Company. Each Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment. The Company granted UBS Securities LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “Underwriters”) in the Initial Public Offering a 45-day option 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 the remaining 83,850 Units under their over-allotment option. Simultaneously with the closing of the Initial 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 . Transaction costs amounted to $ 12,767,651 , including $ 9,399,690 in deferred underwriting fees, $ 2,625,000 in upfront underwriting fees, and $ 742,961 in other offering costs related to the Initial Public Offering. In addition, cash of $ 1,500,000 (including share subscription receivable of $ 353,445 ) was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. As a result of the Initial Public Offering and subsequent partial exercise of the over-allotment option, a total of $ 200,411,500 of the net proceeds from the Initial Public Offering and the sale of the over-allotment option units was deposited in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering held in the Trust Account will not be released until the earlier of (i) the consummation of the initial Business Combination and (ii) the distribution of the Trust Account proceeds as described below. 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. F- 7 The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty-five ( 185 ) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and that invest only in direct U.S. government obligations or in an interest bearing demand deposit account. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. 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. 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. The Company must complete a Business Combination with one or more target businesses that together have a fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes paid or payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, an aggregate of $ 10.00 per Unit sold in the Initial Public Offering was held in a Trust Account as cash and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or held as cash; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the initial Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that it holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $ 100 billion or more selected by the trustee that is reasonably satisfactory to the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay the Company’s taxes, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial Business Combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100 % of its public shares if it does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other material provision relating to the rights of holders of Class A Ordinary Shares (the “Public Shareholders”) or pre-initial Business Combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete a Business Combination within 24 months from the closing of Initial Public Offering, subject to applicable law. If the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering, the Company and the Underwriters have agreed that (1) the Underwriters will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the Trust Account; 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. F- 8 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. The amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the Underwriters. The Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares (as defined in Note 4) and Public Shares in connection with the completion of the Company’s initial Business Combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial Business Combinations and provide for related redemptions of Public Shares for cash upon completion of such initial Business Combinations even when a vote is not required by law, if a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, it will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing its initial Business Combination. The Company’s amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, it will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval, it will complete its initial Business Combination only if it obtains the approval of an ordinary resolution under Cayman Islands law and its amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. However, if the Company’s initial Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of its initial Business Combination will require the approval of a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. However, the participation of the Company’s Sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of an initial Business Combination even if a majority of the Public Shareholders vote, or indicate their intention to vote, against such initial Business Combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of the initial Business Combination once a quorum is obtained. The Company’s amended and restated memorandum and articles of association require that at least five clear days’ notice will be given of any general meeting. The Class A Ordinary Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval of the Business Combination, a majority of the issued and outstanding shares voted must be voted in favor of the Business Combination. Pursuant to the Company’s amended and restated memorandum and articles of association, if it has not completed its initial Business Combination within 24 months from the closing of the Initial Public Offering, it will as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of amounts not previously released to the Company for permitted withdrawals and up to $ 100,000 of interest to pay liquidation expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within 24 months from the closing of the Initial Public Offering. 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. F- 9 NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. Going Concern, Liquidity and Capital Resources As of December 31, 2025, the Company had a cash balance of $ 442,500 . 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. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an initial Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of an initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide it with loans up to $ 1,500,000 as the Company may require (“Working Capital Loans”). The Company expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination. The Company has until 24 months from the IPO to complete a Business Combination or cease all operations other than those required for the purpose of liquidation. In connection with management’s evaluation of the Company’s ability to continue as a going concern in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company’s liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date the audited financial statements are available to be issued. The Company intends to satisfy its liquidity needs through the Working Capital Loans that may be provided by its officers, directors and initial shareholders. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to satisfy its obligations. Emerging Growth Company Status 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. 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. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 10 Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents 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 $ 442,500 in cash and no cash equivalents as of December 31, 2025. Marketable Securities Held in Trust Account As of December 31, 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 Initial Public Offering 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 balance sheet as of December 31, 2025 are reconciled in the following table: Gross proceeds $ 200,411,500 Less: Class A Ordinary Shares issuance costs ( 12,512,442 ) Fair value of Public Warrants at issuance ( 3,724,648 ) Plus: Remeasurement of Class A Ordinary Shares to redemption value 19,838,837 Class A Ordinary Shares subject to possible redemption at December 31, 2025 $ 204,013,247 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. F- 11 Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. 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. There were no investments, assets or liabilities requiring fair value measurement as of December 31, 2025 except marketable securities held in Trust Account of $ 204,013,247 , which is determined to be a Level 1 measurement. Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company accounted for the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the instruments continue to be classified in equity. The over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and would be accounted for as a liability pursuant to ASC 480. The over-allotment option was partially exercised on July 24, 2025, and the over-allotment liability recorded by Company was reversed. 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 Initial Public Offering. 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. 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. Subscription Receivable The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a subscription receivable as an asset on a balance sheet, except when subscription receivable is not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under ASC 505-10-45-2, in which case, the subscription is reclassified as a contra account to stockholders’ deficit on the balance sheet. Income Taxes 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. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 12 ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 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. 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 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 period from May 1, 2025 (inception) through December 31, 2025, the Company did not consider the effect of the warrants sold in the Initial 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. For The Period From May 1, 2025 (Inception) Through December 31, 2025 Basic Earnings Per Share Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares Net income allocable to Redeemable Class A Ordinary Shares $ 1,971,714 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic weighted average shares outstanding, Redeemable Class A Ordinary Shares 13,598,470 Basic net income per share, Class A Ordinary Shares subject to possible redemption $ 0.14 Non-Redeemable Class B ordinary shares Numerator: Net income allocable to non-redeemable Class B Ordinary Shares Net income allocable to non-redeemable Class B ordinary shares $ 1,002,149 Denominator: Weighted Average Non-Redeemable Class B ordinary shares 6,911,596 Basic net income per share, Class B non-redeemable ordinary shares $ 0.14 Diluted Earnings Per Share Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares Net income allocable to Redeemable Class A Ordinary Shares $ 1,963,480 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A Ordinary Shares 13,598,470 Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption $ 0.14 Non-Redeemable Class B ordinary shares Numerator: Net income allocable to non-redeemable Class B Ordinary Shares Net income allocable to non-redeemable Class B ordinary shares $ 1,010,383 Denominator: Weighted Average Non-Redeemable Class B ordinary shares 6,997,607 Diluted net income per share, Class B non-redeemable ordinary shares $ 0.14 F- 13 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. 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. 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 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 Initial Public Offering of the Company’s Class A Ordinary Shares and the probability of the success of the initial Business Combination. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3—INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on July 16, 2025. On July 18, 2025, the Company consummated the Initial Public Offering of 17,500,000 Units, generating gross proceeds of $ 175,000,000 . 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. F- 14 Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Public 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, and only whole warranty is 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 Initial Public Offering, 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 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 Founder Shares On May 5, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, to cover certain of the Company’s expenses, for which the Company issued 7,255,952 Founder Shares to the Sponsor. The Founder Shares included up to 946,428 of the Founder Shares subject to forfeiture by the Sponsor for no consideration to the extent the Underwriters’ over-allotment was not fully exercised. The Underwriters had 45 days after the closing of the Initial Public Offering to exercise their over-allotment option. On July 24, 2025, the Underwriters partially exercised their over-allotment option as part of the Initial Public Offering. As such, 30,231 Founder Shares were forfeited by the Sponsor. 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. These 90,000 Founder Shares were not subject to forfeiture. The allocation of the Founder Shares to the directors is in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company used the implied stock price as of the date of the Initial Public Offering of the Company’s Class A Ordinary Shares and the probability of the success of the initial Business Combination. The fair value of the 90,000 Founder Shares granted to the Company’s directors was $ 216,637 or $ 2.41 per share. The Founder Shares were granted subject to a performance condition, the performance of the duties of an independent director through and the occurrence of an initial Business Combination. 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 December 31, 2025. As of December 31, 2025, the unrecognized stock compensation expense was $ 216,637 . F- 15 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). 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. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with 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 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 and excluding the Class A Ordinary Shares underlying the Private Placement Warrants issued to the Sponsor and the Underwriters), 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 in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (except to certain permitted transferees and under certain circumstances). Notwithstanding the foregoing, if the last sale price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the completion of the Company’s initial Business Combination, the Founder Shares will be released from this lock-up. F- 16 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 the Initial Public Offering 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 Initial Public Offering. 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 December 31, 2025, there are no amounts outstanding under the note and the note is no longer available to be drawn. Share Subscription Receivable On July 19, 2025, in connection with the sale of the Private Placement Warrants, the Sponsor should have deposited $ 353,445 of the net proceeds into the Company’s bank account. This amount still has not been received as of December 31, 2025. The Company has accounted for the amount due as a share subscription receivable within shareholders’ deficit. The amount is non-interest bearing, due on demand and expected to be settled in the near term. Private Placement Warrants On July 18, 2025, the Sponsor purchased an aggregate 5,050,000 Private Placement Warrants at a price of $ 1.00 per whole Private Placement Warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each whole Private Placement Warrant is exercisable for one whole 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 Initial Public Offering, 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 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. Administrative Support Agreement Commencing on the effective date of the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $ 35,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from May 1, 2025 (inception) through December 31, 2025, the Company recognized $ 192,500 in administrative fees. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsor or an affiliate of its Sponsor or certain of its officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis. If the Company completes its initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay such loaned amounts but no proceeds held in the Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may be convertible into Private Placement Warrants at a price of $ 1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. 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 December 31, 2025, no such Working Capital Loans were outstanding. F- 17 NOTE 5—COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas war and the conflict between the United States and Israel and Iran, as well as recent developments to U.S. tariff policies. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the U.S., the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.  The invasion of Ukraine by Russia, the Israel-Hamas war, the conflict between the United States and Israel and Iran and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas war, and the conflict between the United States and Israel and Iran and subsequent sanctions or related actions or the ongoing trade and tariff policy changes by the U.S. or other countries could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of the (i) Founder Shares, which were issued in the Private Placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement 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”). F- 18 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—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 December 31, 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 December 31, 2025, there were no Class A Ordinary Shares issued or outstanding (excluding 20,041,150 shares subject to possible redemption). 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. On May 5, 2025, the Company issued 7,255,952 Class B ordinary shares to the Sponsor (the “Founder Shares”) for $ 25,000 , or approximately $ 0.003 per share, which included an aggregate of up to 946,428 shares that were subject to forfeiture to the extent that the Underwriters’ over-allotment option was not exercised in full or in part. In June 2025, the Sponsor transferred 30,000 of the Company’s Founder Shares to each of the Company’s three independent directors. On July 24, 2025, the Underwriters partially exercised their over-allotment option and forfeited their right remaining Units under the over-allotment option. As a result, the Sponsor forfeited 30,231 Class B ordinary shares. As of December 31, 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. 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 December 31, 2025, there were 15,070,575 warrants outstanding ( 10,020,575 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. F- 19 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. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. 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 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 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. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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. 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 not less than 30 days’ prior written notice of redemption (the “ 30 -day redemption period”); and ● 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. F- 20 Anti-dilution adjustments If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the units in the Initial Public Offering. The Company accounts for the 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) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. NOTE 7—SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. 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. 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 statements of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. F- 21 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: As of December 31, 2025 Marketable securities held in Trust Account $ 204,013,247 For The Period From May 1, 2025 (Inception) Through December 31, 2025 General and administrative expenses $ 628,213 Dividends and interest earned on marketable securities held in the Trust Account $ 3,601,747 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 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 statement 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 following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Assets: Marketable securities held in Trust Account $ 204,013,247 $ — $ — The Public Warrants were valued using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The value of the Public Warrants as of the IPO date was $ 3,724,648 or $ 0.37 per warrant. 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 as of the Initial Public Offering date using level 3 inputs: July 18, 2025 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 March 30, 2026, the date that the 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 financial statements. F-22