Pyrophyte Acquisition Corp. II Announces Closing of $175 Million Initial Public Offering

Rhea-AI Summary

Pyrophyte Acquisition Corp. II (NYSE: PAII) has successfully completed its initial public offering (IPO) of 17,500,000 units at $10.00 per unit, raising $175 million. Each unit comprises one Class A ordinary share and one-half of one redeemable warrant, with whole warrants exercisable at $11.50 per share.

The company also completed a concurrent private placement of 5,050,000 warrants at $1.00 per warrant to its sponsor, generating additional proceeds of $5.05 million. The units trade on NYSE under "PAII.U", with Class A shares and warrants to trade separately under "PAII" and "PAII WS".

As a blank check company, PAII aims to pursue business combinations in the energy sector, with UBS Investment Bank serving as lead book-running manager.

Positive

• Successfully raised $175 million through IPO at $10.00 per unit
• Additional $5.05 million raised through private placement of warrants
• 45-day over-allotment option for underwriters to purchase up to 2,625,000 additional units
• Strong institutional backing with UBS Investment Bank as lead book-runner

Negative

• Blank check company with no operating history or existing business
• No specific acquisition target identified yet
• Investment carries typical SPAC risks including potential dilution and uncertainty

Insights

SPAC Investment Analyst

Pyrophyte Acquisition Corp. II raises $175M in SPAC IPO targeting energy sector opportunities with standard $10 unit structure.

Pyrophyte Acquisition Corp. II has successfully completed its $175 million initial public offering, selling 17.5 million units at $10.00 each. This represents a standard SPAC structure where each unit contains one Class A ordinary share and half a warrant (exercisable at $11.50). The sponsor, Pyrophyte Acquisition II LLC, simultaneously purchased 5.05 million private placement warrants at $1.00 each, contributing an additional $5.05 million in proceeds.

This SPAC follows the typical trust account structure with 100% of the IPO proceeds ($175 million) placed in trust, which provides investors with the standard $10.00 per unit redemption floor. Pyrophyte II is targeting opportunities specifically in the energy sector, although its mandate allows flexibility to pursue combinations across any industry.

UBS Investment Bank served as lead book-runner with Brookline Capital Markets as co-manager. The underwriters received a standard 45-day option to purchase up to 2.625 million additional units to cover potential over-allotments.

As with all SPACs, Pyrophyte II now enters its search phase to identify and complete a business combination. Investors should note the sponsor's leadership includes Sten Gustafson as President and CFO, suggesting industry expertise relevant to their energy sector focus.

HOUSTON, TX, July 18, 2025 (GLOBE NEWSWIRE) -- Pyrophyte Acquisition Corp. II (NYSE: PAII) (the “Company”) today announced the closing of its initial public offering of 17,500,000 units at a public offering price of $10.00 per unit. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

The units are listed on the New York Stock Exchange (the “NYSE”) and commenced trading under the ticker symbol “PAII.U” on July 17, 2025. Once the securities comprising the units begin separate trading, the Class A ordinary shares and the warrants are expected to be listed on NYSE under the symbols “PAII” and “PAII WS,” respectively.

Concurrently with the closing of the initial public offering, the Company closed on a private placement of 5,050,000 warrants to Pyrophyte Acquisition II LLC, the Company’s sponsor, at a price of $1.00 per warrant, resulting in gross proceeds of $5,050,000. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Of the proceeds received from the consummation of the initial public offering and the simultaneous private placement of warrants, $175,000,000 (or $10.00 per unit sold in the public offering) was placed in trust.

Pyrophyte Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any industry, sector or geographic region, it expects to target opportunities and companies in the energy sector.

UBS Investment Bank acted as the lead book-running manager of the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC acted as the co-manager of the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 2,625,000 units at the initial public offering price to cover over-allotments, if any.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Prospectus Department, or by email at: prospectusrequest@ubs.com.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination and the anticipated use of the net proceeds of the initial public offering and simultaneous private placement. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering, available on the SEC’s website, www.sec.gov, and the Company’s preliminary prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the issuance of this release, except as required by law.

Contact

Sten Gustafson
President and Chief Financial Officer
Pyrophyte Acquisition Corp. II
sten.gustafson@pyrophytespac.com

FAQ

What is the IPO price for Pyrophyte Acquisition Corp. II (PAII) units?

PAII units were priced at $10.00 per unit, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant.

How much money did PAII raise in its IPO?

PAII raised $175 million in its initial public offering and an additional $5.05 million through a private placement of warrants.

What is Pyrophyte Acquisition Corp. II's business focus?

PAII is a blank check company targeting opportunities and companies specifically in the energy sector for potential business combinations.

What are PAII's NYSE trading symbols?

The units trade as PAII.U, with Class A shares and warrants to trade separately under PAII and PAII WS respectively.

What is the exercise price for PAII warrants?

Each whole warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share.