Pyrophyte Acquisition Corp. II Announces Closing of Over-Allotment Option, Resulting in Total Gross Proceeds of $200.4 Million in Initial Public Offering

Rhea-AI Summary

Pyrophyte Acquisition Corp. II (NYSE: PAII.U) has successfully completed its initial public offering with the exercise of the over-allotment option, raising total gross proceeds of $200.4 million. The company sold an additional 2,541,150 units at $10.00 per unit, generating extra proceeds of $25.4 million.

Each unit comprises one Class A ordinary share and one-half redeemable warrant, with whole warrants exercisable at $11.50 per share. Additionally, the company's sponsor, Pyrophyte Acquisition II LLC, participated in a private placement of 5,050,000 warrants at $1.00 per warrant, contributing $5.05 million. The entire proceeds of $200.4 million have been placed in trust.

The SPAC aims to pursue business combinations in the energy sector, with UBS Investment Bank serving as lead book-running manager.

Positive

• Successfully raised $200.4 million in total gross proceeds
• Complete exercise of over-allotment option shows strong investor demand
• 100% of IPO proceeds ($10.00 per unit) placed in trust
• Additional $5.05 million raised through private placement warrants

Negative

• No specific target company identified yet
• Investment is subject to typical SPAC risks including potential deal failure
• Warrant dilution potential at $11.50 exercise price

Insights

Financial Analyst

Pyrophyte Acquisition Corp. II completes its IPO with $200.4M in proceeds, targeting future acquisitions in the energy sector.

Pyrophyte Acquisition Corp. II (NYSE: PAII.U) has successfully completed its initial public offering with the exercise of an over-allotment option, raising an additional $25.4 million through the sale of 2,541,150 units at $10.00 per unit. This brings their total gross proceeds to $200.4 million.

The SPAC structure includes units comprising one Class A ordinary share and half a warrant, with each whole warrant exercisable at $11.50 per share. Concurrently, the company closed a private placement of 5,050,000 warrants at $1.00 each to its sponsor, Pyrophyte Acquisition II LLC, generating an additional $5.05 million.

The entire $200.4 million from the public offering has been placed in trust, representing $10.00 per unit. This capital will be deployed when Pyrophyte identifies a suitable business combination target, with the company specifically focusing on opportunities in the energy sector.

UBS Investment Bank served as the lead book-running manager, with Brookline Capital Markets acting as co-manager. This represents a sizeable blank check company entering the market with significant capital to pursue acquisitions in the energy space, which has been experiencing substantial transformation due to global energy transition trends.

HOUSTON, TX, July 29, 2025 (GLOBE NEWSWIRE) -- Pyrophyte Acquisition Corp. II (NYSE: PAII.U) (the “Company”) today announced that it has consummated the sale of an additional 2,541,150 units subject to the over-allotment option granted to the underwriters in connection with its initial public offering. The additional units were sold at $10.00 per unit, generating additional gross proceeds to the Company of $25,411,500. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

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

Concurrently with the closing of the initial public offering on July 18, 2025, the Company closed on a private placement of 5,050,000 warrants to Pyrophyte Acquisition II LLC, the Company’s sponsor, at a price of $1.00 per warrant, resulting in gross proceeds of $5,050,000. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Of the proceeds received from the consummation of the initial public offering, including the closing of the over-allotment option, and the simultaneous private placement of warrants, an aggregate of $200,411,500 (or $10.00 per unit sold in the public offering) was placed in trust.

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

UBS Investment Bank acted as the lead book-running manager of the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC acted as the co-manager of the offering.

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

The offering was made only by means of a prospectus.

Cautionary Note Concerning Forward-Looking Statements

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

Contact

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

FAQ

How much money did Pyrophyte Acquisition Corp. II (PAII) raise in its IPO?

Pyrophyte Acquisition Corp. II raised $200.4 million in total gross proceeds, including $25.4 million from the over-allotment option exercise at $10.00 per unit.

What is the structure of PAII's IPO units?

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant can be exercised to purchase one Class A ordinary share at $11.50 per share.

What sector is Pyrophyte Acquisition Corp. II (PAII) targeting?

PAII is targeting opportunities and companies specifically in the energy sector for its business combination.

When will PAII's securities begin trading separately?

While units currently trade as 'PAII.U', the Class A ordinary shares and warrants will trade separately on NYSE under the symbols 'PAII' and 'PAII WS' respectively once separate trading begins.

How much private placement funding did PAII secure?

The company secured $5.05 million through a private placement of 5,050,000 warrants at $1.00 per warrant to its sponsor, Pyrophyte Acquisition II LLC.