Pyrophyte II signs $600M Sakuu merger agreement
Completion depends on shareholder approvals, regulatory conditions and at least $30,000,000 of Net Closing Cash for Sakuu's obligations.
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Rhea-AI Filing Summary
Pyrophyte Acquisition Corp. II (PAII) entered into a proposed business combination agreement with Sakuu Corporation and Pyrophyte Merger Sub, Inc. Sakuu equityholders would receive 60,000,000 newly issued New Pyrophyte common shares, calculated by dividing $600,000,000 by $10.00 per share. Pyrophyte would domesticate in Delaware, change its name to Sakuu Holdings, Inc., and merge the subsidiary into Sakuu, which would survive as a wholly owned subsidiary.
Closing is subject to shareholder approvals, an effective Form S-4, antitrust waiting-period expiration, listing approval and other conditions; Sakuu's obligations also require at least $30,000,000 of Net Closing Cash. IPO Class A holders would have a redemption opportunity immediately before closing. Either party may terminate if the combination is not completed by May 31, 2027.
During the five-year earnout period, closing sale-price tests of at least $12.50 and $15.00—each requiring 20 Trading Days within any 30 consecutive Trading Day period—would trigger reserves of 5,000,000 shares per threshold for eligible current employees, directors and individual service providers. The sponsor agreed to vote its shares for the combination and waive specified anti-dilution rights.
8-K Event Classification
Key Figures
Key Terms
Domestication regulatory
Exchange Ratio financial
Net Closing Cash financial
Company Incentive Pool financial
Lock-Up Period regulatory
PIPE Financing financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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area code: (
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(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
Business Combination Agreement
General Description of the Business Combination Agreement
On October 14, 2026, Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company limited by shares (“Pyrophyte”), entered into a Business Combination Agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”) with Sakuu Corporation, a Delaware corporation (“Sakuu”), and Pyrophyte Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pyrophyte (“Merger Sub”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
Subject to its terms and conditions, the Business Combination Agreement provides that (a) Pyrophyte will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands (such continuation and domestication, the “Domestication”), change its name to “Sakuu Holdings, Inc.” (“New Pyrophyte”), and amend its governing documents to become the Post-Closing Certificate of Incorporation and Post-Closing Bylaws (as such terms are defined in the Business Combination Agreement), and (b) following the Domestication, Sakuu will file with the Secretary of State of the State of Delaware a certificate of merger and Merger Sub will merge with and into Sakuu, with Sakuu surviving the merger as a wholly owned subsidiary of Pyrophyte (“Merger”).
Transaction Consideration
Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, in connection with and prior to the Closing, each Pyrophyte Class A Share and Pyrophyte Class B Share issued and outstanding immediately prior to the Domestication shall, by virtue of the Domestication, be automatically converted on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of Pyrophyte (“New Pyrophyte Common Shares”).
Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, Sakuu’s equityholders will receive an aggregate of 60,000,000 newly issued New Pyrophyte Common Shares (the “Transaction Consideration”), calculated by dividing $600,000,000 by $10.00 per share. The “Exchange Ratio” is equal to 60,000,000 divided by the Fully Diluted Company Capitalization.
Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the effective time of the Merger,
| (a) | each share of Sakuu’s common stock (“Sakuu Common Stock”) and each share of Sakuu’s preferred stock (“Sakuu Preferred Stock” and, together with the Sakuu Common Stock, the “Sakuu Capital Stock”) owned by Pyrophyte, Merger Sub, or any other subsidiary of Pyrophyte or held by Sakuu as treasury stock immediately prior to the Merger shall be automatically cancelled and retired without any conversion thereof and shall cease to exist, and no consideration shall be paid with respect thereto, |
| (b) | other than any Dissenting Shares, each share of Sakuu Preferred Stock issued and outstanding immediately prior to the effective time of the Merger shall, in accordance with Sakuu’s certificate of incorporation, be converted into the right to receive a number of New Pyrophyte Common Shares equal to the product of the number of shares of Sakuu Common Stock into which such share of Sakuu Preferred Stock would be converted in accordance with Sakuu’s certificate of incorporation as of immediately prior to the effective time of the Merger, multiplied by the Exchange Ratio, |
| (c) | other than any Dissenting Shares, each share of Sakuu Common Stock issued and outstanding immediately prior to the effective time of the Merger shall, in accordance with Sakuu’s certificate of incorporation, be converted into the right to receive a number of New Pyrophyte Common Shares equal to the Exchange Ratio, |
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| (d) | each share of Merger Sub’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the effective time of the Merger shall be automatically canceled and extinguished and converted into and become one newly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of Sakuu following the Merger (the “Surviving Company Common Stock”); |
| (e) | each Company Option shall be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of New Pyrophyte Common Shares (rounded down to the nearest whole share), determined by multiplying the number of shares of Sakuu Common Stock subject to such Company Option as of immediately prior to the effective time of the Merger by the Exchange Ratio, at an exercise price per New Pyrophyte Common Share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of Sakuu Common Stock of such Company Option as of immediately prior to the effective time of the Merger, divided by (ii) the Exchange Ratio; |
| (f) | each Company Warrant outstanding immediately prior to the effective time of the Merger shall cease to represent a right to acquire Sakuu Capital Stock, shall be assumed by Pyrophyte, and shall be cancelled in exchange for a warrant to acquire New Pyrophyte Common Shares (“Converted Warrant”), on the same contractual terms and conditions as were in effect with respect to Company Warrants immediately prior to the effective time of the Merger under the terms of the relevant agreements governing such Company Warrants, except for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement or for such other immaterial administrative or ministerial changes as the board of directors of Pyrophyte may determine in good faith are appropriate to effectuate the administration of the Converted Warrants, determined by multiplying the number of shares of Sakuu Capital Stock subject to such Company Warrant as of immediately prior to the effective time of the Merger by the Exchange Ratio, at an exercise price per share of New Pyrophyte Common Shares (rounded up to the nearest whole cent) equal to (i) the exercise price per share of Sakuu Capital Stock of such Company Warrant divided by (ii) the Exchange Ratio; |
| (g) | each Company Convertible Note, if not optionally converted by its holder immediately prior to the effective time of the Merger, will convert into New Pyrophyte Common Shares in accordance with the terms of each such Company Convertible Note and, upon such conversion, shall cease to be outstanding; |
| (h) | each Company SAFE outstanding immediately prior to the effective time of the Merger shall be terminated, cancelled, and converted into a right to receive a number of New Pyrophyte Common Shares in accordance with the terms of such Company Safe Agreement; and |
| (i) | each Dissenting Share shall not be converted into a right to receive a portion of the Transaction Consideration but instead shall be entitled to only such rights as are granted by Section 262 of the Delaware General Corporation Law. |
Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the effective time of the Merger, all the assets, property, rights, privileges, immunities, powers, and franchises of Sakuu and Merger Sub will vest in Sakuu, as the surviving entity, and all debts, liabilities, and duties of Sakuu and Merger Sub will become the debts, liabilities, and duties of Sakuu, as the surviving entity.
Company Management Incentive Pool
If, at any time during the period commencing on the Closing and ending on the fifth anniversary of the Closing (the “Earnout Period”), the closing sale price of the New Pyrophyte Common Shares is greater than or equal to $12.50 for any twenty Trading Days within any thirty consecutive Trading Day period (such time when the foregoing is first satisfied, the “First Earnout Achievement Date”), New Pyrophyte shall promptly allocate and reserve for issuance 5,000,000 New Pyrophyte Common Shares under a management incentive pool (the “Company Incentive Pool”), to be granted solely as incentive compensation for services under the proposed post-closing equity incentive plan (the “Equity Incentive Plan”) and not as consideration in the Merger or in respect of any shares of Sakuu Capital Stock or other equity securities of Sakuu.
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In addition, if, at any time during the Earnout Period, the closing sale price of New Pyrophyte Common Shares is greater than or equal to $15.00 for any twenty Trading Days within any thirty consecutive Trading Day period (such time when the foregoing is first satisfied, the “Second Earnout Achievement Date”), New Pyrophyte shall promptly allocate and reserve for issuance an additional 5,000,000 New Pyrophyte Common Shares under the Company Incentive Pool, to be granted solely as incentive compensation for services under the Equity Incentive Plan in accordance with the Company Incentive Pool Allocation Framework.
Awards from the Company Incentive Pool may be made solely to then-current employees, directors and natural-person individual service providers of Sakuu or the Surviving Company who render bona fide services, in accordance with the eligibility criteria, overall pool cap, per-person limits and allocation tiers set forth in the Company Incentive Pool Allocation Framework, and no shareholder shall be entitled to any award in its capacity as a holder of equity securities of Sakuu. The Company Incentive Pool shares shall be in addition to, and shall not reduce, the initial share reserve provided for under the Equity Incentive Plan.
Proxy Statement and Registration Statement; Pyrophyte Shareholders’ Meeting
As promptly as practicable following the receipt by Pyrophyte of any audited or unaudited financial statements of Sakuu that are required by applicable law to be included in the Registration Statement (as defined below), Pyrophyte and Sakuu will jointly prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 relating to the Business Combination (the “Registration Statement”), which will contain (i) a proxy statement relating to an extraordinary general meeting of Pyrophyte’s shareholders (the “Pyrophyte EGM”) to be held to consider, among other things, (x) approval of the Domestication, (y) approval of the Business Combination (including the approval and adoption of the Business Combination Agreement) and (z) the adoption and approval of any other proposals the parties deem necessary to effectuate the Business Combination and (ii) a prospectus that New Pyrophyte will use to offer the New Pyrophyte Common Shares and warrants of New Pyrophyte (“New Pyrophyte Warrants”) to be issued in connection with the Business Combination.
Pyrophyte Redemption
Pyrophyte will provide an opportunity to the holders of Pyrophyte Class A Shares that were initially issued as part of the units sold in its initial public offering to have their shares redeemed on the terms and conditions set forth in the Business Combination Agreement and Pyrophyte’s organizational documents (the “Redemption”). Subject to receipt of the approval of the Business Combination Agreement at the Pyrophyte EGM, Pyrophyte will carry out the Redemption immediately prior to the Effective Time in accordance with its organizational documents.
Representations and Warranties
The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things: corporate organization; authorization to enter into the Business Combination Agreement; capitalization; financial statements; undisclosed liabilities; litigation; compliance with laws; material contracts; company benefit plans; labor matters; taxes; insurance; permits; property; intellectual property, data privacy and security; environmental matters; absence of changes; brokers; transactions with affiliates; consents and requisite governmental approvals; and related party transactions.
Covenants
The Business Combination Agreement contains certain customary covenants for transactions of this type by Sakuu and Pyrophyte, including, among others, covenants regarding the operations of the businesses prior to consummation of the Business Combination; trust account waiver and proceeds; director and officer indemnification and insurance; financial information; related party transactions; public filings and securities and stock exchange listing of New Pyrophyte Common Shares; equity plans; Section 16 matters; and the Pyrophyte Transaction Expense Cap.
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The Business Combination Agreement also contains joint covenants by all parties including, among others, the organization and appointment of the board of directors of Pyrophyte; efforts to consummate the Business Combination; the preparation and filing of the Registration Statement and related proxy statement; efforts to arrange and obtain the PIPE Financing; exclusive dealing; tax matters; confidentiality, access to information, and publicity; further assurances and post-closing cooperation; shareholder litigation; and requisite Sakuu shareholder approval.
Survival and Indemnification
None of the representations or warranties in the Business Combination Agreement will survive the Closing. The covenants and agreements that by their terms apply in whole or in part after the Closing will survive the Closing and continue until fully performed in accordance with their terms.
Conditions to Consummation of the Business Combination
Consummation of the Business Combination is generally subject to customary conditions of the respective parties and conditions customary to special purpose acquisition companies, including (a) expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any foreign antitrust laws set forth on Schedule 10.01(a) to the Business Combination Agreement; (b) the absence of any law or governmental order in effect preventing the consummation of the Business Combination; (c) the Registration Statement having become effective and the absence of a stop order being issued or the threat or initiation of a stop order proceeding by the SEC with respect to the Registration Statement; (d) receipt of the requisite approval for consummation of the Business Combination from Pyrophyte’s and Sakuu’s shareholders; (e) approval of New Pyrophyte Common Shares being issued in connection with the Business Combination for listing on the New York Stock Exchange (the “NYSE”) or Nasdaq Stock Market (“Nasdaq”), and (f) solely with respect to Sakuu’s obligations, the Net Closing Cash shall be at least equal to $30,000,000.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (a) by mutual written consent of Sakuu and Pyrophyte; (b) by Pyrophyte if Sakuu is in material breach of its representations and warranties relating to Sakuu that would render any of the conditions to obligations of Pyrophyte incapable of being satisfied on the date of Closing and such breach is not cured or cannot be cured within certain specified time periods; (c) by Sakuu if Pyrophyte or Merger Sub is in material breach of their respective warranties or obligations that would render any of the conditions to obligations of Sakuu incapable of being satisfied on the date of Closing and such breach is not cured or cannot be cured within certain specified time periods; (d) by either Pyrophyte or Sakuu if the Business Combination shall not have been consummated on or prior to May 31, 2027 (the “Termination Date”); (e) by either Pyrophyte or Sakuu if any governmental authority has issued a Governmental Order or taken any other action enjoining, restraining, or otherwise prohibiting the Business Combination beyond the Termination Date which has become final and non-appealable; (f) by either Pyrophyte or Sakuu if certain required approvals are not obtained from Pyrophyte shareholders after the conclusion of a meeting of Pyrophyte’s shareholders duly convened therefor; (g) by Pyrophyte, if a Sakuu shareholder party to the Company Support Agreement has failed to perform any covenant or agreement on the part of such Sakuu shareholder that would render the condition relating to the Required Company Shareholders’ Consent incapable of being satisfied on the date of Closing (unless Sakuu has obtained the Required Company Shareholders’ Consent or delivered one or more additional Company Support Agreements sufficient to cause such condition to be capable of satisfaction) and such failure is not cured or cannot be cured within certain specified time periods; (h) by Pyrophyte if Sakuu does not deliver to Pyrophyte Company Support Agreements from Sakuu shareholders holding sufficient Sakuu Capital Stock to approve he matters comprising the Required Company Shareholders’ Consent within thirty days (or forty-five days if the fifteen day automatic extension is triggered) following the effective date of the Business Combination Agreement; (i) by Pyrophyte if the Required Company Shareholders’ Consent is, at any time after the Required Company Shareholders’ Consent has been obtained, no longer valid or is otherwise revoked or rescinded at any time; and (j) by Sakuu at any time if the Pyrophyte Shares are no longer listed on the NYSE.
If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of any willful and material breach of the Business Combination Agreement or fraud, and for customary obligations that survive the termination thereof (such as confidentiality obligations).
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Pyrophyte’s public disclosures.
Related Agreements
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, Pyrophyte Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), Pyrophyte, and Sakuu entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to (i) vote all of its Pyrophyte Shares in favor of the Business Combination, (ii) not redeem any of the Pyrophyte Shares held by it at the Pyrophyte Shareholders Meeting; (iii) be bound by certain transfer restrictions in respect of the Pyrophyte Shares held by the Sponsor until up to one year after the closing of the Business Combination (the “Closing”); (iv) waive all anti-dilution rights with respect to the rate that the Pyrophyte Class B Shares convert into Pyrophyte Class A Shares in connection with the Business Combination; and (v) pay or otherwise satisfy all Pyrophyte Transaction Expenses in excess of the Pyrophyte Transaction Expense Cap.
In addition, the Sponsor agreed to forfeit any Pyrophyte Class B Shares held by it that are committed as incentives to investors, as determined by it in writing, in order to secure any PIPE Financing, non-redemption agreements or any other sources of Net Closing Cash. Any Pyrophyte Class B Shares that are not so committed will continue to be held by the Sponsor and are not subject to forfeiture. Subject to the reductions described below, such forfeiture will occur on the date that is five years from the date of the Closing.
The Pyrophyte Class B Shares that are subject to forfeiture as described in the preceding paragraph (such shares, the “Sponsor Forfeit Shares”) shall no longer be subject to forfeiture (i) with respect to 50% of the Sponsor Forfeit Shares, if the closing sale price of the New Pyrophyte Common Shares is greater than or equal to $12.50 for any twenty Trading Days within any thirty consecutive Trading Day period (such time when the foregoing is first satisfied, the “First Trigger Event”) and (ii) with respect to all Sponsor Forfeit Shares, if the closing sale price of New Pyrophyte Common Shares is greater than or equal to $15.00 for any twenty Trading Days within any thirty consecutive Trading Day period (such time when the foregoing is first satisfied, the “Second Trigger Event”).
Upon the fifth anniversary of the Closing, after giving effect to any applicable reduction in accordance with the terms and conditions of the Sponsor Support Agreement, any remaining Sponsor Forfeit Shares shall be automatically forfeited and deemed transferred to New Pyrophyte for cancellation for no consideration, and no person (other than New Pyrophyte) shall have any further right with respect thereto.
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The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Company Lock-Up Agreement
At the Closing, Pyrophyte and certain Sakuu shareholders will enter into a lock-up agreement (the “Company Lock-Up Agreement”), pursuant to which, among other things, each such shareholder will agree, subject to certain permitted transfers in accordance with the terms and conditions of the Company Lock-Up Agreement, not to (i) effect any sale of, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any securities of Pyrophyte, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of Pyrophyte, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) make any public announcement of any intention to effect any transaction specified in clause (i) or (ii) (clauses (i)-(iii), collectively, a “Transfer”), for the period from and after the Closing and until the date that is twelve months after the date of the Closing (the “Lock-Up Period”); provided that the securities subject to the Company Lock-Up Agreement may be Transferred prior to the end of the Lock-Up Period if the closing share price of the New Pyrophyte Common Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any twenty Trading Days within any thirty consecutive Trading Day period commencing at least one hundred fifty days after the Closing.
The foregoing description of the Company Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Company Lock-Up Agreement, the form of which is attached as Exhibit C to the Business Combination Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Company Support Agreement
Within thirty days following the effective date of the Business Combination Agreement (subject to an automatic fifteen day extension in accordance with the terms of the Business Combination Agreement), Pyrophyte, Sakuu and certain of Sakuu’s shareholders shall enter into Company Support Agreements (each, a “Company Support Agreement”), pursuant to which each such Sakuu shareholder will agree to, among other things, (a) retain their respective equity interests in Sakuu, (b) vote in favor of the Business Combination, and (c) be bound by certain other covenants and agreements related to the Business Combination.
The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Company Support Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Registration Rights
The Business Combination Agreement contemplates that, at the Closing, Pyrophyte, the Sponsor, certain shareholders of Sakuu and certain of their respective affiliates, as applicable, and the other parties thereto, will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which New Pyrophyte will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain New Pyrophyte Common Shares and other equity securities of New Pyrophyte that are held by the parties thereto from time to time.
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Item 7.01 Regulation FD Disclosure
On October 15, 2026, Pyrophyte and Sakuu issued a joint press release announcing the execution of the Business Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
In addition, furnished hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is an investor presentation that Sakuu has prepared for use in connection with the Business Combination.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Pyrophyte under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibits 99.1 and 99.2.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Pyrophyte and Sakuu plan to file the Registration Statement with the SEC, which will include a prospectus with respect to the combined company’s securities to be issued in connection with the proposed Business Combination and a preliminary proxy statement with respect to the shareholder meeting of Pyrophyte to vote on the proposed Business Combination. Pyrophyte and Sakuu also plan to file other documents and relevant materials with the SEC regarding the proposed Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus included in the Registration Statement will be mailed to the shareholders of Pyrophyte as of the record date to be established for voting on the proposed Business Combination. SECURITY HOLDERS OF PYROPHYTE AND SAKUU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION. Shareholders are able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Pyrophyte and Sakuu once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by Pyrophyte may be obtained free of charge from Pyrophyte at https://pyrophytespac.com/investors. Alternatively, these documents, when available, can be obtained free of charge from Pyrophyte upon written request to Pyrophyte Acquisition Corp. II, 3262 Westheimer Road, Suite 706, Houston, Texas 77098, Attn: Chief Financial Officer, or by calling (281) 701-4243. The information contained on, or that may be accessed through the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
Participants in Solicitation
Pyrophyte, Sakuu and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Pyrophyte’s shareholders in connection with the proposed Business Combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Pyrophyte’s executive officers and directors in the solicitation by reading Pyrophyte’s final prospectus related to its initial public offering filed with the SEC on July 17, 2025, the definitive proxy statement/prospectus, which will become available after the Registration Statement has been declared effective by the SEC, and other relevant materials filed with the SEC in connection with the proposed Business Combination when they become available. Information concerning the interests of Pyrophyte’s participants in the solicitation, which may, in some cases, be different from those of Pyrophyte’s shareholders generally, will be set forth in the preliminary proxy statement/prospectus included in the Registration Statement.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits hereto do not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange any securities, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale or exchange of any securities of Pyrophyte or Sakuu in any jurisdiction where, or to any person to whom, such offer, sale or exchange may be unlawful under the laws of such jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
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Forward-Looking Statements
This Current Report on Form 8-K contains certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “project,” “expect,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “may,” “might,” “should,” “seek,” “target,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements include, but are not limited to, statements regarding Sakuu’s expected technology and product offerings, Sakuu’s ability to produce its modules and printing platforms at a commercial level or obtain licensing agreements for its battery technology, the availability of equity or debt financing on acceptable terms, if at all, and the capitalization of Sakuu after giving effect to the proposed business combination. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Sakuu’s and Pyrophyte’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject to risks and uncertainties that may cause Sakuu’s and Pyrophyte’s activities or results to differ significantly from those expressed in any forward-looking statement, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Sakuu or the expected benefits of the proposed business combination; failure to obtain the approval of the equity holders of Sakuu or Pyrophyte; failure to realize the anticipated benefits of the proposed business combination; risks related to the rollout of Sakuu’s business and the timing of expected business milestones; the effects of competition on Sakuu’s business; supply shortages in the materials necessary for the production of Sakuu’s modules and printing platforms; the inability of Sakuu to obtain licensing agreements for its technology; and the amount of redemption requests made by Pyrophyte’s public equity holders. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There may be additional risks that neither Sakuu nor Pyrophyte presently know or that Sakuu and Pyrophyte currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the risks and uncertainties described in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Pyrophyte’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement and other documents filed by Pyrophyte from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Sakuu and Pyrophyte assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Sakuu nor Pyrophyte gives any assurance that either Sakuu or Pyrophyte will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1† | Business Combination Agreement, dated October 14, 2026, by and among Pyrophyte Acquisition Corp. II, Sakuu Corporation and Pyrophyte Merger Sub, Inc. | |
| 10.1 | Sponsor Support Agreement, dated October 14, 2026, by and among Pyrophyte Acquisition Corp. II, Pyrophyte Acquisition II LLC, and Sakuu Corporation. | |
| 10.2 | Form of Company Support Agreement. | |
| 99.1 | Press Release, dated October 15, 2026. | |
| 99.2 | Investor Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) or (b)(2), as applicable. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PYROPHYTE ACQUISITION CORP. II | |||
| By: | /s/ Sten Gustafson | ||
| Name: | Sten Gustafson | ||
| Title: | President and Chief Financial Officer | ||
Dated: October 15, 2026
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Exhibit 99.1
Sakuu Corporation to Go Public via Business Combination With Pyrophyte Acquisition Corp. II, Advancing Mission to Transform Energy Storage Manufacturing Industry by Supplying Commercial-Scale Dry-Printing Equipment for Accelerated, Sustainable and Cost-Effective Battery and Supercapacitor Production
SAN JOSE, Calif. & HOUSTON, Texas--(October 15, 2026)-- Sakuu Corporation (“Sakuu”), a Silicon Valley-based company that seeks to become a global leader in the production and supply of transformative dry-printing electrode manufacturing platforms, and Pyrophyte Acquisition Corp. II (“Pyrophyte”) (NYSE: PAII), a special purpose acquisition company, announced today that they have entered into a definitive Business Combination Agreement (“BCA”) for a business combination.
The terms of the Business Combination imply a pre-money equity value of $600 million for Sakuu. The proceeds from the Business Combination are expected to be used to support the continued development and commercialization of Sakuu’s Kavian Platform, its next-generation dry-battery printing platform, including preparations for anticipated commercial availability in the second quarter of 2027, and to support purchase-order fulfillment. Upon closing, Pyrophyte will be renamed Sakuu Corporation and is expected to be listed on the NYSE under the ticker symbol “SAKU.” Unless otherwise specified, all amounts in this press release are in U.S. dollars.
Sakuu Overview
Founded in 2016, Sakuu develops the first known multi-material, multi-process additive manufacturing platform for energy storage production enabling electrode production in a fully dry process with proven electrode performance. It is the first company to 3D-print fully functional batteries in custom shapes and sizes with multiple materials, including metal-free composites, in a fully dry process.
For battery manufacturers, Sakuu’s process and Kavian® platform save both CapEx and OpEx, as well as significantly reduce factory and carbon footprints compared to traditional wet process manufacturing, thereby potentially improving gross margins. Sakuu believes the platform offers the potential to provide:
| ● | 100% elimination of toxic solvents and water; |
| ● | 40-60% potential overall manufacturing cost reduction; |
| ● | 50% smaller factory footprint; and |
| ● | 55% reduction of CO2 emissions. |
Additionally, Sakuu’s polymeric current collector (PCC) technology and Kavian® dry-printing manufacturing process enable the production of inherently safe batteries by dry-printing electrodes designed to mitigate the risk of thermal runaway associated with traditionally manufactured Li-Ion batteries.
Sakuu’s technology can produce batteries and supercapacitors for AI data centers tailored for rack integration close to the server, with much higher pack energy density, lower resistance, inherent safety and lower heat generation (meaning less need for cooling and safety investments).
Global energy-transition drivers, evolving regulatory and trade policies, and major investments in AI datacenter buildout are all expected to be significant catalysts driving demand for both batteries and supercapacitors and advanced production capabilities, creating a robust long-term growth outlook for Sakuu’s revolutionary technology.
Commentary
“Sakuu’s technology enables energy storage manufacturers to meet the demands of the modern era,” said Sakuu Founder and Chief Executive Officer Robert Bagheri. “Kavian technology is not only the world’s first additive manufacturing solution to dry print high-performance battery electrodes at scale; it can also dry print supercapacitor electrodes customized for the growing power needs of AI data centers. It is the only known solution for producing heavily in-demand energy products that can be custom-printed rapidly, sustainably, and cost-effectively.”
Chairman of Pyrophyte, Dr. Bernard J. Duroc-Danner, said, “AI is a profoundly transformative technology. Energy is what makes that transformation possible. Sakuu brings transformative technology to energy storage manufacturing, a critical segment of the energy industry. Sakuu will improve the economics of AI infrastructure as well as more broadly the economics of energy storage in all its applications. It will also significantly improve the safety and the environmental footprint of AI data centers and more generally the electrification of the economy. Pyrophyte wanted to assist in bringing to market a company that makes a difference in the energy industry. After long years of technology development, Sakuu is such a company. We are proud to be part of their development path.”
Transaction Summary
The terms of the Business Combination imply a pre-money equity value of $600 million. New capital is expected to accelerate Sakuu’s delivery of next-generation dry-electrode printing technologies.
The Business Combination, which has been unanimously approved by the Boards of Directors of Sakuu and Pyrophyte, is subject to approval by Pyrophyte's and Sakuu’s shareholders and other customary closing conditions. CEO Robert Bagheri and President and COO Arwed Niestroj will continue to lead Sakuu, supported by a deep bench of experienced operators. Pyrophyte’s leadership team is expected to support Sakuu by introducing relevant industry and capital-markets relationships.
Advisors
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is acting as Exclusive Financial Advisor and Lead Capital Markets Advisor to Sakuu. Brookline Capital Markets, a division of Arcadia Securities, LLC, is acting as capital markets advisor to Pyrophyte. Nelson Mullins Riley & Scarborough LLP is acting as legal advisor to Sakuu. Ashurst Perkins Coie US LLP is acting as legal advisor to Pyrophyte.
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About Sakuu
Sakuu® is a leading provider of commercial-scale printing equipment and technologies to manufacturers producing batteries, electrodes, supercapacitors, and more. Its Kavian® Platform is the world’s first manufacturing platform for dry printing battery electrodes, enabling rapid manufacturing innovation while reducing cost, waste and avoiding toxins. Headquartered in Silicon Valley, the Sakuu team is transforming manufacturing to power a more sustainable future. As a result, Sakuu was crowned FII8 Innovator 2024 at the Future Investment Initiative Conference and Kavian was named a Fast Company World Changing Idea of 2025 and a TIME Best Invention of 2024. Discover more at www.sakuu.com. The content of Sakuu’s website is not incorporated into this press release.
About Pyrophyte Acquisition Corp. II
Pyrophyte Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Pyrophyte is primarily focused on target companies that serve the growing segments in the energy transition ecosystem. For more information, please visit https://www.pyrophytespac.com. The content of Pyrophyte’s website is not incorporated into this press release.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the Business Combination, Pyrophyte intends to file with the SEC a registration statement on Form S-4 (the "Registration Statement"), which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to Pyrophyte's shareholders in connection with Pyrophyte's solicitation for proxies for the vote by Pyrophyte's shareholders in connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued (or deemed issued) to Pyrophyte's securityholders and Sakuu equity holders in connection with the completion of the Business Combination. After the Registration Statement is declared effective, Pyrophyte will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. Pyrophyte's shareholders and other interested persons are advised to read, once available, the Registration Statement, the preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and, once available, the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, in connection with Pyrophyte's solicitation of proxies for its extraordinary general meeting to be held to approve, among other things, the Business Combination, as well as other documents filed with the SEC in connection with the Business Combination, as these documents will contain important information about Pyrophyte, Sakuu, and the Business Combination. Securityholders of Pyrophyte and equityholders of Sakuu may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Pyrophyte with the SEC that will or may be incorporated by reference in the proxy statement/prospectus, without charge, at the SEC's website located at www.sec.gov or by directing a written request to Pyrophyte at Pyrophyte Acquisition Corp. II, 3262 Westheimer Road, Houston, Texas 77098. Additional information about the Business Combination, including a copy of the Business Combination Agreement and an investor presentation, will be provided in Pyrophyte's Current Report on Form 8-K.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of the U.S. federal securities laws and "forward-looking information" within the meaning of applicable non-U.S. securities laws (collectively, "forward-looking statements"). Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based upon current estimates and assumptions that, while considered reasonable by Sakuu and its management, and Pyrophyte and its management, as the case may be, are inherently uncertain.
These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding Sakuu's ability to commercialize new products and technologies; projections of development and commercialization costs and timelines; expectations regarding Sakuu's ability to execute its business model and the expected financial benefits of such model; expectations regarding Sakuu's ability to attract, retain and expand its customer base; Sakuu's deployment of proceeds from capital raising business combinations; Sakuu's expectations concerning relationships with strategic partners, suppliers, regulatory bodies and other third parties; Sakuu's ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products, services or technologies; development of favorable regulations affecting Sakuu's markets; the successful consummation and potential benefits of the Business Combination and expectations related to its terms and timing; the stock exchange on which the securities of the combined company are expected to trade; proceeds from the Business Combination; funds received by the combined company from Pyrophyte's trust account and redemptions by Pyrophyte's public shareholders; the expectation that Sakuu can and will maintain the compatibility of its platform with third-party applications that its customers use in their businesses; and the potential for Sakuu to increase in value.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of Sakuu and Pyrophyte. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results of the combined company following the Business Combination, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: Sakuu's expectations regarding future financial performance, capital requirements and economics; Sakuu's use and reporting of business and operational metrics; Sakuu's competitive landscape; Sakuu's dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing; Sakuu's ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; Sakuu's reliance on strategic partners and other third parties; Sakuu's ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company's ability to maintain internal control over financial reporting and operate a public company; the possibility that required shareholder and regulatory approvals for the Business Combination are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the Business Combination; the risk that shareholders of Pyrophyte could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings or government investigations that may be commenced against Sakuu or Pyrophyte; failure to realize the anticipated benefits of the Business Combination; the ability of Sakuu or the combined company to issue equity or equity-linked securities in connection with the Business Combination or in the future; and other factors described in Pyrophyte's filings with the SEC. These forward-looking statements are based on certain assumptions, including that none of the risks identified above materialize; that there are no unforeseen changes to economic and market conditions, and that no significant events occur outside the ordinary course of business. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Pyrophyte or the combined company resulting from the Business Combination with the SEC, including under the heading "Risk Factors." If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Sakuu nor Pyrophyte presently knows or that Sakuu and Pyrophyte currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Sakuu's and Pyrophyte's expectations, plans, or forecasts of future events and views as of the date of this press release. Sakuu and Pyrophyte anticipate that subsequent events and developments will cause Sakuu's and Pyrophyte's assessments to change. However, while Sakuu and Pyrophyte may elect to update these forward-looking statements at some point in the future, Sakuu and Pyrophyte specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Sakuu's and Pyrophyte's assessments as of any date after the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. An investment in Pyrophyte is not an investment in any of Pyrophyte's founders or sponsors past investments, companies, or affiliated funds. The historical results of those investments are not indicative of future performance of Pyrophyte, which may differ materially from the performance of Pyrophyte's founders or sponsors past investments.
Participants in Solicitation
Pyrophyte, Sakuu, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies from Pyrophyte's shareholders in connection with the Business Combination. More detailed information regarding those directors and executive officers and a description of their interests in Pyrophyte is contained in Pyrophyte's filings with the SEC, including its Annual Report on Form 10-K for the period ended December 31, 2025, which was filed with the SEC on March 24, 2026, and is available free of charge at the SEC's website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Sakuu's directors and executive officers may also be deemed to be participants in the solicitation of proxies from Pyrophyte's shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination, will be included in the Registration Statement when available.
No Offer or Solicitation
This press release does not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent, or approval in any jurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale, or exchange of any securities of Pyrophyte or Sakuu in any jurisdiction where, or to any person to whom, such offer, sale, or exchange may be unlawful under the laws of such jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Contacts
Pyrophyte Inquiries
Sten Gustafson
President and Chief Financial Officer
Pyrophyte Acquisition Corp. II
sten.gustafson@pyrophytespac.com
Sakuu Inquiries
Investors
Michael Lin, Vice President of Finance, Sakuu
investors@sakuu.com
Media
Michelle Denny, Sterling Communications
sakuu@sterlingpr.com
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Caption: Sakuu Kavian™ platforms dry-print battery electrodes, supercapacitor electrodes, and other complex active devices. Image courtesy of Sakuu.
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Exhibit 99.2
Energy Storage Manufacturing Infrastructure © 2026 Sakuu Corp. All rights reserved. Investor Presentation Dry-process platforms that scale advanced energy storage production October 2026 SAKUU | KAVIAN® PLATFORM For AI Infrastructure, aerospace & defense, mobility & electrification
Disclaimer © 2026 Sakuu Corp. All rights reserved. 2 Strategic Partners / Investors / Customers General Disclaimer and Confidentiality This confidential investor presentation (this "presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business combination between Sakuu Corp. ("Sakuu") and Pyrophyte Acquisition Corp. II ("PAII") and related transactions (the "Business Combination") and for no other purpose. This presentation is not intended for reproduction or further dissemination beyond its initial intended recipients without the consent of Sakuu and PAII, consistent with the terms of any applicable confidentiality agreement. It is not intended to form the basis of any investment decision or other decision with respect to the Business Combination. The information contained herein does not purport to be all-inclusive and none of Sakuu, PAII or any of their respective affiliates, directors, officers, employees or advisers or any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information in this presentation. To the fullest extent permitted by law, in no circumstances will Sakuu, PAII or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with Sakuu, PAII or their respective representatives, as investment, legal or tax advice. Recipients of this presentation should each make their own evaluation of Sakuu, PAII and the Business Combination and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This presentation shall also not constitute an offer to sell, the solicitation of an offer to buy or a recommendation to purchase any securities of PAII, Sakuu or any of their respective affiliates in connection with the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer to sell securities in the proposed private placement (the "Private Placement") will be made only pursuant to a definitive subscription agreement and in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. An investment in the securities is speculative and involves a high degree of risk. Investors must be prepared to bear the economic risks of any investment for an indefinite period and be able to withstand a total loss of their investment. Sakuu and PAII expressly reserve the right, at any time, to withdraw or amend for any reason any offering and to reject any subscription agreement for any reason, or for no reason. The communication of this presentation is restricted by law; it is not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local law or regulation. By accepting this presentation, you acknowledge that you are (a) aware that the U.S. securities laws prohibit any person who has material, nonpublic information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and that you will neither use, nor cause any third party to use, this presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. Forward-Looking Statements Certain statements in this presentation may be considered "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Sakuu and PAII have based these forward-looking statements on their current expectations and projections about future events. These statements include: projections of market opportunity, market growth and market share; the future applications, capabilities, and economic value of Sakuu's dry processing technology and related manufacturing platforms; projections regarding Sakuu's ability to meet technical milestones; projections relating to customer lifetime value; estimates of customer adoption rates, production volumes, and usage patterns; projections regarding Sakuu's ability to continue developing, scaling, and manufacturing its dry processing technologies; projections regarding Sakuu's ability to commercialize new products, technologies, manufacturing processes, and production platforms; projections of research, development, engineering, manufacturing and commercialization costs, timelines, and goals; expectations regarding Sakuu's ability to execute its business model and the expected operational, commercial, and financial benefits of such model; expectations regarding Sakuu's ability to attract, retain, and expand its customer base and secure commercial agreements; Sakuu's expectations concerning relationships with strategic partners, suppliers, customers, and other third parties; Sakuu's deployment of proceeds from capital raising transactions; Sakuu's ability to maintain, protect, and enhance its intellectual property; future ventures or investments in companies, products, services, or technologies; development of favorable regulations affecting Sakuu's markets; the successful consummation and potential benefits of the Business Combination and expectations related to its terms and timing; and the potential for Sakuu to increase in value. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of Sakuu and PAII. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, but are not limited to, the matters described under "Risk Factors" in this presentation and in PAII's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed or to be filed with the U.S. Securities and Exchange Commission (the "SEC") by PAII or Sakuu. The foregoing list is not exhaustive, and new risks may emerge from time to time. You are cautioned not to place undue reliance upon any forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made. PAII and Sakuu undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Disclaimer © 2026 Sakuu Corp. All rights reserved. 3 Strategic Partners / Investors / Customers Use of Projections This presentation contains financial and operating forecasts. These unaudited financial projections have been prepared by Sakuu management and include projected financial numbers, comparative metrics and analyses based on or derived from such forecasts, all of which are forward-looking statements to which the sections of this disclaimer regarding forward-looking information apply. Neither Sakuu's nor PAII's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the unaudited financial projections for purposes of their inclusion in this presentation, and accordingly neither expresses an opinion or provides any other form of assurance with respect thereto. The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially. Inclusion of the unaudited financial projections in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Financial Information Unless otherwise specified, the financial information and data contained in this presentation are unaudited, do not conform to SEC requirements, including Regulation S-X, and may be subject to audit or review by Sakuu's independent auditors. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in the proxy statement/prospectus or other filings relating to the Business Combination. Industry and Market Data In this presentation, Sakuu and PAII rely on and refer to certain information and statistics regarding the markets and industries in which Sakuu competes. Such information and statistics are based on Sakuu management's estimates and/or obtained from third-party sources, including reports by market research firms and company filings. While Sakuu believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Neither PAII nor Sakuu has independently verified the accuracy or completeness of information provided by third-party sources. Additional Information About the Business Combination and Where to Find It The Business Combination will be submitted to shareholders of PAII for their consideration. PAII intends to file with the SEC a registration statement on Form S-4 (the "Registration Statement"), which will include a proxy statement to be distributed to PAII's shareholders in connection with PAII's solicitation for proxies for the vote by PAII's shareholders in connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Sakuu's shareholders in connection with the completion of the Business Combination. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to the applicable PAII and Sakuu security holders as of the record date established for voting on the Business Combination. Before making any voting or investment decision, PAII and Sakuu shareholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus and other documents filed with the SEC, as they will contain important information. Shareholders will also be able to obtain copies of the Registration Statement, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov. Participants in the Solicitation PAII and its directors and executive officers may be deemed participants in the solicitation of proxies from PAII's shareholders with respect to the Business Combination. Information regarding PAII's directors and executive officers and their interests in PAII is contained in PAII's filings with the SEC, which are available free of charge at the SEC's website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available. Sakuu and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from PAII's shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available. Trademarks PAII and Sakuu own or have rights to various trademarks, service marks and trade names used in connection with their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third-party trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with, or endorsement or sponsorship by or of, PAII or Sakuu. Solely for convenience, trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate that PAII or Sakuu will not assert, to the fullest extent under applicable law, their rights or the rights of the applicable licensor.
• 25+ years as an energy-industry executive, investment banker, and securities attorney • Head of Deutsche Bank's Energy Group, Americas, from 2009 to 2012 • Advised on 100+ corporate transactions worth over $100 billion globally • Began career as a securities attorney at Cleary Gottlieb and Baker Botts © 2026 Sakuu Corp. All rights reserved. 4 • 25+ years leading semiconductor operations and engineering teams • Former EVP at Silicon Image and SVP of Operations & Quality at AMCC • Rebuilt EoPlex's 3D-printed packaging business, which later sold to ASTI Holdings • Electrical engineering background from UC Berkeley and Cleveland Institute of Electronics • Extensive background in technology, automotive, and manufacturing leadership across two decades in the industry • Held senior engineering and R&D roles, including CEO of Mercedes-Benz R&D North America, later contributing to Daimler's electrification strategy, EV development, and hydrogen infrastructure initiatives • Master's degree in technical and nuclear physics from the Technical University of Munich • Brings senior marketing leadership across networking, wireless, telecom, medical, and industrial sectors, including roles at Pixelworks and Silicon Image • Holds a chemical engineering degree from the University of Virginia, with expertise in strategic partnerships and international business development • Internationally recognized energy executive who built Weatherford International and Grant Prideco into global industry leaders through hundreds of targeted acquisitions • Founded and served as CEO of EVI, Inc. in 1987, an oilfield services and equipment company • Named Chairman Emeritus of Weatherford, EVI's successor company • Background in corporate accounting and financial management, with skills spanning reporting, planning, and controls • Held finance leadership roles at Embolx, a medical device company, and B-Bridge International, a life sciences supplier • Holds a Bachelor's degree from Boston University Robert Bagheri Co-Founder, Exec. Chairman and CEO Arwed Niestroj President and COO David Pederson VP of Marketing Dr. Bernard J. Duroc-Danner Chairman & CEO of Pyrophyte Acquisition Corp. II Michael Lin VP of Finance Sten Gustafson President & CFO of Pyrophyte Acquisition Corp. II II II Today's Speakers
Investment Highlights © 2026 Sakuu Corp. All rights reserved. 5 2016 Founded ~40 Employees 128 Patents Granted/Allowed/Applied ~$110 million(2) Raised to date Strategic Partners / Investors / Customers (1) IDTechEx Study "Li-Ion Battery Market 2026-2036: Technologies, Player,Applications, Outlooks and Forecasts" Nov 2026, McKinsey & Co Dec 2025 Manufacturing Cost Est. and Sakuu Management (2) Only includes Equity Kavian: We believe our platform will solve the energy storage manufacturing bottleneck Faster, cost-efficient deployment of advanced energy storage production $300B+ TAM(1): Translating to a massive market opportunity Addressing multiple high-growth markets including infrastructure for AI, defense, mobility & electrification Enables Onshoring of Critical Energy Manufacturing Localized production reduces supply-chain dependence and enables resilient, scalable energy infrastructure Potential to have highly profitable business model Capital-light, strong margin, high growth Strong customer momentum World-class customers across AI, energy storage, and mobility The Problem: AI data center growth is creating a structural power-delivery bottleneck AI's energy storage needs are forcing companies across the supply chain to scale manufacturing 25+ Customers in Pipeline Advanced manufacturing platform to transform the energy storage infrastructure powering the AI economy Chemistry-agnostic manufacturing platform Positioned to capitalize on the evolving battery landscape Multi-material, multi-process dry process electrode manufacturing platform Kavian Platform
Exponential growth in data centers drives demand for advanced energy storage products AI Growth is Creating a Structural Power-delivery Bottleneck ~945 TWh ~120 kW Projected Data Center power usage by 2030(1) Full rack power usage today(3) 7-12% Electricity share for US Data Centers by 2030(2) Projected future full rack power usage(4) ~600 kW ENERGY STORAGE MANUFACTURING IS NOW REQUIRED INFRASTRUCTURE for dense AI facilities, spanning milliseconds to minutes of protection, buffering and power quality support. MACRO INFLECTION Power-demand growth from AI is outpacing grid capacity Driving infrastructure investments in storage and power delivery AI Infrastructure Energy storage manufacturing: Supercapacitors and batteries Electrification Long life high reliability batteries Mobility Cost performance optimized batteries Aerospace & Defense High reliability and volume- and weight-efficient Key Energy Tailwinds Target End Markets 6 © 2026 Sakuu Corp. All rights reserved. (1) International Energy Agency, Energy and AI (2) U.S. Department of Energy (3) Nvidia Mission Control Documentation (4) Vertiv, Preparing Federal Government Data Centers for AI
Three AI Infrastructure Factors Drive a Massive Near-term Opportunity Sakuu will enable energy storage manufacturers to deliver the next-generation products AI data centers require 1 Power density & peak demand Sakuu enables: High-power storage and supercapacitor architectures closer to the load. Estimated impact: peak demand ↓ 20–40%; power losses ↓ 10–30% 2 Energy loss & cooling load Sakuu enables: Lower-resistance electrode architectures designed to reduce heat generation. Estimated impact: cooling energy ↓ 30–50%; OpEx ↓ 10–25% 3 Buildout economics & safety Sakuu enables: Distributed, safer storage architectures with lower infrastructure dependency. Potential impact: infrastructure CapEx ↓ 15–35%; safety costs ↓ 10–20% BENEFITS TO AI INFRASTRUCTURE BUILDERS 15–35% ↓ INFRASTRUCTURE CAPEX 10–25% ↓ OPERATING COSTS 20–40% ↓ PEAK DEMAND 30–50% ↓ COOLING ENERGY Illustrative potential reductions based on Sakuu-enabled architectures; actual economics vary by site design, system configuration, and deployment profile. 1 GW scale Data Center Expenses Annual Operating Costs ($M)1 Estimated Savings %3 Savings ($M) Electricity and Power $ 600 30% $ 180 Operations and Labor $ 300 20% $ 60 Facility Depreciation $ 2,600 30% $ 780 Total Excluding Servers $ 3,500 $ 1,020 Yearly Savings 29% 1Source EPOCH AI May 14, 2026 2 Goldman Sachs estimating $7.6T CapEx spend through 2031 – May 1,2026 – savings calculated by applying 30% in estimated capital expense reduction for facilities 3 Management estimates ILLUSTRATIVE CASE STUDY: A 1GW DATA CENTER SAVES $1B PER YEAR IN COSTS USING SAKUU ENABLED ENERGY STORAGE DEVICES ESTIMATED $2.2T2 IN CAPITAL EXPENSES SAVINGS THROUGH 2031 7 © 2026 Sakuu Corp. All rights reserved.
Will enable localized, lower-cost, high-performance energy storage manufacturing © 2026 Sakuu Corp. All rights reserved. 8 Kavian: Advanced Manufacturing Platform Powering Energy Storage Manufacturing We Believe Global Energy Storage Manufacturing Must Change: AI Infrastructure & Electrification Demand Legacy Processes Costly & Inefficient Manufacturers need low-cost & scalability New products need new manufacturing architecture Lower-cost High-Performance Energy Storage High-Throughput Dry Manufacturing Advanced Materials Engineering AI-Driven Process Optimization Kavian 2000 KAVIAN PLATFORM → ENERGY STORAGE MANUFACTURERS → AI DATA CENTERS/AEROSPACE/EV/GRID MARKETS INTEGRATED DRY MANUFACTURING PLATFORM
Copyright© 2026 Sakuu Corp. All rights reserved. - Proprietary Material Science for Printability - Applicable to todays and future battery materials & chemistries - Core know-how in matching materials with printing, process and equipment Material Science, Technology - Better process control for uniformity - No use of PTFE/ additives; PFAS free - Cathode, anode, and solid-state layers - No excessive pressures damaging particles - Use customers existing materials Kavian Impact on Product Demonstrated - Lower resistance - Higher energy density - Improved cycle life - Higher power density Future: - Higher energy density on cell and pack level - Reduced cost of safety components on pack level Italics: Available with future planned future Kavian platforms Competitive Advantages Improves Product Performance Using Raw Powder Sakuu Formulation Technology Resulting Electrode Kavian Dry Electrodes Todays Products Tomorrow's Innovations - Reduced product cost - Thicker and multi-layer electrodes Future: - Patterned electrode matching product space - Structured electrode breaking energy/power tradeoff - Lower weight & Inherently safe - Improved Recycling, Eliminates need for SSB Sakuu Investor Deck 09.26 Will enable more efficient manufacturing and higher-performing electrodes, battery cells and packs Why Kavian?
Removing wet coating, drying and solvent recovery changes energy storage economics © 2026 Sakuu Corp. All rights reserved. 10 Kavian will Eliminate the Costliest Steps in Energy Storage Manufacturing LEGACY WET PROCESS ELECTRODE MFG. KAVIAN 2000 DRY PROCESS ELECTRODE MFG. DRYING & SOLVENT RECOVERY ELIMINATED ELECTRODE MANUFACTURING Packaging Testing ELECTRODE MANUFACTURING Packaging Testing Simpler. Cleaner. Lower cost. Energy-intensive. Capital-intensive. Complex WET MIXING SOLVENT RECOVERY DRYING OVENS → Seamless Integration Uses existing downstream equipment LARGE FACTORY FOOTPRINT HIGH ENERGY USAGE TOXIC SOLVENT RECOVERY Solvent Recovery Wet Coating up to 40% Lower Mfg Costs ~20% Lower CapEx ~30% Lower OpEx <1% Waste Zero Solvents 50% Smaller manufacturing Footprint ~40% Less Energy Usage Months vs Years to Scale KAVIAN ADVANTAGE1 Drying Ovens 1Management estimates
© 2026 Sakuu Corp. All rights reserved. 11 Fundamental Advantages of the Kavian Platform Our dry process has greater process control and flexibility versus incumbent processes Confidential-Provided under NDA Incumbent Wet Process Incumbent Wet Process Overview: • Wet electrode coating has been around since the 1980s and limited to small incremental improvements ever since • Dealing with wet electrodes is the most challenging aspect of li-ion battery manufacturing today Disadvantages: • High energy consumption and real estate footprint • Use of toxic chemicals like NMP • Limited product flexibility • High product waste and scrap rate – recovery, purification systems are required to capture and recover the chemicals Slurry Mixing Slurry Coating Oven Drying Solvent Recovery Calendering Slitting Vacuum Drying Dry Printing Process Overview: • We believe Sakuu has pioneered the world's first dry printing platform, enabling high-volume printing by adapting the properties of dry materials Advantages: • Wide range of active materials – upcoming material sets including advanced LIBs, solid- state, sodium-ion etc. • No material dependency • Novel dry formulations and no special additives, binders or materials • Does not use toxins, like PTFE and NMP, and is suitable for non-fluorinated binders and SSB • Uniformity independent of calendering • High product flexibility supporting multilayer electrodes and wide range of thicknesses (30µm to 300µm) • Scalable at high-volume rates Dry Spraying Process Overview: • AM patented a dry electrostatic spraying process that applies dry mixed electrode powder onto a substrate via an electrostatic spray deposition system. Dragonfly deposits powder electrostatically. • As with the rest of the market, they then mechanically compress and bind particles to the substrate via a hot calendering system Disadvantages: • Conductive materials - carbon based difficult to use with electrostatic process (battery anodes/super caps) • Clogged spray nozzles prohibit a continuous high-volume manufacturing process • Precision and uniformity of spraying not sufficient for battery manufacturing (lack of edge control) • Not scalable at high-volume rates Dry Process "Maxwell" Process Overview: • Most dry process competitors are closely mimicking a version of Tesla's extrusion/fibrillation Maxwell process • The process is similar to producing supercapacitor electrodes, which has an easier set of manufacturing requirements Disadvantages: • Limited applicable materials • Materials are damaged through fibrillation process • Difficult to produce thin layers/sheets • Inability to make high-performance cathodes • Process relies on PTFE, a hazardous PFAS compound requiring precise temperature control and currently under EU regulatory review for a potential ban • Requires cooled material delivery
Strategics Validate the Kavian Platform World-class partners with committed investment across AI, energy storage, and mobility Musashi Seimitsu INVESTOR SINCE 2019 Industry-Leading Super Capacitor Manufacturer • End Markets: AI/Data Centers & 2W/3W Mobility • Expanding factories across Japan, US, and Asia • Deploying in US/Global data center racks SK On TOP 10 GLOBAL EV BATTERY MANUFACTURER (1) • PARTNER SINCE 2024 22 GWh/yr Bartow, GA • End Markets: AI Infrastructure, Grid Storage, EV Mobility • Conditional commitment letter for 1 production systems – 3 additional units in discussion • Committed to localizing in US Bartow, GA MOU for Contract Manufacturing PNT (People & Technology) Founded 2003 • 600+ employees • Battery mfg. equipment & automation leader Goals of Potential Partnership with PNT: • Accelerated production timeline for Kavian 2000 • Global manufacturing scale to meet market demand • Three-way partnership with SK On accelerates commercialization © 2026 Sakuu Corp. All rights reserved. 12 Super Capacitor Module for Data Center Racks (1) SNE Research Report December 2025
Scaling and commercialization of the Kavian platform © 2026 Sakuu Corp. All rights reserved. 13 Commercial Readiness and Customer Progress Customer Engagements Conditional commitment letter for up to 4 production systems Technical engagement has progressed toward potential commercial deployment Targeting first unit for strategic partner Under discussion to become strategic partner for super capacitors AI Datacenter infrastructure partner Multiple strategic partnerships under discussion EU battery and US battery manufacturers Kavian Platform Progress Dry-process validated across major battery chemistries Delivered >500 meters of customer-spec electrodes Demonstrated performance advantages vs legacy wet coating Expanding process across batteries and super capacitors KAVIAN 2000 DRY PRINTING ELECTRODE MANUFACTURING PLATFORM Validated 500m+ Electrodes Delivered Expanding Markets AI Infrastructure + Energy Storage Top Tier Customer Pipeline 3 of Top 10 Battery Mfgs. Commercial Traction Targeting 4-8 Systems in 2027 Customers in pipeline 25+
Asset-light platform sales with ~50% gross margin and cash-neutral customer payment structure1 Copyright© 2026 Sakuu Corp. All rights reserved. 14 Proposed Business Model & Unit Economics Revenue Model at Scale Platform Sale Kavian 2000 equipment across 3 configurations Service Fee Recurring: 10% – Years 1&2 | 8% – Life of Platform Includes License for Process and Formulation Technologies – IP Moat Margin ~50% Gross Margin COGS 48-52% | CM Payments: 50/50 split Kavian Platform Pricing Kavian 2000-400 Pilot/ Production: 0.5-1GWh/y $3.5–5.5M Kavian 2000-700 Production: 2-3GWh/y $6.5–8.5M Kavian 2000-1000 Production: 3-5 GWh/y $18–22M Illustrative Revenue as Customer Scales from 4 to 200 Units Small-Scale: 4 Units $20M | $1.6M/yr service 1 GWh/yr Battery Mid-Scale: 100 Units $300M | $24M/yr service Super Caps | 100M AI DC Servers/yr Large-Scale: 200 Units $1B | $80M/yr service 50 GWh/yr Battery Customer Payment Terms ATTRACTIVE WORKING-CAPITAL MODEL, WITH CUSTOMER MILESTONE PAYMENTS FUNDING PRODUCTION AND LIMITING SAKUU'S CAPITAL REQUIREMENTS AS VOLUMES SCALE 50% At Order 30% At Shipment 20% At Acceptance Platform Assembly via Contract Mfg. Partner | Estimated 5-6 Mo. Delivery 14 © 2026 Sakuu Corp. All rights reserved. 1Management estimates
Leadership from semiconductor equipment, automation, advanced manufacturing and public-company operators. © 2026 Sakuu Corp. All rights reserved. 15 Sakuu's Innovative Team Sakuu's vision is to apply additive manufacturing to enable more efficient and sustainable manufacturing Sakuu's Kavian platform will enable companies to bring battery and super capacitor manufacturing on shore David Pederson VP of Marketing Arwed Niestroj President and COO Siamak Azizi Co-Founder, SVP Manufacturing & Quality Dr. Karl Littau Chief Technology Officer Dr. Christoph Erben Head of Engineering Robert Bagheri Co-Founder, Exec. Chairman and CEO Michael Lin VP of Finance
Why Now + Why Sakuu MARKET PULL $300B+ cumulative manufacturing equipment TAM through 2030E(1) driven by the need to build advanced storage capacity faster, cleaner and closer to demand RETURN ON INVESTMENT(2)(3) Kavian® lowers the cost and complexity of deploying advanced energy storage factories up to 40% cost reduction for electrode manufacturing 40% lower energy consumption 50% smaller manufacturing footprint 30% lower operating costs Customer outcome: faster, lower-cost capacity deployment RETURN ON IMPACT(2) Dry-process production supports cleaner, localized and more resilient energy infrastructure 55% CO₂e reduction LOCAL manufacturing near demand End-market benefit: more scalable storage for AI power, grid resilience, mobility and electrification (1) IDTechEx Study "Li-Ion Battery Market 2026-2036: Technologies, Player,Applications, Outlooks and Forecasts" Nov 2026, McKinsey & Co Dec 2025 Manufacturing Cost Est. and Sakuu Management (2) McKinsey Analysis (3) Management Estimates Kavian® dry-process platform One platform → faster deployments → recurring process value UNIQUE PRODUCT VALIDATED PLATFORM STRONG COMMERCIALIZATION PLAN customers in pipeline 25+ Strategic Partner • Investor Since 2019 • Pipeline Customer SK On Top 10 Global EV Battery Manufacturer • Partner Since 2024 • Pipeline Customer Musashi Seimitsu ~50% gross margin 16 Backed by world-class partners >500m electrodes delivered Potential for highly profitable business model: Capital light, strong margin & high forward growth © 2026 Sakuu Corp. All rights reserved. Rapid growth of AI infrastructure, grid scale storage and electrification is forcing development of localized energy storage manufacturing infrastructure
Illustrative Transaction Overview at $50M Raise (1) Does not include existing cash or debt on Sakuu's balance sheet as of LOI signing (2) Excludes impact from 15.1M public and 5.1M private warrants (3) Excludes impact of earnouts, subject to change (4) Assumes sponsor retains all promote shares, subject to change (5) Assumes new capital raised at $10.00 per share (6) Assumes Sakuu raises $50M from PIPE and SPAC's trust account, net of redemptions 17 © 2026 Sakuu Corp. All rights reserved. Shares (Million) % Own. Sakuu Rollover Equity 60.0 83.1% SPAC Sponsor(4) 7.2 10.0% New Investors(5) 5.0 6.9% Transaction Highlights Valuation • Assumes Pre-Money Rollover Equity Value to Sakuu of $600M Financing • Assumes Sakuu raises $50M from PIPE / Trust Investors at $10.00 per share • Expected uses fund initial customer deployments and working capital to drive revenue and achieve profitability Structure • Sakuu shareholders would roll 100% of their equity & expected to have a pro-forma ownership of ~83% Pro-Forma Ownership(2)(3) Implied Sources & Uses Pro-Forma Valuation PF Shares Outstanding (M) 72.2 Share Price ($) $10.00 PF Equity Value ($M) $722.3 (+) PF Debt ($M) $0.0 (-) PF Cash ($M)(1) ($40.0) PF Enterprise Value ($M) $682.3 Sources ($ Millions) Sakuu rollover equity $600 SPAC Trust / PIPE(6) 50 Total $650 Uses ($ Millions) Sakuu rollover equity $600 Cash to balance sheet 40 Transaction expenses 10 Total $650
Risk Factors © 2026 Sakuu Corp. All rights reserved. 18 Strategic Partners / Investors / Customers The below list of risk factors has been prepared solely for purposes of the proposed private placement transaction (the "Private Placement") as part of the proposed business combination of Pyrophyte Acquisition Corp. II ("PAII") and Sakuu Corporation (the "Business Combination"), and solely for potential investors in the Private Placement, and not for any other purpose. All references to "Sakuu," the "Company," "we," "us" or "our" refer to the business of Sakuu Corporation and its subsidiaries. The risks presented below are certain of the general risks related to the business of the Company, the Private Placement and the Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by the disclosures contained in documents to be filed with or furnished to the U.S. Securities and Exchange Commission ("SEC") by the Company and PAII, including documents filed or furnished in connection with the Business Combination. The risks presented in such filings will reflect the disclosure required in the applicable filings, including with respect to the business and securities of the Company and PAII and the proposed transactions between the Company and PAII, and may differ significantly from, and be more extensive than, those presented below. Investing in securities (the "Securities") to be issued in connection with the Business Combination involves a high degree of risk. You should carefully consider these risks and uncertainties, together with the information in the Company's consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the Private Placement, before making an investment decision. There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company's business, financial condition and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company's business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company's equity securities may decline, and any investor in the Private Placement may lose all or part of its investment. Risks Related to Our Business Development, Performance and Commercialization. Sakuu faces significant technical, engineering and manufacturing challenges in developing, scaling and commercializing its Kavian dry-process manufacturing platform and related process and formulation technologies. Sakuu may experience delays, fail to achieve required quality, uniformity, yield, throughput, performance, cost or production-volume targets, or develop platforms or technologies that do not perform as expected or satisfy customer specifications when deployed in commercial-scale production environments. Limited Operating History and Continuing Losses. Sakuu is an early-stage company with a limited operating history and a history of financial losses, and expects to incur significant expenses and continuing losses for the foreseeable future. Additional Capital and Working Capital Requirements. Sakuu's business requires substantial capital to complete development, commence commercial production, fund initial customer deployments and support its operations and growth. Although Sakuu expects customer milestone payments to fund a portion of platform production costs, customers may delay or withhold orders or payments, production costs may exceed milestone payments and customer acceptance may be delayed or disputed. Additional capital may not be available on acceptable terms or at all, and any equity or equity-linked financing may dilute existing stockholders. Competition and Technological Change. The markets for battery and energy-storage manufacturing equipment and processes are intensely competitive and rapidly evolving. Sakuu competes with established wet-process manufacturing methods, other dry- process technologies and companies with substantially greater financial, technical, manufacturing and commercial resources, any of which may develop manufacturing technologies or equipment that are less expensive, more effective, more scalable or otherwise superior to Sakuu's technologies and products. Market Adoption. Sakuu's future opportunities depend on customer adoption of dry-process manufacturing technologies and the continued development and growth of markets for advanced energy-storage products, including products used in AI infrastructure, grid storage, aerospace and defense, mobility and electrification. These markets, or demand for Sakuu's manufacturing platform within these markets, may develop more slowly or at a smaller scale than expected, if they develop at all. Customers, Commitments and Sales Cycles. Sakuu's success depends on demonstrating the commercial value of its technologies and converting customer evaluations, pipeline opportunities, commitment letters and other expressions of interest into binding purchase orders, completed platform sales and recurring service and licensing revenue. Customer evaluation, qualification and procurement processes may be lengthy; commitment letters, non-binding purchase orders, forecasts, pipeline opportunities and expressions of interest may not result in sales; and a limited number of customers or strategic partners may account for a substantial portion of Sakuu's anticipated revenue. Third Parties, Contract Manufacturing and Supply Chain. Sakuu depends on contract manufacturers, strategic partners and third-party suppliers to manufacture, deploy and commercialize its Kavian platforms and to supply necessary materials, components, technology and equipment. Sakuu's ability to meet its commercialization and delivery plans will depend in part on these third parties successfully manufacturing platforms at the required quality, cost, volume and timing. Failures, delays or disputes involving these third parties, as well as shortages, tariffs, trade restrictions or increased costs, could delay customer deliveries, prevent customer acceptance, disrupt operations or increase Sakuu's costs. Growth and Operational Management. Sakuu may be unable to transition from technology development and customer validation to repeatable commercial production, delivery, installation and support of its Kavian platforms. Sakuu also may be unable to accurately forecast demand or manufacturing and supply requirements, effectively manage growth, control costs or implement appropriate operational, financial and information systems and controls, which could result in excess costs, shortages, delays, customer acceptance issues or an inability to achieve its business objectives. Key Personnel. Sakuu's success depends on its ability to attract, retain and motivate executive officers, technical personnel and other key employees, and the loss of their services or an inability to hire qualified personnel could harm Sakuu's business.
Risk Factors © 2026 Sakuu Corp. All rights reserved. 19 Strategic Partners / Investors / Customers Intellectual Property. Sakuu's business depends substantially on intellectual property and proprietary know-how relating to materials, formulations, manufacturing processes, equipment and product performance. Sakuu may be unable to obtain, maintain, protect or enforce these rights or prevent competitors from developing similar or alternative technologies, and may become subject to claims that its technologies or products infringe or otherwise violate third-party intellectual property rights. Any of these matters could result in substantial costs, divert management's attention or restrict Sakuu's ability to commercialize or license its technologies and products. Product Safety and Liability. Sakuu's manufacturing platforms, technologies and processes, and energy-storage products manufactured using them, may pose safety, performance and reliability risks. Accidents, equipment malfunctions, process failures, product defects, recalls, warranty claims or product liability claims could result in substantial costs, liabilities, customer disputes and reputational harm, and Sakuu's insurance or contractual protections may be unavailable or insufficient to cover these risks. Legal and Regulatory Compliance. Sakuu's operations and products are subject to evolving environmental, health and safety, trade, anti-corruption and other laws and regulations, and compliance may be costly; any failure to comply could result in fines, liabilities, operational restrictions and reputational harm. Risks Related to the Private Placement Capital Raise. There can be no assurance that we will be able to raise our targeted proceeds in the Private Placement, or that the amount of funds raised in the Private Placement will be sufficient to consummate the Business Combination or satisfy the combined company's anticipated capital needs. Dilution. The issuance of securities in the Private Placement will dilute the ownership and voting interests of the combined company's other stockholders. Risks Related to the Business Combination Transaction Costs. Both PAII and Sakuu will incur significant transaction costs in connection with the Business Combination. Conditions to the Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. Redemption. If a significant number of PAII shareholders elect to redeem their shares in connection with the Business Combination, the share ownership of the combined company will be highly concentrated, which will reduce the public "float" and may have a depressive effect on the market price of the shares of the combined company. Redemptions will also reduce the amount of capital available to the combined company following the Business Combination. Value of Securities. If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of PAII's securities or, following the consummation of the Business Combination, the value of the combined company's securities, may decline. Stock Exchange Approvals. There can be no assurance that the combined company's securities will be approved for listing on the applicable stock exchange or that the combined company will be able to comply with the continued listing standards of such stock exchange. Conflicts of Interest. Certain of PAII's officers and directors may have interests in the Business Combination that differ from, or are in addition to, the interests of PAII's other shareholders, which may have influenced their support for or approval of the Business Combination. Legal Proceedings. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent its completion. Compliance with Laws. Changes in applicable laws or regulations, or a failure by PAII or Sakuu to comply with applicable laws and regulations, could adversely affect the parties' ability to consummate the Business Combination or the combined company's business and results of operations following its completion.
Ushering in the Next-Generation of Energy Storage Manufacturing © 2026 Sakuu Corp. All rights reserved.