PYROPHYTE ACQUISITION CORP. II | S-1 June 27, 2025
Company Overview
Pyrophyte Acquisition Corp. II is a Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands that has been established with the goal of identifying businesses integral to the energy ecosystem. This includes sectors such as conventional fuels, decarbonization technologies, alternative fuels/energy, electrical infrastructure, and energy storage.
Leadership is provided by Bernard Duroc-Danner and Sten Gustafson, who bring a wealth of experience in global energy markets, renewable energy, finance, private equity, carbon nanotechnology, and decarbonization efforts. Additionally, an advisory board with expertise in energy investment banking supports the company's efforts to source potential business opportunities.
The company plans to raise $175 million through an initial public offering by selling units that include Class A ordinary shares and redeemable warrants.
Latest SEC Filings
Initial Registration Statement for New Securities (S-1)
Read the Full Filing: 0001213900-25-059054
Company Overview:
Pyrophyte Acquisition Corp. II is a Special Purpose Acquisition Company (SPAC) based in Houston, Texas, incorporated in the Cayman Islands.
Focuses on the energy sector for its initial business combination but has not yet selected or engaged with potential targets as of May 2025.
Funding and Structure:
Filed to raise $175 million through an IPO by selling units priced at $10 each, including one Class A ordinary share and half a redeemable warrant.
Warrants allow purchase of additional shares at $11.50 after 30 days from the first business combination, expiring five years post-completion or earlier under certain conditions.
Regulatory Status:
Classified as an "emerging growth company" and a "smaller reporting company," benefiting from reduced public company reporting requirements.
Exempt from certain Sarbanes-Oxley Act requirements and delayed adoption of new accounting standards until applicable to private companies.
Management and Governance:
Managed by Bernard Duroc-Danner and Sten Gustafson, with non-managing investors having specific rights.
Board includes Mr. Gustafson, Per Hornung Pedersen, Jamie Saxton, and Matteo Pasquali; advisory board comprises Christopher Abbate, Pierre F. Lapeyre, Jr., and David M. Leuschen.
Business Strategy:
Has a 24-month window to complete its initial business combination, with potential extensions subject to shareholder approval.
Open to pursuing combinations with affiliated entities under certain conditions.
Market Context:
Emphasizes growing global demand for energy and transition to renewable sources.
Targets businesses critical to the energy ecosystem's supply chain, focusing on sectors like conventional fuels, decarbonization technologies, alternative fuels/energy, electrical infrastructure, and energy storage.
Financial Considerations:
At least 90% of gross proceeds will be held in a trust account for facilitating the business combination.
Risks include potential debt issuance or significant debt, which could limit funds for other purposes and increase vulnerability to economic changes.
Shareholder Rights and Risks:
Public shareholders typically lack voting rights on proposed business combinations; founder shares have restricted voting until certain conditions are met.
Redemption rights may make the company less attractive to targets, complicating business combination efforts.
Legal and Regulatory Challenges:
Faces risks from changes in laws or regulations, including new SEC rules on SPACs.
Potential governance issues if reincorporated in another jurisdiction, with increased compliance costs due to evolving regulations.
Operational Risks:
Difficulties in acquiring target businesses due to stringent federal proxy rules and compliance burdens under the Sarbanes-Oxley Act.
Post-combination risks include potential write-downs, restructuring charges, and impairments affecting financial conditions and stock prices.
Tax and Jurisdictional Considerations:
Reincorporation in another jurisdiction could impose adverse tax consequences on shareholders and warrant holders.
Non-U.S. holders may face U.S. taxation and reporting obligations if the company changes its jurisdiction.
Investor Warnings:
Uncertain U.S. federal income tax consequences related to the offering and subsequent transactions involving the company's securities.
Potential substantial profits for sponsors upon completing a business combination, even if share prices decline post-transaction.
Amendment to Initial Registration Statement for New Securities (S-1/A)
Read the Full Filing: 0001213900-25-062125
Filing Overview: Pyrophyte Acquisition Corp. II has filed Amendment No. 1 to its registration statement on Form S-1 with the SEC as part of their plan to go public.
Location and Representation: Incorporated in the Cayman Islands, main offices are at 3262 Westheimer Road, Houston, Texas. Sten L. Gustafson is appointed as the agent for service.
Offering Preparation Costs: Estimated expenses related to the offering process (excluding underwriting discounts/commissions) include:
Legal fees: $375,000
Printing and engraving: $25,000
Accounting fees: $59,000
SEC/FINRA expenses: $79,000
Travel and road show expenses: $20,000
NYSE listing fees: $85,000
Miscellaneous costs: $282,000
Total Estimated Expenses: $925,000
Indemnification Details: Directors and officers are indemnified under Cayman Islands law, with additional contractual agreements providing further protection. A liability insurance policy is planned to cover defense costs, settlements, or judgments.
Recent Transactions:
On May 5, 2025, Pyrophyte Acquisition II LLC acquired approximately 7.26 million Class B ordinary shares at $0.003 per share.
In June 2025, the sponsor transferred 90,000 Class B shares to independent director nominees at roughly $0.004 per share.
Sponsor Commitment: The sponsor, an accredited investor, committed to purchasing 5.05 million private placement warrants at $1 each, exercisable for Class A ordinary shares at $11.50 per share. This transaction is exempt from registration under Section 4(a)(2).
Exhibits and Documentation: Includes agreements, legal opinions, and forms supporting the offering's structure and compliance.
Consents and Legal Opinions: Consents from WithumSmith+Brown, PC, Perkins Coie LLP, and Maples & Calder (Cayman) LLP are included. Power of Attorney is on the signature page.
Liability Commitments:
The registrant will provide certificates in required denominations at closing.
Acknowledges potential issues with indemnification under the Securities Act of 1933, seeking judicial determination if necessary.
Undertakes liability as a seller in primary offerings through specific communications like preliminary prospectuses.
Signatories: Registration statement signed by Bernard Duroc-Danner (CEO) and Sten Gustafson (CFO) on July 8, 2025.
Summarization
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Disclaimer
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