Pyrophyte Acquisition Corp II-A美股招股说明书(2025-07-17版)

Pyrophyte Acquisition Corp.II17,500,000Units Pyrophyte Acquisition Corp.II is a blank check company incorporated as a CaymanIslands exempted company and incorporated for the purpose of effecting a merger,amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selectedany business combination target and we have not, nor has anyone on our behalf,initiated any substantive discussions, directly or indirectly, with any businesscombination target. We may pursue an initial business combination in any business orindustry and in any geographic region but expect to target companies that are in theenergy sector. This is an initial public offering of our securities. Each unit has an offering priceof $10.00 and consists of one ClassA ordinary share and one-half of one redeemablewarrant. Each whole warrant entitles the holder thereof to purchase one ClassAordinary share at a price of $11.50 per share, subject to adjustment as describedherein. Only whole warrants are exercisable. No fractional warrants will be issuedupon separation of the units and only whole warrants will trade. The warrants willbecome exercisable 30days after the completion of our initial business combination,and will expire fiveyears after the completion of our initial business combinationor earlier upon redemption or our liquidation, as described herein. Subject to theterms and conditions described in this prospectus, we may redeem the warrants forcash once the warrants become exercisable. The underwriters have a 45-day option fromthe date of this prospectus to purchase up to an additional 2,625,000units to coverover-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhether they abstain, vote for or vote against our initial business combination, allor a portion of their ClassA ordinary shares that were sold as part of the units inthis offering, which we refer to collectively as our public shares, in connectionwith the completion of our initial business combination, at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust accountdescribed below, as of twobusiness days prior to the consummation of our initialbusiness combination, including interest earned on the funds held in the trustaccount (which interest shall be net of taxes paid or payable (which shall excludeany U.S.federal excise tax on stock repurchases under the Inflation ReductionActof 2022 imposed on us, if any) (“permitted withdrawals”)), divided by thenumber of then issued and outstanding public shares, subject to the limitations andon the conditions described herein. As further described in this prospectus, ouramended and restated memorandum and articles of association provides that a publicshareholder, together with any affiliate or any other person with whom suchshareholder is acting in concert or as a “group” (as defined under Section13 ofthe Securities ExchangeAct of 1934, as amended (the “Exchange Act”)), will berestricted from redeeming its public shares with respect to more than an aggregate of15% of the then issued and outstanding public shares, without our prior consent. Wemay seek shareholder approval to amend our amended and restated memorandum andarticles of association to extend the date by which we must consummate our initialbusiness combination. If we seek shareholder approval for an extension, holders ofour public shares will be offered an opportunity to redeem their public shares ifsuch extension is implemented. Table of Contents Currently, there is no public market for our units, ClassA ordinary shares orwarrants. We have been approved to have our units listed on the NewYork StockExchange, or the NYSE, under the symbol “PAII.U,” commencing on or promptly afterthe date of this prospectus. We expect the ClassA ordinary shares and warrantscomprising the units to begin separate trading on the NYSE on the 52nd day followingthe date of this prospectus unless UBS Securities LLC (“UBS”), the representative ofthe underwriters, informs us of its decision to allow earlier separate trading,subject to our satisfaction of certain conditions as described further herein. Oncethe securities comprising the units begin separate trading, the ClassA ordinaryshares and warrants will be listed on the NYSE under the symbols “PAII” and “PAIIWS,” respectively. Weare an“emerging growth company”and a“smaller reporting company”underapplicable federal securities laws and will be subject to reducedpubliccompany reporting requirements.Investing in our securities involvesahigh degree of risk.See“Risk Factors”beginning on page 51 for adiscussionof information that should be considered in connection with aninvestmentin our securities.Investors will not be entitled to protectionsnormallyafforded to investors in Rule419blank check off