UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~ September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-42752

PYROPHYTE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3262 Westheimer Road, Suite 706

Houston, Texas 77098

Telephone: (281) 701-4243

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

N/A

(Former name, former address and former fiscal year, 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
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	PAII.U	New York Stock Exchange

Class A ordinary shares, par value $0.0001 per share	PAII	New York Stock Exchange

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	PAII WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~September~~November 214, 2025, there were 20,041,150 Class A ordinary shares, par value $0.0001 per share, issued and outstanding, and 7,225,721 shares of the registrant’s Class B ordinary share, par value $0.0001 per share, issued and outstanding.

PYROPHYTE ACQUISITION CORP. II

~~JUNE~~SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
PART 1 - FINANCIAL INFORMATION
Item 1.	UNAUDITED CONDENSED FINANCIAL STATEMENTS
	Unaudited Condensed Balance Sheet as of June 30, 2025 (unaudited)	1
	Unaudited Condensed Balance Sheet as of September 30, 2025	1
	Unaudited Condensed Statement of Operations for the period from May 1, 2025 (Inception) through June 30, 2025	2
	Unaudited Condensed Statements of Operations for the three months ended September 30, 2025 and for the period from May 1, 2025 (Inception) through September 30, 2025	2
	Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the period from May 1, 2025 (Inception) through June 30, 2025	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended September 30, 2025 and for the period from May 1, 2025 (Inception) through September 30, 2025	3
	Unaudited Condensed Statement of Cash Flows for the period from May 1, 2025 (Inception) through June 30, 2025	4
	Unaudited Condensed Statement of Cash Flows for the period from May 1, 2025 (Inception) through September 30, 2025	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
Item 4.	CONTROLS AND PROCEDURES	24
PART II - OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	25
Item 1A.	RISK FACTORS	25
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
Item 3.	DEFAULTS UPON SENIOR SECURITIES	25
Item 4.	MINE SAFETY DISCLOSURES	25
Item 5.	OTHER INFORMATION	25
Item 6.	EXHIBITS	26
SIGNATURES		27

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PYROPHYTE ACQUISITION CORP. II

UNAUDITED CONDENSED BALANCE SHEET

~~June~~September 30, 2025

ASSETS
Deferred offering costs	$	217,104
Current Asset
Total assets	$	217,104
Cash	$	721,227
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Prepaid expenses		294,030
Due from Sponsor		353,445
Total current assets		1,368,702
Marketable securities held in Trust Account		202,044,257
Prepaid insurance - long term		66,349
Total Assets	$	203,479,308
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	19,120
Accrued expenses	$	25,000
Accrued expenses		199,984
Total current liabilities		25,000
Promissory note – related party		75,000
Deferred underwriting fees payable		9,399,690
Total current liabilities		294,104
Total liabilities		9,424,690
Commitments and Contingencies (Note 5)
Shareholders’ Deficit
Class A ordinary shares subject to possible redemption, $0.0001 par value; 20,041,150 ordinary shares at $10.08 per share		202,044,257
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-
Shareholders’ deficit
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding		-
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,255,952 shares issued and outstanding (1)		726
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 20,041,500 ordinary shares subject to possible redemption)		-
Additional paid-in capital		24,274
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,225,721 shares issued and outstanding (1)		723
Accumulated deficit		(102,000	)
Additional paid-in capital		-
Total shareholders’ deficit		(77,000	)
Accumulated deficit		(7,990,362	)
Total Liabilities and Shareholders’ Deficit	$	217,104
Total shareholders’ deficit		(7,989,639	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	203,479,308

(1) This number includes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited their right to purchase the remaining 83,850 units under the over-allotment option. As a result, the Sponsor forfeited 30,231 Class B Ordinary shares. ~~(see~~All ~~Note~~share 4)and per share data have been retroactively applied.

The accompanying notes are an integral part of these unaudited condensed financial statements.

PYROPHYTE ACQUISITION CORP. II

UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

For the period from May 1, 2025 (inception) through June 30, 2025

	For The Three Months Ended September 30, 2025			For The Period From May 1, 2025 (Inception) Through September 30, 2025

General and administrative expenses	$	195,104		$	297,104
Loss from operations		(195,104	)		(297,104	)
Gain on marketable securities (net), dividends and interest, held in Trust Account		1,632,757			1,632,757
Interest income		116			116
Net income	$	1,437,769		$	1,335,769
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		16,172,167			9,724,440
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.06		$	0.08
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		6,996,672			6,722,711
Basic and diluted net income per share, Class B non-redeemable ordinary shares (1)	$	0.06		$	0.08

		For the period from May 1, 2025 (inception) through June 30, 2025
General and administrative expenses	$	102,000
Net loss		(102,000	)
Weighted average of Class B ordinary shares outstanding, basic and diluted (1)		6,309,524
Basic and diluted net loss per share, Class B ordinary shares subject to possible redemption	$	(0.02	)

(1)

This number excludes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited their right to purchase the remaining 83,850 units under the over-allotment option. As a result, the Sponsor forfeited 30,231 Class B Ordinary shares. All share and per share data have been retroactively applied.

~~(1)~~The ~~This~~accompanying ~~number~~notes ~~excludes~~are an ~~aggregate~~integral part of upthese tounaudited ~~946,428~~condensed ~~Class~~financial ~~B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters~~ statements. On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited their right to purchase the remaining 83,850 units under the over-allotment option. As a result, the Sponsor forfeited 30,231 Class B Ordinary shares. (see Note 4).

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~2

2PYROPHYTE ACQUISITION CORP. II

~~PYROPHYTE~~UNAUDITED ~~ACQUISITION~~CONDENSED ~~CORP.~~STATEMENTS IIOF CHANGES IN SHAREHOLDERS’ DEFICIT

~~UNAUDITED~~For ~~CONDENSED~~the ~~STATEMENT~~three OFmonths ~~CHANGES~~ended September 30, 2025 INand ~~SHAREHOLDERS’~~for ~~DEFICIT~~the period from May 1, 2025 (inception) through September 30, 2025

For the period from May 1, 2025 (inception) through June 30, 2025

	Ordinary Shares Subject to Possible Redemption					Ordinary Shares										Additional						Total
	Class A					Class A				Class B						Paid-In			Accumulated			Shareholders’
	Shares		Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance as of May 1, 2025 (inception)		-	$	-			-	$	-		-		$	-		$	-		$	-		$	-
Issuance of class B ordinary shares to Sponsor (1)		-		-			-		-		7,255,952			726			24,274			-			25,000
Net loss		-		-			-		-		-			-			-			(102,000	)		(102,000	)
Balance as of June 30, 2025 (unaudited)		-	$	-			-	$	-		7,255,952		$	726		$	24,274		$	(102,000	)	$	(77,000	)
Forfeiture of class B ordinary shares		-		-			-		-		(30,231	)		(3	)		3			-			-
Proceeds from the sale of Class A Units		20,041,150		200,411,500			-		-		-			-			-			-			-
Paid underwriters fees		-		(2,625,000	)		-		-		-			-			-			-			-
Deferred underwriting fees payable		-		(9,399,690	)		-		-		-			-			-			-			-
Fair value of Public Warrants, at issuance		-		(3,724,648	)		-		-		-			-			3,724,648			-			3,724,648
Allocated value of transaction costs to Class A Ordinary Shares		-		(487,752	)		-		-		-			-			(255,209	)		-			(255,209	)
Proceeds from the sale of private placement warrants		-		-			-		-		-			-			5,050,000			-			5,050,000
Remeasurement of Class A ordinary shares to redemption value		-		17,869,847							-			-			(8,543,716	)		(9,326,131	)		(17,869,847	)
Net income		-		-			-		-		-			-			-			1,437,769			1,437,769
Balance as of September 30, 2025 (unaudited)		20,041,150	$	202,044,257			-	$	-		7,225,721		$	723		$	-		$	(7,990,362	)	$	(7,989,639	)

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of May 1, 2025 (inception)		-	$	-		-	$	-	$	-	$	-		$	-
Issuance of Class B ordinary shares to sponsor (1)		-		-		7,255,952		726		24,274		-			25,000
Net loss		-		-		-		-		-		(102,000	)		(102,000	)
Balance as of June 30, 2025		-	$	-		7,255,952	$	726	$	24,274	$	(102,000	)	$	(77,000	)

(1)

This number includes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited their right to purchase the remaining 83,850 units under the over-allotment option. As a result, the Sponsor forfeited 30,231 Class B Ordinary shares. All share and per share data have been retroactively applied.

~~(1)~~The ~~This~~accompanying ~~number~~notes ~~includes~~are an ~~aggregate~~integral part of upthese tounaudited ~~946,428~~condensed ~~Class~~financial ~~B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters~~ statements. On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited their right to purchase the remaining 83,850 units under the over-allotment option. As a result, the Sponsor forfeited 30,231 Class B Ordinary shares. (see Note 4).

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~3

3PYROPHYTE ACQUISITION CORP. II

~~PYROPHYTE~~UNAUDITED ~~ACQUISITION~~CONDENSED ~~CORP.~~STATEMENT IIOF CASH FLOWS

~~UNAUDITED~~For ~~CONDENSED~~the ~~STATEMENT~~period OFfrom ~~CASH~~May 1, 2025 (inception) ~~FLOWS~~through September 30, 2025

For the period from May 1, 2025 (inception) through June 30, 2025

Cash Flows from Operating Activities
Net income	$	1,335,769
Adjustments to reconcile net income to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest, held in Trust Account		(1,632,757	)
Formation and operating expenses paid in exchange for Founder Shares		5,000
Changes in operating assets and liabilities:
Prepaid and other assets		(360,379	)
Accrued expenses		25,000
Net cash used in operating activities		(627,367	)
Cash Flows from Investing Activities
Investment of cash into Trust Account		(200,411,500	)
Net cash used in investing activities		(200,411,500	)
Cash Flows from Financing Activities
Proceeds from sale of Class A Units		200,411,500
Proceeds from sale of Private Placement Warrants net of increase in Due from Sponsor		4,396,555
Offering costs paid		(3,047,961	)
Net cash provided by financing activities		201,760,094

Net increase in cash		721,227
Cash - beginning of period		-
Cash - end of period	$	721,227

Supplemental disclosure of noncash investing and financing activities:
Private Placement Warrants issued through forgiveness of promissory note - related party	$	(300,000	)
Offering costs paid through the issuance of founders shares	$	20,000
Offering costs paid through promissory note - related party	$	300,000
Deferred underwriting fees payable	$	9,399,690

Cash Flows from Operating Activities
Net Loss	$	(102,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expense funded by Sponsor through promissory note		67,500
General and administrative expense paid through the issuance of Class B ordinary shares to Sponsor		5,000
Changes in operating assets and liabilities:
Accrued expenses		29,500
Net cash used in operating activities		-
Net increase in cash		-
Cash - beginning of period		-
Cash - end of period	$	-
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accounts payable	$	19,120
Deferred offering costs included in accrued expenses	$	170,484
Deferred offering costs paid through promissory note - related party	$	7,500
Deferred offering costs paid through the issuance of Class B ordinary shares to Sponsor	$	20,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~4

4Pyrophyte Acquisition Corp. II

~~Pyrophyte~~Notes ~~Acquisition~~to ~~Corp.~~Unaudited IICondensed Financial Statements

~~Notes~~September to30, ~~Unaudited Condensed Financial Statements~~2025

NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS

Pyrophyte Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 1, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which is referred to as the initial business combination. The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company.

As of ~~June~~September 30, 2025, the Company had not yet commenced operations. All activity for the period from May 1, 2025 (inception) through ~~June~~September 30, 2025 relates to the Company’s formation and initial public offering (the “initial public offering”). The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and sale of private placement warrants (defined below). The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s initial public offering was declared effective on July 16, 2025. On July 18, 2025, the Company consummated its initial public offering of 17,500,000 units (the “units”). The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $175,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one redeemable warrant (each whole warrant, a “public warrant”) of the Company. Each public warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Company granted UBS Securities LLC (the “representative”) and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “underwriters”) in the initial public offering a 45-day option to purchase up to 2,625,000 additional units to cover over-allotments, if any. On July 24, 2025, the underwriters partially exercised their over-allotment option to purchase an additional 2,541,150 units at a purchase price of $10.00 per unit, generating additional gross proceeds of $25,411,500. The underwriters forfeited their option to purchase the remaining 83,850 units under their over-allotment option.

Simultaneously with the closing of the initial public offering, the Company completed the private sale of 5,050,000 warrants (the “private placement warrants”) at a purchase price of $1.00 per private placement warrant (the “private placement”) to Pyrophyte Acquisition II LLC (the “sponsor”) and the Company’s independent directors, generating gross proceeds to the Company of $5,050,000.

Transaction costs amounted to $12,767,651, including $9,399,690 in deferred underwriting fees, $2,625,000 in upfront underwriting fees, and $742,961 in other offering costs related to the initial public offering. In addition, cash of $1,500,000 was held outside of the trust account described below and is available for the payment of offering costs and for working capital purposes.

As a result of the initial public offering and subsequent partial exercise of the over-allotment option , a total of $200,411,500 of the net proceeds from the initial public offering and the sale of the over-allotment option units was deposited in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the initial public offering held in the Trust Account will not be released until the earlier of (i) the consummation of the initial business combination and (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and that invest only in direct U.S. government obligations or in an interest bearing demand deposit account. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial business combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.5

5The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and that invest only in direct U.S. government obligations or in an interest bearing demand deposit account. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial business combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

~~Pyrophyte~~ ~~Acquisition~~The ~~Corp~~Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. IIThe Company must complete a business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held and taxes paid or payable on the income earned on the trust account) at the time of the signing of an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination.

~~Notes~~ Upon the closing of the initial public offering, an aggregate of $10.00 per unit sold in the initial public offering was held in a trust account as cash and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or held as cash; the holding of these assets in this form is intended to ~~Unaudited~~be ~~Condensed~~temporary ~~Financial~~and ~~Statements~~for the sole purpose of facilitating the initial business combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that it holds investments in the trust account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the trustee that is reasonably satisfactory to the Company. Except with respect to interest earned on the funds held in the trust account that may be released to pay the Company’s taxes, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (i) the completion of the Company’s initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete an initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other material provision relating to the rights of holders of Class A ordinary shares (the “public shareholders”) or pre-initial business combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete a business combination within 24 months from the closing of initial public offering, subject to applicable law. If the Company does not complete an initial business combination within 24 months from the closing of the initial public offering, the Company and the underwriters have agreed that (1) the underwriters will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account; and (2) that the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes paid or payable) to the public shareholders.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. The Company must complete a business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held and taxes paid or payable on the income earned on the trust account) at the time of the signing of an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. 6

~~Upon~~The Company will provide its public shareholders with the ~~closing~~opportunity to redeem, regardless of whether they abstain, vote for, or vote against the Company’s initial ~~public~~business ~~offering~~combination, anall ~~aggregate~~or ofa ~~$10.00~~portion ~~per~~of ~~unit~~their ~~sold~~public shares in connection with the ~~initial~~completion ~~public~~of ~~offering~~the ~~was~~initial ~~held~~business incombination at a ~~trust~~per-share ~~account~~price, aspayable in cash, ~~and~~equal ~~will~~to bethe ~~invested~~aggregate ~~only~~amount inthen ~~U.S. government~~on ~~treasury~~deposit ~~obligations~~in ~~with~~the atrust ~~maturity~~account calculated as of ~~185~~two business days orprior ~~less~~to orthe inconsummation ~~money~~of ~~market~~the ~~funds~~initial ~~meeting~~business ~~certain~~combination, ~~conditions~~including ~~under~~interest ~~Rule 2a-7~~earned ~~under~~on the ~~Investment~~funds ~~Company~~held ~~Act,~~in ~~which~~the ~~invest~~trust ~~only~~account in(net ~~direct~~of ~~U.S. government~~taxes ~~treasury~~paid ~~obligations,~~ or ~~held~~payable), asdivided ~~cash;~~by the ~~holding~~number of ~~these~~then ~~assets~~issued inand ~~this~~outstanding ~~form~~public isshares, ~~intended~~subject to bethe ~~temporary~~limitations and ~~for~~on the ~~sole~~conditions ~~purpose~~described ofherein. ~~facilitating~~The amount in the ~~initial~~trust ~~business~~account ~~combination~~is initially anticipated to be $10.00 Toper ~~mitigate~~public ~~the~~share. ~~risk~~The ~~that~~per share amount the Company ~~might~~will bedistribute ~~deemed~~ to beinvestors anwho ~~investment~~properly ~~company~~redeem ~~for~~their ~~purposes~~shares ofwill ~~the~~not ~~Investment~~be ~~Company~~reduced ~~Act,~~by ~~which~~the ~~risk~~deferred ~~increases~~underwriting commissions the ~~longer~~Company ~~that~~will itpay ~~holds~~to ~~investments~~the inunderwriters. ~~the~~The ~~trust~~Company’s ~~account~~sponsor, ~~the~~officers ~~Company~~and ~~may,~~directors athave ~~any~~entered ~~time~~into ~~(based~~a onletter agreement with the ~~management~~Company, ~~team’s~~pursuant ~~ongoing~~to ~~assessment~~which ofthey ~~all~~have ~~factors~~agreed ~~related~~to waive their redemption rights with respect to ~~the~~their ~~potential~~founder ~~status~~shares ~~under~~(as ~~the~~defined ~~Investment~~in ~~Company~~Note ~~Act~~6), ~~instruct~~and ~~the~~public ~~trustee~~shares toin ~~liquidate~~connection with the ~~investments~~completion ~~held~~of in the ~~trust~~Company’s ~~account~~initial ~~and~~business ~~instead~~combination. toUnlike ~~hold~~many ~~the~~special ~~funds~~purpose inacquisition ~~the~~companies ~~trust~~that ~~account~~hold inshareholder ~~cash~~votes orand conduct proxy solicitations in anconjunction ~~interest~~with ortheir ~~non-interest~~initial ~~bearing~~business ~~demand~~combinations ~~deposit~~and ~~account~~provide atfor arelated ~~U.S. chartered~~redemptions ~~commercial~~of ~~bank~~public ~~with~~shares ~~consolidated~~for ~~assets~~cash upon completion of ~~$100 billion~~such orinitial ~~more~~business ~~selected~~combinations even when a vote is not required by ~~the~~law, ~~trustee~~if ~~that~~a shareholder vote is ~~reasonably~~not ~~satisfactory~~required toby law and the Company. ~~Except~~does ~~with~~not ~~respect~~decide to ~~interest~~hold ~~earned~~a onshareholder ~~the~~vote ~~funds~~for ~~held~~business inor ~~the~~other ~~trust~~legal ~~account~~reasons, ~~that~~it ~~may~~will, bepursuant ~~released~~ to ~~pay~~its ~~the~~amended ~~Company’s~~and ~~taxes,~~restated ~~the~~memorandum ~~proceeds~~and ~~from~~articles ~~the~~of ~~initial~~association, ~~public~~conduct ~~offering~~the ~~and~~redemptions pursuant to the ~~sale~~tender offer rules of the ~~private~~U.S. Securities ~~placement~~and ~~warrants~~Exchange ~~will~~Commission ~~not~~(the be“SEC”), ~~released~~and ~~from~~file ~~the~~tender ~~trust~~offer ~~account~~documents ~~until~~with the ~~earliest~~SEC prior to ~~occur~~completing ofits ~~(i) the~~initial ~~completion~~business ofcombination. ~~the~~The Company’s ~~initial~~amended ~~business~~and ~~combination~~restated ~~(including~~memorandum ~~the~~and ~~release~~articles of ~~funds~~association torequire ~~pay~~these ~~any~~tender ~~amounts~~offer ~~due~~documents to ~~any~~contain ~~public~~substantially ~~shareholders~~the ~~who~~same ~~properly~~financial ~~exercise~~and ~~their~~other ~~redemption~~information ~~rights~~about inthe ~~connection~~initial ~~therewith),~~business ~~(ii)~~ combination and the redemption ofrights ~~any~~as ~~public~~is ~~shares~~required ~~properly~~under ~~submitted~~the inSEC’s ~~connection~~proxy ~~with~~rules. If, however, a shareholder ~~vote~~approval toof ~~approve~~the antransaction ~~amendment~~is torequired by law, or the Company’s ~~amended~~decides ~~and~~to ~~restated~~obtain ~~memorandum~~shareholder ~~and~~approval ~~articles~~for ofbusiness ~~association~~or ~~(A)~~ other reasons, it will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a ~~manner~~proxy ~~that~~solicitation ~~would~~pursuant ~~affect~~to the ~~substance~~proxy orrules ~~timing~~and ofnot ~~the~~pursuant ~~Company’s~~to ~~obligation~~the totender ~~redeem~~offer ~~100%~~rules. ofIf ~~its~~the ~~public~~Company ~~shares~~seeks ifshareholder approval, it ~~does~~will ~~not~~ complete anits initial business combination ~~within~~only ~~24 months~~if ~~from~~it obtains the ~~closing~~approval of ~~the~~an ~~initial~~ordinary ~~public~~resolution ~~offering~~under orCayman ~~(B) with~~Islands ~~respect~~law toand ~~any~~its ~~other~~amended ~~material~~and ~~provision~~restated ~~relating~~memorandum toand articles of association, which requires the ~~rights~~affirmative vote of ~~holders~~at ofleast ~~Class A~~a ~~ordinary~~majority ~~shares~~of (the ~~“public~~votes cast by such shareholders”) oras, ~~pre-initial~~being ~~business~~entitled ~~combination~~to ~~activity~~do so, vote in person or, ~~(iii)~~ where proxies are allowed, by proxy at the ~~redemption~~applicable general meeting of the Company. However, if the Company’s ~~public~~initial ~~shares~~business ifcombination it is ~~unable~~structured toas ~~complete~~ a ~~business~~statutory ~~combination~~merger ~~within~~or ~~24 months~~consolidation ~~from~~with another company under Cayman Islands law, the ~~closing~~approval of its initial ~~public~~business ~~offering~~combination will require the approval of a special resolution, ~~subject~~which torequires ~~applicable~~the ~~law.~~affirmative Ifvote of at least two-thirds of the ~~Company~~votes ~~does~~cast ~~not~~by ~~complete~~such anshareholders ~~initial~~as, ~~business~~being ~~combination~~entitled ~~within~~to ~~24 months~~do ~~from~~so, vote in person or, where proxies are allowed, by proxy at the ~~closing~~applicable general meeting of the ~~initial~~Company. ~~public offering~~However, the ~~Company~~participation ~~and~~of the ~~underwriters~~Company’s ~~have~~sponsor, ~~agreed~~officers, ~~that~~directors, ~~(1) the~~advisors ~~underwriters~~or ~~will~~their ~~forfeit~~affiliates in privately-negotiated transactions, if any, ~~rights~~could orresult ~~claims~~in tothe ~~their~~approval ~~deferred~~of ~~underwriting~~an ~~discounts~~initial ~~and~~business ~~commissions~~combination even if a majority of the public shareholders vote, ~~including~~or ~~any~~indicate ~~accrued~~their ~~interest~~intention ~~thereon~~to vote, ~~then~~against insuch ~~the~~initial ~~trust~~business ~~account;~~combination. ~~and~~For ~~(2) that~~purposes ~~the~~of ~~deferred~~seeking ~~underwriters’~~approval ~~discounts~~of ~~and~~an ~~commissions~~ordinary resolution, non-votes will behave ~~distributed~~no effect on athe ~~pro~~approval ~~rata~~of ~~basis,~~the ~~together~~initial ~~with~~business ~~any~~combination ~~accrued~~once ~~interest~~a ~~thereon~~quorum ~~(which~~is ~~interest~~obtained. ~~shall~~The beCompany’s ~~net~~amended and restated memorandum and articles of ~~taxes~~association ~~paid~~require orthat ~~payable)~~at toleast ~~the~~five ~~public~~clear days’ ~~shareholders~~notice will be given of any general meeting.

6The Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval of the business combination, a majority of the issued and outstanding shares voted must be voted in favor of the business combination.

~~Pyrophyte~~ ~~Acquisition~~Pursuant ~~Corp~~to the Company’s amended and restated memorandum and articles of association, if it has not completed its initial business combination within 24 months from the closing of the initial public offering, it will as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of amounts not previously released to the Company for permitted withdrawals and up to $100,000 of interest to pay liquidation expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. IIThe sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete its initial business combination within 24 months from the closing of the initial public offering. However, if the sponsor or management team acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if the Company fails to complete its initial business combination within the prescribed time period.

~~Notes to Unaudited Condensed Financial Statements~~7

NOTE ~~The~~2—SUMMARY ~~Company~~OF ~~will~~SIGNIFICANT ~~provide~~ACCOUNTING its public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against the Company’s initial business combination, all or a portion of their public shares in connection with the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The Company’s sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares (as defined in Note 4) and public shares in connection with the completion of the Company’s initial business combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, it will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing its initial business combination. The Company’s amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, it will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval, it will complete its initial business combination only if it obtains the approval of an ordinary resolution under Cayman Islands law and its amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. However, if the Company’s initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of its initial business combination will require the approval of a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. However, the participation of the Company’s sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of an initial business combination even if a majority of the public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of the initial business combination once a quorum is obtained. The Company’s amended and restated memorandum and articles of association require that at least five clear days’ notice will be given of any general meeting. POLICIES

~~The~~Basis ~~Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion~~ of the initial public offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval of the business combination, a majority of the issued and outstanding shares voted must be voted in favor of the business combination.Presentation

The ~~Pursuant~~accompanying tounaudited ~~the~~condensed ~~Company’s~~financial ~~amended~~statements ~~and~~have ~~restated~~been ~~memorandum~~prepared ~~and~~in ~~articles~~accordance ofwith ~~association,~~accounting ifprinciples itgenerally ~~has~~accepted ~~not~~in ~~completed its initial business combination within 24 months from~~ the ~~closing~~United States of ~~the~~America ~~initial public offering, it will as promptly as reasonably possible but not more than ten business days thereafter~~ (~~and subject to lawfully available funds therefor~~“GAAP”), ~~redeem~~for ~~the~~information ~~public~~and ~~shares, at a per-share price, payable~~ in ~~cash,~~accordance ~~equal~~with to the ~~aggregate~~instructions ~~amount~~to ~~then~~Form on10-Q ~~deposit~~and inArticle ~~the~~8 ~~trust~~of ~~account,~~Regulation ~~including~~S-X ~~interest~~of ~~earned on~~ the ~~funds~~Securities ~~held~~and inExchange ~~the~~Commission ~~trust account~~ (~~which interest shall be net of amounts not previously released to~~ the ~~Company for permitted withdrawals and up to $100,000 of interest to pay liquidation expenses~~“SEC”),. ~~divided~~Certain byinformation ~~the~~or ~~number~~footnote ofdisclosures ~~then~~normally ~~issued~~included ~~and~~in ~~outstanding~~financial ~~public~~statements ~~shares,~~prepared ~~which~~in ~~redemption~~accordance ~~will~~with ~~completely~~GAAP ~~extinguish~~have ~~public~~been ~~shareholders’~~condensed ~~rights~~or ~~as shareholders (including the right to receive further liquidating distributions~~omitted, ifpursuant ~~any), subject~~ to the ~~Company’s~~rules ~~obligations~~and ~~under~~regulations ~~Cayman Islands law to provide for claims~~ of ~~creditors and~~ the ~~requirements~~SEC offor ~~other~~interim ~~applicable~~financial ~~law~~reporting. ~~The sponsor~~Accordingly, ~~officers and directors have entered into a letter agreement with the Company, pursuant to which~~ they ~~have~~do ~~agreed~~not toinclude ~~waive~~all ~~their rights to liquidating distributions from~~ the ~~trust~~information ~~account~~and ~~with~~footnotes ~~respect~~necessary tofor ~~their~~a ~~founder~~comprehensive ~~shares~~presentation ifof ~~the~~financial ~~Company~~position, ~~fails~~results toof ~~complete~~operations, ~~its~~or ~~initial~~cash ~~business~~flows. ~~combination~~In ~~within 24 months from~~ the ~~closing~~opinion of ~~the initial public offering. However~~management, if the ~~sponsor~~accompanying orunaudited ~~management~~condensed ~~team~~financial ~~acquire~~statements ~~public~~include ~~shares~~all inadjustments, orconsisting ~~after~~of ~~the~~a ~~initial~~normal ~~public~~recurring ~~offering~~nature, ~~they~~which ~~will~~are benecessary ~~entitled~~for toa ~~liquidating~~fair ~~distributions~~presentation ~~from~~of the ~~trust~~financial ~~account~~position, ~~with~~operating ~~respect~~results toand ~~such~~cash ~~public~~flows ~~shares~~for if the ~~Company~~periods ~~fails to complete its initial business combination within the prescribed time period~~presented.

7These unaudited condensed financial statements should be read in conjunction with the Company’s Registration Statement filed with the SEC on July 17, 2025 as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 24, 2025. The interim results in these unaudited condensed financial statements are not necessarily indicative of future expected results.

~~Pyrophyte~~Liquidity ~~Acquisition~~and ~~Corp.~~Capital IIResources

~~Notes~~ As of September 30, 2025, the Company had a cash balance of $721,227 and due from Sponsor balance of $353,445. Following the closing of the initial public offering, the Company’s liquidity needs are satisfied through using net proceeds from the initial public offering and the sale of private placement warrants for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to ~~Unaudited~~and ~~Condensed~~from ~~Financial~~the ~~Statements~~offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination.

~~NOTE~~In ~~2—SUMMARY~~connection OFwith ~~SIGNIFICANT~~the ~~ACCOUNTING~~Company’s ~~POLICIES~~assessment of going concern considerations in accordance with the ASC 205-40, “Presentation of Financial Statements-Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. Management has determined that upon consummation of the initial public offering and the sale of the private placement units, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial statements.

~~Basis~~Emerging ofGrowth ~~Presentation~~Company Status

The ~~accompanying~~Company ~~unaudited~~is ~~condensed~~an ~~financial~~“emerging ~~statements~~growth ~~have~~company,” ~~been~~as ~~prepared~~defined in ~~accordance~~Section 2(a) of ~~with~~the ~~accounting~~Securities ~~principles~~Act of 1933, ~~generally~~as ~~accepted~~amended, inor the ~~United States of America (~~“~~GAAP~~Securities Act”), ~~for~~as ~~information~~modified ~~and~~by ~~in accordance with~~ the ~~instructions~~Jumpstart toOur ~~Form~~Business ~~10-Q~~Startups ~~and Article 8~~ Act of 2012 ~~Regulation S-X of the Securities and Exchange Commission~~ (the “~~SEC~~JOBS Act”)., ~~Certain~~and ~~information~~it ormay ~~footnote~~take ~~disclosures~~advantage ~~normally~~of ~~included~~certain inexemptions ~~financial~~from ~~statements~~various ~~prepared~~reporting inrequirements ~~accordance~~that ~~with~~are ~~GAAP~~applicable ~~have~~to ~~been~~other ~~condensed~~public orcompanies ~~omitted,~~that ~~pursuant~~are tonot ~~the~~emerging ~~rules~~growth ~~and~~companies ~~regulations~~including, ofbut ~~the~~not ~~SEC~~limited ~~for interim financial reporting. Accordingly~~to, ~~they do~~ not ~~include~~being ~~all~~required ~~the~~to ~~information~~comply ~~and~~with ~~footnotes~~the ~~necessary~~auditor ~~for~~attestation arequirements ~~comprehensive~~of ~~presentation~~Section 404 of ~~financial~~the ~~position,~~Sarbanes-Oxley ~~results~~ Act of ~~operations~~ 2002, orreduced ~~cash~~disclosure ~~flows.~~obligations Inregarding ~~the~~executive ~~opinion~~compensation ofin ~~management,~~its ~~the~~periodic ~~accompanying~~reports ~~unaudited~~and ~~condensed~~proxy ~~financial~~ statements, ~~include~~and ~~all~~exemptions ~~adjustments,~~from ~~consisting~~the requirements of holding a ~~normal~~non-binding ~~recurring~~advisory ~~nature,~~vote ~~which~~on ~~are~~executive ~~necessary~~compensation ~~for~~and ashareholder ~~fair~~approval ~~presentation~~ of ~~the~~any ~~financial~~golden ~~position,~~parachute ~~operating~~payments ~~results~~not ~~and~~previously ~~cash flows for the periods presented~~approved.

~~These~~Further, ~~unaudited~~Section 102(b)(1) of ~~condensed~~the ~~financial~~JOBS ~~statements~~Act ~~should~~exempts beemerging ~~read~~growth incompanies ~~conjunction~~from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~Company’s~~Exchange Act) ~~Registration~~are ~~Statement~~required ~~filed~~to comply with the ~~SEC~~new onor ~~July~~revised ~~17,~~financial ~~2025~~accounting asstandards. ~~well~~The asJOBS Act provides that an emerging growth company can elect to opt out of the ~~Company’s~~extended ~~Current~~transition ~~Report~~period onand ~~Form~~comply 8with the requirements that apply to non-Kemerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as ~~filed~~an ~~with~~emerging growth company, can adopt the ~~SEC~~new onor ~~July~~revised ~~24,~~standard ~~2025~~at the time private companies adopt the new or revised standard. ~~The~~This ~~interim~~may ~~results~~make incomparison ~~these~~of the Company’s unaudited condensed financial statements ~~are~~with ~~not~~another ~~necessarily~~public ~~indicative~~company which is neither an emerging growth company nor an emerging growth company which has opted out of ~~future~~using ~~expected~~the ~~results~~extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Liquidity and Capital Resources~~8

Use As of June 30, 2025, the Company had a cash balance of $0. However, following the closing of the initial public offering, the Company’s liquidity needs are satisfied through using net proceeds from the initial public offering and the sale of private placement warrants for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination. Estimates

InThe ~~connection~~preparation ~~with the Company’s assessment~~ of ~~going~~financial ~~concern~~statements ~~considerations~~ in ~~accordance~~conformity with ~~the~~GAAP ~~ASC~~requires ~~205-40, “Presentation of Financial Statements-Going Concern,”~~ the Company’s ~~does~~management ~~not believe it will need~~ to ~~raise~~make ~~additional~~estimates ~~funds~~and inassumptions ~~order~~that toaffect ~~meet~~ the ~~expenditures~~reported ~~required~~amounts ~~for operating its business. However, if the estimate~~ of ~~the~~assets ~~costs~~and ofliabilities ~~identifying a target business, undertaking in-depth due diligence~~ and ~~negotiating~~disclosure a business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. Management has determined that upon consummation of ~~the~~contingent ~~initial~~assets ~~public~~and ~~offering~~liabilities ~~and~~at the ~~sale~~date of the ~~private~~unaudited ~~placement~~condensed ~~units,~~financial ~~the~~statements ~~Company~~and ~~has sufficient funds to finance~~ the ~~working~~reported ~~capital~~amounts ~~needs~~ of ~~the~~expenses ~~Company~~during ~~within one year from~~ the ~~date~~reporting ~~of issuance of the unaudited condensed financial statements~~period.

~~Emerging~~Making ~~Growth~~estimates ~~Company~~requires ~~Status~~management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~The~~Cash Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and itCash may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Equivalents

8 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $721,227 in cash and no cash equivalents as of September 30, 2025.

~~Pyrophyte~~Marketable ~~Acquisition~~Securities ~~Corp.~~Held IIin Trust Account

~~Notes~~As toof ~~Unaudited~~September ~~Condensed~~30, ~~Financial~~2025, ~~Statements~~the assets held in the trust account were invested in money market funds that invest solely in U.S. treasury securities.

~~Further,~~Class ~~Section 102(b)(1) of~~A ~~the~~Ordinary ~~JOBS~~Shares ~~Act~~Subject ~~exempts emerging growth companies from being required~~ to ~~comply~~Possible with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Redemption

~~Use~~ The Company’s Class A ordinary shares that were sold as part of ~~Estimates~~the units in the IPO contain a redemption feature which allows for the redemption of such Class A ordinary shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies ordinary shares subject to redemption outside of permanent (deficit) equity as the redemption provisions are not solely within the control of the Company. Each unit consists of one Class A ordinary share and one-half of one public warrant. As such, the initial carrying value of Class A ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet as of September 30, 2025 are reconciled in the following table:

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Gross proceeds	$	200,411,500
Less:
Class A ordinary shares issuance costs		(12,512,442	)
Fair value of Public Warrants at issuance		(3,724,648	)

Plus:
Remeasurement of Class A ordinary shares to redemption value		17,869,847
Class A ordinary shares subject to possible redemption at September 30, 2025	$	202,044,257

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.9

~~Cash~~Fair ~~and~~Value ~~Cash Equivalents~~Instruments

The ~~Company~~fair ~~considers~~value ~~all~~of ~~short-term~~the ~~investments~~Company’s ~~with~~assets anand ~~original~~liabilities, ~~maturity~~which ~~date~~qualify ofas ~~three~~financial ~~months~~instruments orunder ~~less~~the ~~when~~FASB ~~purchased~~ASC to820, be“Fair ~~cash~~Value orMeasurement,” ~~cash~~approximates ~~equivalents.~~the ~~The~~carrying ~~Company~~amounts ~~did~~represented ~~not~~in ~~have~~the ~~any~~condensed ~~cash~~balance ~~equivalents~~sheet, asprimarily ofdue ~~June~~to ~~30,~~their ~~2025~~short-term nature.

Fair Value ~~Instruments~~Measurement

~~The~~Fair ~~fair~~ value ofis defined as the ~~Company’s~~price ~~assets~~that ~~and~~would ~~liabilities,~~be ~~which~~received ~~qualify~~for assale ~~financial~~of ~~instruments~~an ~~under~~asset or paid for in an orderly transaction between market participants at the ~~FASB~~measurement ~~ASC~~date. ~~820,~~GAAP ~~“Fair~~establishes ~~Value~~a ~~Measurement~~three-tier fair value hierarchy,” ~~approximates~~which prioritizes the ~~carrying~~inputs ~~amounts~~used ~~represented~~ in measuring fair value. The hierarchy gives the ~~balance~~highest ~~sheet,~~priority ~~primarily~~to ~~due~~unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to ~~their~~unobservable ~~short-term~~inputs ~~nature~~(Level 3 measurements). These tiers include:

~~Fair~~● ~~Value~~Level ~~Measurement~~1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

~~Fair~~● ~~value~~Level is2, defined as ~~the~~inputs ~~price~~other ~~that~~than ~~would~~quoted beprices ~~received for sale of an asset or paid for~~ in anactive ~~orderly~~markets ~~transaction~~that ~~between~~are ~~market~~either ~~participants~~directly ator ~~the~~indirectly ~~measurement~~observable ~~date.~~such ~~GAAP~~as ~~establishes~~quoted aprices ~~three-tier~~for ~~fair~~similar ~~value~~instruments ~~hierarchy, which prioritizes the inputs used~~ in ~~measuring~~active ~~fair~~markets ~~value.~~or ~~The hierarchy gives the highest priority to unadjusted~~ quoted prices ~~in active markets~~ for identical ~~assets~~ or ~~liabilities~~similar ~~(Level~~instruments 1in ~~measurements)~~markets ~~and~~that ~~the~~are ~~lowest~~not ~~priority~~active; ~~to unobservable inputs (Level 3 measurements). These tiers include:~~and

● Level 13, defined as ~~observable~~unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as ~~quoted~~valuations ~~prices~~derived ~~(unadjusted)~~from ~~for~~valuation ~~identical~~techniques ~~instruments~~in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in ~~active~~its ~~markets;~~entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

● ~~Level~~There 2,were ~~defined~~no asinvestments, ~~inputs~~assets ~~other~~or ~~than~~liabilities ~~quoted~~requiring ~~prices~~fair invalue ~~active~~measurement ~~markets~~as ~~that~~of ~~are~~September ~~either~~30, ~~directly~~2025 orexcept ~~indirectly~~marketable ~~observable~~securities ~~such~~held ~~as quoted prices for similar instruments~~ in ~~active~~Trust ~~markets~~Account orof ~~quoted~~$202,044,256, ~~prices~~which ~~for~~is ~~identical~~determined orto ~~similar~~be ~~instruments~~a inlevel ~~markets~~1 ~~that~~measurement. ~~are not active; and~~

●Derivative ~~Level~~Financial 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.Instruments

9The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.”

~~Pyrophyte~~The ~~Acquisition~~Company ~~Corp~~accounted for the public warrants issued in connection with the initial public offering and the private placement warrants in accordance with the guidance contained in ASC 815-40. IISuch guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the instruments continue to be classified in equity. The over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and would be accounted for as a liability pursuant to ASC 480. The over-allotment option was partially exercised on July 24, 2025, and the over-allotment liability recorded by Company was reversed.

~~Notes~~Offering ~~to Unaudited Condensed Financial Statements~~Costs

~~Derivative~~The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the IPO. Financial ~~Instruments~~Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the units between Class A ordinary shares and warrants, prorate, allocating the IPO proceeds to the assigned value of the warrants and to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the public and private placement warrants were charged to shareholders’ deficit as public and private placement warrants, after management’s evaluation, are accounted for under equity treatment.

The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.”10

~~The~~Income Company accounted for the public warrants issued in connection with the initial public offering and the private placement warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the instruments continue to be classified in equity. The over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and would be accounted for as a liability pursuant to ASC 480. The over-allotment option was partially exercised on July 24, 2025, and the over-allotment liability recorded by Company was reversed.Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred ~~Offering~~income ~~Costs~~tax assets and liabilities are computed for differences between the financial statements and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC ~~The~~Topic 740 ~~Company~~clarifies ~~complies with~~ the ~~requirements~~accounting offor ~~ASC~~uncertainty ~~340-10-S99~~in ~~and~~income ~~SEC~~taxes ~~Staff~~recognized ~~Accounting~~in ~~Bulletin~~an ~~(“SAB”)~~entity’s ~~Topic~~unaudited 5Acondensed —financial ~~“Expenses~~statements ofand ~~Offering.”~~prescribes ~~Deferred~~a ~~offering~~recognition ~~costs~~threshold ~~consist principally of professional~~ and ~~registration~~a ~~fees~~measurement ~~that~~attribute ~~are~~for ~~related to~~ the ~~initial~~financial ~~public~~statements ~~offering.~~recognition ~~Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion~~ and ~~Other~~measurement ~~Options,” addresses the allocation~~ of ~~proceeds~~tax ~~from~~positions ~~the~~taken ~~issuance~~or ofexpected ~~convertible~~to ~~debt~~be ~~into~~taken ~~its~~in ~~equity~~a ~~and~~tax ~~debt components~~return. ~~The~~For ~~Company~~those ~~applies~~benefits ~~this guidance~~ to ~~allocate~~be ~~initial~~recognized, ~~public~~a ~~offering~~tax ~~proceeds~~position ~~from~~must ~~the~~be ~~units~~more ~~between~~likely ~~Class~~than Anot ~~ordinary~~to ~~shares~~be ~~and~~sustained ~~warrants,~~upon ~~prorate,~~examination ~~allocating~~by ~~the~~taxing ~~initial~~authorities. ~~public~~ASC ~~offering~~740 ~~proceeds~~also toprovides ~~the~~guidance ~~assigned~~on ~~value~~derecognition, ofclassification, ~~the~~interest ~~warrants~~ and ~~to the Class A ordinary shares. On July 18~~penalties, ~~2025,~~accounting in ~~connection~~interim ~~with the Company’s IPO~~periods, ~~offering~~disclosure ~~costs allocated to the Class A ordinary shares were charged to temporary equity~~ and ~~offering~~transition. ~~costs~~Based ~~allocated~~on to the ~~public and private placement warrants were charged to shareholders~~Company’s ~~equity~~evaluation, ~~(deficit)~~it ashas ~~public~~been ~~and~~concluded ~~private~~that ~~placement~~there ~~warrants, after management’s evaluation,~~ are ~~accounted~~no ~~for~~significant ~~under~~uncertain ~~equity~~tax ~~treatment.~~positions Asrequiring ofrecognition ~~June~~in ~~30, 2025,~~ the Company’s ~~had~~unaudited ~~deferred~~condensed ~~offering~~financial ~~costs of $217,104~~statements.

~~Income~~ ~~Taxes~~The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company ~~accounts~~is ~~for~~considered ~~income~~to ~~taxes~~be ~~under~~an ~~ASC~~exempted ~~Topic 740,~~Cayman ~~“Income~~Islands ~~Taxes,”~~company ~~which~~with ~~requires~~no anconnection ~~asset~~to ~~and~~any ~~liability~~other ~~approach~~taxable tojurisdiction ~~financial~~and ~~accounting~~is ~~and~~presently ~~reporting~~not ~~for~~subject to income taxes. ~~Deferred~~or income tax ~~assets~~filing ~~and~~requirements ~~liabilities~~in ~~are computed for differences between~~ the ~~financial~~Cayman ~~statements~~Islands ~~and tax basis of assets and liabilities that will result in future taxable~~ or ~~deductible amounts, based on enacted tax laws and rates applicable to~~ the ~~periods in which the differences are expected to affect taxable income~~United States. ~~Valuation~~As ~~allowances are established~~such, ~~when~~the ~~necessary,~~Company’s totax ~~reduce~~provision ~~deferred~~was ~~tax~~zero ~~assets~~for to the ~~amount~~periods ~~expected to be realized~~presented.

~~ASC~~Net ~~Topic 740~~Income ~~clarifies~~Per ~~the~~Ordinary accounting for uncertainty in income taxes recognized in an entity’s unaudited condensed financial statements and prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements.Share

The Company ~~recognizes~~complies ~~accrued~~with ~~interest~~accounting and ~~penalties~~disclosure ~~related~~requirements toof ~~unrecognized~~ASC ~~tax~~260, ~~benefits~~“Earnings asPer Share.” Net income ~~tax~~per ~~expense.~~ordinary Asshare is computed by dividing net income by the weighted average number of ~~June~~ordinary shares outstanding during the period. For the three months ended September 30, 2025, ~~there~~and ~~were~~for nothe ~~unrecognized~~period ~~tax~~from ~~benefits~~May ~~and~~1, no2025 ~~amounts~~(inception) ~~accrued~~through ~~for~~September ~~interest~~30, ~~and~~2025, ~~penalties.~~the ~~The~~ Company isdid ~~currently~~ not ~~aware~~consider the effect of ~~any~~the ~~issues~~warrants ~~under~~sold ~~review~~in ~~that~~the ~~could~~Public ~~result~~Offering and Private Placement to purchase Public Shares in ~~significant~~the ~~payments~~calculation of diluted income per ordinary share, ~~accruals~~since ortheir ~~material~~inclusion ~~deviation~~is ~~from~~contingent ~~its~~on ~~position~~a future event. A reconciliation of the net income per ordinary share is stated below.

	For The Three Months Ended September 30, 2025		For The Period From May 1, 2025 (Inception) Through September 30, 2025
Redeemable Class A Ordinary Shares
Numerator: Net income allocable to Redeemable Class A Ordinary Shares
Net income allocable to Redeemable Class A Ordinary Shares	$	1,003,582	$	789,778

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		16,172,167		9,724,440
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.06	$	0.08

Non-Redeemable Class B Ordinary Shares
Numerator: Net income allocable to non-redeemable Class B Ordinary Shares
Net income allocable to non-redeemable Class B Ordinary Shares	$	434,187	$	545,991

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		6,996,672		6,722,711
Basic and diluted net income per share, Class B non-redeemable ordinary shares	$	0.06	$	0.08

~~Pyrophyte Acquisition Corp. II~~11

~~Notes~~Concentration toof ~~Unaudited~~Credit ~~Condensed Financial Statements~~Risk

~~The~~ ~~Company~~Financial isinstruments ~~considered~~that topotentially besubject anthe ~~exempted~~Company ~~Cayman~~to ~~Islands~~concentration ~~company~~of ~~with~~credit norisk ~~connection~~consist toof ~~any~~a ~~other~~cash ~~taxable~~account ~~jurisdiction~~in ~~and~~a isfinancial ~~presently~~institution ~~not~~which ~~subject~~at totimes ~~income~~may ~~taxes~~exceed orthe ~~income~~Federal ~~tax~~Deposit ~~filing~~Insurance ~~requirements~~Corporation incoverage ~~the~~of ~~Cayman~~$250,000. ~~Islands~~Any loss incurred or ~~the~~a ~~United States.~~lack Asof access to such, funds could have a significant adverse impact on the Company’s ~~tax~~financial ~~provision~~condition, ~~was~~results ~~zero~~of ~~for~~operations, ~~the~~and ~~period~~cash ~~presented~~flows.

~~Ordinary Shares Subject to Possible Redemption~~Warrants

~~All~~The ofCompany ~~the~~accounts ~~Class~~for Awarrants ~~ordinary~~as ~~shares~~either ~~issued~~equity-classified ~~contain~~or aliability-classified ~~redemption~~instruments ~~feature~~based ~~which~~on ~~allows~~an ~~for~~assessment ~~the redemption~~ of ~~such public shares in connection with~~ the ~~Company~~warrant’s ~~liquidation,~~specific ifterms ~~there~~and isapplicable aauthoritative ~~shareholder~~guidance ~~vote or tender offer~~ in ~~connection~~ASC ~~with~~480 ~~the business combination~~ and inASC ~~connection~~815. ~~with~~The ~~certain~~assessment ~~amendments~~considers towhether the ~~Company’s~~warrants ~~amended~~are ~~and~~freestanding ~~restated~~financial ~~memorandum~~instruments ~~and~~pursuant ~~articles~~to ~~of association. In accordance with~~ ASC 480, ~~conditionally~~meet ~~redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within~~ the ~~control~~definition of ~~the~~a ~~holder~~liability orpursuant ~~subject~~ to ~~redemption~~ASC ~~upon~~480, ~~the~~and ~~occurrence~~whether ofthe ~~uncertain~~warrants ~~events~~meet ~~not~~all ~~solely~~of ~~within~~ the ~~Company’s~~requirements ~~control)~~for ~~are classified as temporary~~ equity. ~~Ordinary~~classification ~~liquidation~~under ~~events~~ASC 815, ~~which~~including ~~involve~~whether the ~~redemption~~warrants ~~and~~are ~~liquidation~~indexed ofto ~~all of~~ the ~~entity~~Company’s ~~equity~~own ~~instruments~~ordinary shares, ~~are~~among ~~excluded~~other ~~from~~conditions ~~the~~for ~~provisions~~equity ~~of ASC 480~~classification. ~~The~~This ~~Company did not specify a maximum redemption threshold. However~~assessment, ~~any~~which ~~threshold~~requires inthe ~~its~~use ~~amended and restated memorandum and articles~~ of ~~association~~professional ~~would~~judgment, ~~not~~is ~~change~~conducted at the ~~nature~~time of ~~the~~warrant ~~underlying~~issuance ~~shares as redeemable~~ and ~~thus public shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately~~ as ~~they occur and adjusts the carrying value~~ of ~~redeemable ordinary shares to equal the redemption value at the end of~~ each ~~reporting~~subsequent period. ~~Such~~end ~~changes~~date ~~are~~while ~~reflected in additional paid-in capital, or in~~ the ~~absence~~warrants ofare ~~additional capital, in accumulated deficit~~outstanding.

~~Loss~~For ~~per~~issued ~~Class~~or Bmodified ~~Ordinary~~warrants ~~Share~~that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the unaudited condensed statement of operations.

The ~~Loss~~warrants per Class B ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 946,428 Class B ordinary shares that are ~~subject to forfeiture if the over-allotment option was~~ not ~~exercised~~precluded byfrom ~~the~~equity ~~underwriters (see Note 6). As of June 30~~classification, ~~2025, the Company did not have any dilutive securities~~ and ~~other~~will ~~contracts that could, potentially,~~ be ~~exercised~~accounted orfor ~~converted~~as ~~into~~such ~~ordinary~~on ~~shares and then share in~~ the ~~earnings~~date of ~~the Company~~issuance. ~~As a result, diluted loss per Class B ordinary share is the same as basic loss per ordinary share for the period presented.~~

~~Concentration~~Share-Based ~~of Credit Risk~~Compensation

The ~~Financial~~Company ~~instruments~~accounts ~~that~~for ~~potentially~~founder ~~subject~~shares ~~the~~issued ~~Company~~ to ~~concentration~~its ofindependent ~~credit~~directors ~~risk~~in ~~consist~~accordance ofwith aSEC ~~cash~~Staff ~~account~~Accounting inBulletin a5T ~~financial~~and ~~institution~~ASC ~~which~~718, at“Compensation-Stock ~~times~~Compensation.” ~~may~~The ~~exceed~~fair value of the ~~Federal~~founder ~~Deposit~~shares ~~Insurance~~issued ~~Corporation~~in ~~coverage~~this ofarrangement ~~$250,000.~~was ~~Any~~determined ~~loss~~using ~~incurred~~the orimplied astock ~~lack~~price as of ~~access~~the todate ~~such~~of ~~funds~~the ~~could~~IPO ~~have~~of athe ~~significant~~Company’s ~~adverse~~Class ~~impact~~A onordinary shares and the ~~Company’s~~probability ~~financial~~of ~~condition,~~the ~~results~~success of ~~operations,~~the ~~and~~initial ~~cash~~business ~~flows~~combination.

~~Warrants~~Recent Accounting Pronouncements

~~The~~Management ~~Company~~does ~~accounts~~not ~~for~~believe ~~warrants~~that asany ~~either~~recently ~~equity-classified~~issued, orbut ~~liability-classified~~not instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480effective, ~~meet~~accounting ~~the definition of a liability pursuant to ASC 480~~standards, ~~and~~if ~~whether~~currently ~~the warrants meet all of the requirements for equity classification under ASC 815~~adopted, ~~including~~would ~~whether~~have ~~the~~a ~~warrants~~material ~~are~~effect ~~indexed~~on to the Company’s ~~own~~unaudited ~~ordinary~~condensed ~~shares,~~financial ~~among other conditions for equity classification~~statements. ~~This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants are outstanding.~~

~~For~~NOTE ~~issued~~3—INITIAL orPUBLIC modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statement of operations.OFFERING

11 The registration statement for the Company’s initial public offering was declared effective on July 16, 2025. On July 18, 2025, the Company consummated the initial public offering of 17,500,000 units, generating gross proceeds of $175,000,000. On July 24, 2025, the underwriters partially exercised their over-allotment option to purchase an additional 2,541,150 units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $25,411,500. The underwriters forfeited their option to purchase an additional 83,850 units.

~~Pyrophyte~~ ~~Acquisition~~Each ~~Corp~~unit consists of one Class A ordinary share and one-half of one redeemable warrant. IIEach whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warranty is exercisable. The warrants will become exercisable 30 days after the completion of the Company’s initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation.

~~Notes~~ Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 5,050,000 private placement warrants to ~~Unaudited~~the ~~Condensed~~Sponsor, ~~Financial~~at ~~Statements~~a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $5,050,000.

~~The~~ ~~warrants~~Each ~~are~~private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. If the initial business combination is not ~~precluded~~completed within 24 months from ~~equity~~the ~~classification~~closing of the IPO, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be ~~accounted~~non-redeemable ~~for~~and exercisable on a cashless basis and will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation, as ~~such~~described onin this prospectus. As the ~~date~~sponsor will agree, subject to limited exceptions, not to transfer, assign or sell any of ~~issuance~~the private placement warrants (including their underlying securities) until 30 days after the completion of the initial business combination.

~~Share-Based Compensation~~12

~~The~~NOTE ~~Company~~4—RELATED ~~records~~PARTY share-based compensation in accordance with ASC Topic 718, "Compensation-Share Compensation” (“ASC 718”). ASC 718 defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.TRANSACTIONS

~~Recent~~Founder ~~Accounting Pronouncements~~Shares

~~Management~~ ~~does~~On ~~not~~May 5, ~~believe~~2025, ~~that~~the ~~any~~sponsor ~~recently~~made ~~issued~~a capital contribution of $25,000, ~~but~~or ~~not~~approximately ~~effective~~$0.003 per share, ~~accounting~~to ~~standards~~cover certain of the Company’s expenses, iffor ~~currently~~which ~~adopted~~the Company issued 7,255,952 ~~would~~founder ~~have~~shares ato ~~material~~the ~~effect~~sponsor. onThe founder shares included up to 946,428 of the ~~Company~~founder shares subject to forfeiture by the sponsor for no consideration to the extent the underwriters’s ~~unaudited~~over-allotment ~~condensed~~was ~~financial~~not ~~statements~~fully exercised. The underwriters had 45 days after the closing of the initial public offering to exercise their over-allotment option. On July 24, 2025, the underwriters partially exercised their over-allotment option as part of the initial public offering. As such, 30,231 founder shares were forfeited by the sponsor. All share and per share data has been retroactively restated.

~~NOTE~~ 3—In ~~INITIAL~~June ~~PUBLIC~~2025, ~~OFFERING~~the sponsor transferred 30,000 of the Company’s founder shares to each of the Company’s three independent directors. These 90,000 shares were not subject to forfeiture. The allocation of the founder shares to the directors is in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company used the implied stock price as of the date of the initial public offering of the Company’s Class A ordinary shares and the probability of the success of the initial business combination. The fair value of the 90,000 shares granted to the Company’s directors was $216,637 or $2.41 per share. The founder shares were granted subject to a performance condition, the performance of the duties of an independent director through and the occurrence of an initial business combination. Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under ASC 718. The Company determined the performance conditions are not considered probable, and, therefore, no share-based compensation expense was recognized as of September 30, 2025. As of September 30, 2025, the unrecognized stock compensation expense was $216,637.

The ~~registration~~founder ~~statement~~shares ~~for~~are designated as Class B ordinary shares and, except as described below, are identical to the ~~Company’s~~Class A ordinary shares included in the units sold in the initial public offering, ~~was~~and ~~declared~~holders ~~effective~~of onfounder ~~July~~shares 16have the same shareholder rights as public shareholders, ~~2025.~~except Onthat ~~July~~(i) 18the founder shares are subject to certain transfer restrictions, ~~2025~~as described in more detail below, (ii) the founder shares are entitled to registration rights, (iii) the Company’s ~~consummated~~sponsor, officers and directors have entered into a letter agreement with the ~~initial~~Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public ~~offering~~shares in connection with the completion of ~~17,500,000~~the ~~units~~Company’s initial business combination, ~~generating~~(B) ~~gross~~waive ~~proceeds~~their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of ~~$175,000,000.~~association On(1) ~~July~~to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial business combination within 24 months from the closing of the initial public offering, ~~2025~~(2) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (3) waive their rights to liquidating distributions from the ~~underwriters~~trust ~~partially~~account ~~exercised~~with respect to their ~~over-allotment~~founder ~~option~~shares if the Company fails to ~~purchase~~complete anthe ~~additional~~Company’s 2initial business combination within the 24 months from the closing of the initial public offering,~~541~~ although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial business combination within such time period and to liquidating distributions from assets outside the trust account and (4) vote any founder shares held by them and any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions) in favor of the initial business combination (including any proposals recommended by the Company’s board of directors in connection with such business combination) (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto),~~150~~ ~~units~~(iv) the founder shares are automatically convertible into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Company’s initial business combination or at aany ~~purchase~~time ~~price~~prior thereto at the option of ~~$10.00~~the ~~per~~holder ~~Unit~~on a one-for-one basis, ~~generating~~subject ~~additional~~to ~~gross~~adjustment ~~proceeds~~as described herein and in the amended and restated memorandum and articles of ~~$25~~association,~~411~~ and (v) prior to the closing of the Company’s initial business combination,~~500.~~ ~~The~~only ~~underwriters~~holders ~~forfeited~~of ~~their~~Class ~~option~~B ordinary shares will be entitled to ~~purchase~~vote anon ~~additional~~the 83appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents,~~850~~ ~~units~~in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of the Company’s initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation. 13

~~Simultaneously~~The founder shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the ~~closing~~consummation of the initial business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the initial public offering and related to or in connection with the closing of the initial business combination, the ~~Company~~ratio ~~completed~~at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the ~~private~~holders ~~sale~~of a majority of anthe ~~aggregate~~outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of 5Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal,~~050~~ in the aggregate,~~000~~ 26.5% of the sum of (i) the total number of all ordinary shares outstanding upon the completion of the initial public offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the ~~Sponsor~~sponsor and the underwriters), atplus a(ii) ~~purchase~~all ~~price~~Class ofA ~~$1.00~~ordinary ~~per~~shares and equity-linked securities issued or deemed issued in connection with the Company’s initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent ~~warrant,~~warrants ~~generating~~issued ~~gross~~to ~~proceeds~~the Company’s sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of ~~$5,050,000~~working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

~~NOTE~~ ~~4—RELATED~~The ~~PARTY~~Company’s ~~TRANSACTIONS~~initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the completion of the initial business combination and (ii) the date following the completion of the initial business combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except to certain permitted transferees and under certain circumstances). Notwithstanding the foregoing, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s initial business combination, the founder shares will be released from this lock-up.

~~Founder~~Promissory ~~Shares~~Note—Related Party

OnThe ~~May 5,~~sponsor ~~2025,~~has ~~the~~agreed ~~sponsor~~to ~~made~~loan athe ~~capital~~Company ~~contribution~~an aggregate of up to $25300,000, orunder ~~approximately~~an ~~$0.003~~unsecured ~~per~~promissory ~~share,~~ to ~~cover~~be ~~certain~~used for a portion of the ~~Company’s~~ expenses in connection with the IPO. The loan was non-interest bearing, ~~for~~unsecured ~~which~~and due at the ~~Company~~earlier ~~issued~~of 7December 31,~~255,952~~ ~~founder~~2025 ~~shares~~or tothe closing of the ~~sponsor~~IPO. ~~The~~As ~~founder~~of ~~shares~~the ~~included~~IPO update toof ~~946~~July 18,~~428~~ of2025, the ~~founder~~$300,000 ~~shares~~note ~~subject~~was tofully ~~forfeiture~~utilized by the ~~sponsor~~Company. ~~for~~In noconnection ~~consideration~~with tothe private sale of 5,050,000 warrants as described above in Note 4, the ~~extent~~Company settled the ~~underwriters’~~outstanding ~~over-allotment~~note ~~was~~through ~~not~~the ~~fully~~issuance ~~exercised~~of 300,000 private placement warrants to the related party. The ~~underwriters~~300,000 ~~had~~private 45placement ~~days~~warrants ~~after~~are included in the ~~closing~~total of 5,050,000 in connection with the ~~initial~~IPO. ~~public~~The ~~offering~~Company todetermined ~~exercise~~that ~~their~~the ~~over-allotment~~carrying ~~option.~~value Onand ~~July~~fair ~~24,~~value ~~2025,~~of the ~~underwriters~~note ~~partially~~are ~~exercised~~the ~~their~~same ~~over-allotment~~as ~~option~~the asfair ~~part~~value of the ~~initial~~private ~~public~~placement ~~offering~~warrants given in exchange for the note. As ~~such,~~of September 30,~~231~~ ~~founder~~2025, ~~shares~~there ~~were~~are ~~forfeited~~no byamounts outstanding under the ~~sponsor.~~note and the note is no longer available to be drawn.

12Due from Sponsor

~~Pyrophyte~~ ~~Acquisition~~As ~~Corp~~of September 30, 2025, the sponsor owed the Company an aggregate amount of $353,445. IIThe amount is non-interest bearing, due on demand and expected to be settled in the near term.

~~Notes to Unaudited Condensed Financial Statements~~14

Private InPlacement June 2025, the sponsor transferred 30,000 of the Company’s founder shares to each of the Company’s three independent directors. These 90,000 shares were not subject to forfeiture. The allocation of the founder shares to the directors is in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company used the implied stock price as of the date of the initial public offering of the Company’s Class A ordinary shares and the probability of the success of the initial business combination. The fair value of the 90,000 shares granted to the Company’s directors was $216,637 or $2.41 per share. The founder shares were granted subject to a performance condition, the performance of the duties of an independent director through and the occurrence of an initial business combination. Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under ASC 718. The Company determined the performance conditions are not considered probable, and, therefore, no share-based compensation expense was recognized as of June 30, 2025. As of June 30, 2025, the unrecognized stock compensation expense was $216,637. Warrants

~~The~~On ~~founder~~July ~~shares are designated as Class B ordinary shares and~~18, ~~except as described below~~2025, ~~are identical to~~ the Class A ordinary shares included in the units sold in the initial public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights, (iii) the Company’s sponsor, ~~officers~~purchased ~~and~~an ~~directors~~aggregate ~~have entered into a letter agreement with the Company~~5, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Company’s initial business combination050,000 ~~(B)~~private ~~waive~~placement ~~their~~warrants ~~redemption~~at ~~rights with respect to their founder shares and public shares in connection with~~ a ~~shareholder~~price ~~vote to approve an amendment to the Company’s amended and restated memorandum and articles~~ of ~~association (~~$1).00 toper ~~modify~~whole ~~the~~private ~~substance~~placement orwarrant ~~timing of the Company’s obligation to allow redemption~~ in ~~connection~~a ~~with~~private ~~the~~placement ~~Company’s~~that ~~initial~~occurred ~~business~~simultaneously ~~combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial business combination within 24 months from the closing of the initial public offering, (2)~~ with ~~respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (3) waive their rights to liquidating distributions from~~ the ~~trust account with respect to their founder shares if the Company fails to complete the Company’s initial business combination within the 24 months from the~~ closing of the initial public offering,. ~~although~~Each ~~they~~whole ~~will~~private beplacement ~~entitled~~warrant tois ~~liquidating~~exercisable ~~distributions~~for ~~from~~one ~~the~~whole trust account with respect to any public shares they hold if the Company fails to complete the initial business combination within such time period and to liquidating distributions from assets outside the trust account and (4) vote any founder shares held by them and any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions) in favor of the initial business combination (including any proposals recommended by the Company’s board of directors in connection with such business combination) (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto), (iv) the founder shares are automatically convertible into Class A ordinary ~~shares~~share ~~immediately prior to, concurrently with or immediately following the consummation of the Company’s initial business combination or~~ at ~~any time prior thereto at the option of the holder on~~ a ~~one-for-one~~price ~~basis, subject to adjustment as described herein and in the amended and restated memorandum and articles~~ of ~~association,~~$11.50 ~~and~~per (v) prior to the closing of the Company’s initial business combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands)share.

13 If the initial business combination is not completed within 24 months from the closing of the initial public offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis and will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation, as described in this prospectus. As the sponsor will agree, subject to limited exceptions, not to transfer, assign or sell any of the private placement warrants (including their underlying securities) until 30 days after the completion of the initial business combination.

~~Pyrophyte~~Administrative ~~Acquisition~~Support ~~Corp. II~~Agreement

~~Notes~~ Commencing on the effective date of the initial public offering, the Company entered into an agreement with the sponsor to ~~Unaudited~~pay ~~Condensed~~an ~~Financial~~aggregate ~~Statements~~of $35,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial business combination or its liquidation, the Company will cease paying these monthly fees. For the period from May 1, 2025 (inception) through September 30, 2025, the Company recognized $87,500 in administrative fees.

Working ~~The~~Capital founder shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the initial public offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 26.5% of the sum of (i) the total number of all ordinary shares outstanding upon the completion of the initial public offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor and the underwriters), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Loans

~~The~~In ~~Company’s~~order ~~initial~~to ~~shareholders~~finance ~~have~~transaction ~~agreed~~costs ~~not~~in toconnection ~~transfer~~with an intended initial business combination, ~~assign~~the Company’s sponsor or ~~sell~~an ~~any~~affiliate of ~~their~~its ~~founder~~sponsor ~~shares~~or ~~until~~certain ~~the~~of ~~earlier~~its toofficers ~~occur~~and ofdirectors ~~(i) one~~may, ~~year~~but ~~after~~are ~~the~~not ~~completion~~obligated ofto, loan the ~~initial~~Company ~~business~~funds ~~combination~~as ~~and~~may ~~(ii) the~~be ~~date~~required ~~following~~on ~~the~~a ~~completion~~non-interest ofbearing basis. If the Company completes its initial business combination, ~~on which~~ the Company ~~completes~~would arepay ~~liquidation,~~such ~~merger,~~loaned ~~share~~amounts. ~~exchange~~In orthe ~~other~~event ~~similar~~that ~~transaction~~the ~~that~~initial ~~results~~business incombination ~~all~~does ofnot close, the Company’s ~~shareholders~~may ~~having~~use ~~the~~a ~~right~~portion toof ~~exchange~~proceeds ~~their~~held ~~Class A~~outside ~~ordinary~~the ~~shares~~trust ~~for~~account ~~cash,~~to ~~securities~~repay orsuch ~~other~~loaned ~~property~~amounts ~~(except~~but tono ~~certain~~proceeds ~~permitted~~held ~~transferees~~in ~~and~~the ~~under~~trust ~~certain~~account ~~circumstances)~~would be used for such repayment. ~~Notwithstanding~~Up ~~the~~to ~~foregoing~~$1,500,000 ifof ~~the~~such ~~last~~loans ~~sale~~may ~~price~~be ofconvertible ~~the~~into ~~Class A~~private ~~ordinary~~placement ~~shares~~warrants ~~equals~~at ora ~~exceeds~~price of $121.00 per ~~share~~warrant ~~(as~~at ~~adjusted~~the ~~for~~option ~~share~~of ~~subdivisions,~~the ~~share~~lender. ~~capitalizations,~~The ~~reorganizations,~~warrants ~~recapitalizations~~would ~~and~~be identical to the ~~like)~~private ~~for~~placement ~~any~~warrants. ~~20 trading~~The ~~days~~terms ~~within~~of ~~any~~such ~~30-trading day~~loans ~~period~~by ~~commencing~~the atCompany’s ~~least~~sponsor ~~150 days~~or ~~after~~its ~~the~~affiliates, ~~completion~~or ofits ~~the~~officers ~~Company’s~~and ~~initial~~directors, ~~business~~if ~~combination~~any, ~~the~~have ~~founder~~not ~~shares~~been ~~will~~determined beand ~~released~~no ~~from~~written ~~this~~agreements ~~lock-up~~exist with respect to such loans.

~~Promissory~~ ~~Note—Related~~As ~~Party~~of September 30, 2025, no such working capital loans were outstanding.

NOTE ~~The~~5—COMMITMENTS ~~sponsor~~AND has agreed to loan the Company an aggregate of up to $300,000 under an unsecured promissory to be used for a portion of the expenses in connection with the initial public offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the initial public offering. As of June 30, 2025, the Company has $75,000 outstanding under the note. CONTINGENCIES

Risks On July 18, 2025, in connection with the private sale of 5,050,000 warrants as described below, the Company settled the outstanding note through the issuance of 300,000 private placement warrants to the related party. The 300,000 private placement warrants are included in the total of 5,050,000 in connection with the initial public offering. The Company determined that the carrying value and fair value of the note are the same as the fair value of the private placement warrants given in exchange for the note. As of July 18, 2025, there are no amounts outstanding under the note and the note is no longer available to be drawn. Uncertainties

~~Private~~The ~~Placement~~United States ~~Warrants~~has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict potential target companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact the Company’s possibility of closing an initial business combination. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

On July 18, 2025, the sponsor purchased an aggregate 5,050,000 private placement warrants at a price of $1.00 per whole private placement warrant in a private placement that occurred simultaneously with the closing of the initial public offering. Each whole private placement warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. 15

Registration If the initial business combination is not completed within 24 months from the closing of the initial public offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis and will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation, as described in this prospectus. As the sponsor will agree, subject to limited exceptions, not to transfer, assign or sell any of the private placement warrants (including their underlying securities) until 30 days after the completion of the initial business combination. Rights

14The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial business combination pursuant to a registration rights agreement signed on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Pyrophyte~~Underwriting ~~Acquisition Corp. II~~Agreement

~~Notes~~ On July 18, 2025, the Company paid a cash discount of 1.5% of the per unit initial public offering price on the base units sold in the Offering (or $2,625,000 in aggregate) to ~~Unaudited~~the ~~Condensed~~underwriters ~~Financial~~at ~~Statements~~the closing of the initial public offering, with an additional fee of 4.5% of the gross initial public offering proceeds with respect to the base units sold in the Offering (and 6.0% of the per unit initial public offering price on the units sold pursuant to the underwriters’ over-allotment option) payable only upon the Company’s completion of its initial business combination (the “Deferred Discount”).

~~Administrative~~ ~~Support~~A ~~Agreement~~Deferred Discount of $9,399,690, including the partial exercise of the over-allotment option, will become payable to the underwriters from the amounts held in the trust account solely in the event the Company completes its initial business combination.

NOTE ~~Commencing~~6—SHAREHOLDERS’ on the effective date of the initial public offering, the Company entered into an agreement with the sponsor to pay an aggregate of $35,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial business combination or its liquidation, the Company will cease paying these monthly fees. As of June 30, 2025, the Company did not incur any fees in relation to this agreement. DEFICIT

~~Working~~ ~~Capital~~Preference ~~Loans~~Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2025, there were no preference shares issued or outstanding.

InClass A ~~order~~Ordinary toShares—The ~~finance transaction costs in connection with an intended initial business combination, the~~ Company’s ~~sponsor~~is orauthorized ~~an affiliate of its sponsor or certain of its officers and directors may, but are not obligated~~ to, ~~loan~~issue ~~the Company funds as may be required on a non-interest bearing basis. If the Company completes its initial business combination~~200, ~~the Company would repay such loaned amounts. In the event that the initial business combination does not close~~000, ~~the Company may use a portion of proceeds held outside the trust account to repay such loaned amounts but no proceeds held in the trust account would be used for such repayment. Up to $1,500,~~000 ofClass A ~~such~~ordinary ~~loans~~shares ~~may be convertible into private placement warrants~~ at apar ~~price~~value of $10.000001 ~~per~~each. ~~warrant~~Holders ~~at the option~~ of the ~~lender.~~Company’s ~~The~~Class ~~warrants~~A ~~would~~ordinary beshares ~~identical~~are entitled to ~~the~~one ~~private~~vote ~~placement~~for ~~warrants~~each share. ~~The~~As ~~terms~~ of ~~such~~September ~~loans by the Company’s sponsor or its affiliates~~30, ~~or its officers and directors~~2025, ifthere ~~any,~~were ~~have not been determined and~~ no ~~written~~Class A ~~agreements~~ordinary ~~exist~~shares ~~with~~issued ~~respect~~or ~~to such loans~~outstanding.

As Class B Ordinary Shares—The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. On May 5, 2025, the Company issued 7,255,952 Class B ordinary shares to the sponsor (the “founder shares”) for $25,000, or approximately $0.003 per share, which included an aggregate of up to 946,428 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part. In June 2025, the sponsor transferred 30,000 of the Company’s founder shares to each of the Company’s three independent directors. As of September 30, 2025, nothere ~~such~~were ~~working~~7,225,721 ~~capital~~Class B ~~loans~~ordinary ~~were~~shares issued and outstanding.

~~NOTE~~ The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Company’s initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial business combination, as may be determined by the Company’s directors) or earlier at the option of the holder on a one-for-one basis (subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the initial public offering and related to the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issued and issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 26.5~~—COMMITMENTS~~% ~~AND~~of ~~CONTINGENCIES~~the sum of (i) the total number of all ordinary shares outstanding upon the completion of the initial public offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option but excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Company’s sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders prior to or in connection with an initial business combination.

~~Risks and Uncertainties~~16

~~The~~ ~~United States~~If ~~has~~the ~~recently~~Company ~~enacted~~enters ~~and~~into ~~proposed~~an toinitial ~~enact~~business ~~significant new tariffs. Additionally~~combination, ~~President~~it ~~Trump~~may ~~has~~(depending ~~directed~~on ~~various~~the ~~federal~~terms ~~agencies to further evaluate key aspects~~ of ~~U.S. trade~~such ~~policy~~an ~~and~~initial ~~there~~business ~~has~~combination) ~~been~~be ~~ongoing~~required ~~discussion~~to ~~and~~increase ~~commentary~~the ~~regarding~~number ~~potential~~of ~~significant changes to U.S.~~Class ~~trade~~A ~~policies,~~ordinary ~~treaties~~shares ~~and~~which ~~tariffs. There continues to exist significant uncertainty about~~ the ~~future~~Company ~~relationship~~is ~~between~~authorized ~~the U.S. and other countries with respect~~ to ~~such~~issue ~~trade~~at ~~policies,~~the ~~treaties~~same ~~and~~time ~~tariffs.~~as ~~These developments, or~~ the ~~perception~~Company’s ~~that~~shareholder ~~any~~votes ~~of them could occur, may have a material adverse effect~~ on ~~global economic conditions and~~ the ~~stability~~initial ofbusiness ~~global~~combination ~~financial~~to ~~markets, and may significantly reduce global trade and, in particular, trade between~~ the ~~impacted~~extent ~~nations and~~ the ~~U.S. Any~~Company ofseeks ~~these~~shareholder ~~factors~~approval could depress economic activity and restrict potential target companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in ~~turn~~connection ~~would~~with ~~negatively impact~~ the ~~Company’s possibility of closing an~~ initial business combination. ~~Any~~Holders of the ~~above~~Company’s ~~mentioned~~ordinary ~~factors,~~shares orare ~~any~~entitled ~~other~~to ~~negative~~one ~~impact~~vote onfor ~~the~~each ~~global~~ordinary ~~economy,~~share ~~capital~~(except ~~markets~~as orotherwise ~~other~~expressed ~~geopolitical~~in ~~conditions could adversely affect~~ the Company’s ~~search~~amended ~~for~~and anrestated ~~initial~~memorandum ~~business combination~~ and ~~any~~articles ~~target~~of ~~business with which it may ultimately consummate an initial business combination~~association).

~~Registration~~ ~~Rights~~Warrants—As of September 30, 2025, there were 13,800,000 warrants outstanding (8,750,000 public warrants and 5,050,000 private placement warrants). Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable.

The ~~holders~~Company ofwill ~~the~~not ~~(i)~~be ~~founder~~obligated to issue any Class A ordinary shares, ~~which~~pursuant ~~were~~to ~~issued~~the inexercise of a ~~private~~warrant ~~placement~~and ~~prior~~will have no obligation to ~~the~~settle ~~closing~~such ofwarrant ~~the~~exercise ~~initial~~unless ~~public~~a ~~offering,~~registration ~~(ii)~~statement ~~private~~under ~~placement~~the ~~warrants~~Securities ~~and~~Act with respect to the Class A ordinary shares underlying ~~such~~the ~~private~~warrants ~~placement~~is ~~warrants~~then effective and ~~(iii)~~a ~~private~~prospectus ~~placement~~relating ~~warrants~~thereto ~~that~~is ~~may~~current, besubject ~~issued~~to ~~upon~~the ~~conversion~~Company ofsatisfying ~~working~~its ~~capital~~obligations ~~loans~~described ~~will~~below ~~have~~with respect to registration. ~~rights~~No towarrant ~~require~~will be exercisable and the Company will not be obligated to ~~register~~issue a ~~sale~~Class ofA ~~any~~ordinary share upon exercise of ~~the~~a ~~Company’s~~warrant ~~securities~~unless ~~held~~the byClass ~~them~~A ~~and~~ordinary ~~any~~share ~~other~~issuable ~~securities~~upon ofsuch ~~the~~warrant ~~Company~~exercise ~~acquired~~has bybeen ~~them~~registered, ~~prior~~qualified or deemed to ~~the~~be ~~consummation~~exempt ofunder the ~~Company’s~~securities ~~initial~~laws ~~business~~of ~~combination~~the ~~pursuant~~state toof aresidence ~~registration~~of ~~rights~~the ~~agreement~~registered ~~signed~~holder onof the ~~effective~~warrants. ~~date~~In of the ~~initial~~event ~~public~~that ~~offering.~~the ~~The~~conditions ~~holders~~in ofthe ~~these~~two ~~securities~~immediately preceding sentences are ~~entitled~~not tosatisfied ~~make~~with uprespect to ~~three~~a ~~demands~~warrant, ~~excluding~~the ~~short~~holder ~~form~~of ~~demands,~~such ~~that~~warrant ~~the~~will ~~Company~~not ~~registers~~be entitled to exercise such ~~securities~~warrant and such warrant may have no value and expire worthless. In ~~addition,~~no event will the ~~holders~~Company ~~have~~be ~~certain~~required ~~“piggyback”~~to ~~registration~~net ~~rights~~cash ~~with~~settle ~~respect~~any towarrant. In the event that a registration ~~statements~~statement ~~filed~~is ~~subsequent~~not toeffective for the ~~Company’s~~exercised ~~completion~~warrants, of the ~~Company’s~~purchaser ~~initial~~of ~~business~~a ~~combination.~~unit ~~The~~containing ~~Company~~such warrant will ~~bear~~have paid the ~~expenses~~full ~~incurred~~purchase inprice ~~connection~~for ~~with~~the unit solely for the ~~filing~~Class ofA ~~any~~ordinary ~~such~~share ~~registration~~underlying ~~statements~~such unit.

~~Underwriting~~ ~~Agreement~~The Company is registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of the Company’s initial business combination, which may be within one year of the IPO. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of the initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the initial business combination, under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its initial business combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following its initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Pursuant to the underwriting agreement, the sponsor and the executive officers and directors have agreed that, for a period of 180 days from the date of the initial public offering, they will not, without the prior written consent of the underwriters, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants, subject to certain exceptions. The representative in its discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement described herein. 17

15 Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00

~~Pyrophyte~~The ~~Acquisition~~Company ~~Corp.~~may IIredeem the outstanding public warrants for cash:

~~Notes~~➤ toin ~~Unaudited~~whole ~~Condensed~~and ~~Financial~~not ~~Statements~~in part;

➤ Onat ~~July 18, 2025, the Company paid~~ a ~~cash discount of 1.5% of the per unit initial public offering~~ price ~~on the base units sold in the Offering (or $2,625,000 in aggregate) to the underwriters at the closing~~ of ~~the initial public offering, with an additional fee of 4~~$0.5%01 ~~of the gross initial public offering proceeds with respect to the base units sold in the Offering (and 6.0% of the~~ per ~~unit~~warrant; ~~initial~~upon ~~public~~not ~~offering~~less ~~price~~than on30 ~~the units sold pursuant to the underwriters~~days’ ~~over-allotment~~prior ~~option)~~written ~~payable~~notice ~~only upon the Company’s completion~~ of ~~its~~redemption ~~initial business combination~~ (the “~~Deferred~~30-day ~~Discount~~redemption period”).; and

➤ Aif, ~~Deferred~~and ~~Discount~~only if, the last reported sale price of the Class A ordinary shares equals or exceeds $918.00 per share (as adjusted for share subdivisions,~~399~~ share dividends,~~690~~ reorganizations, ~~including~~recapitalizations and the ~~partial~~like) ~~exercise~~for ofany ~~the~~20 ~~over-allotment~~trading ~~option,~~days ~~will~~within ~~become~~a ~~payable~~30 totrading ~~the~~day ~~underwriters~~period ~~from~~ending on the ~~amounts~~third ~~held~~trading inday ~~the~~prior ~~trust~~to ~~account~~the ~~solely~~date inon which the ~~event~~Company send the ~~Company~~notice ~~completes~~of ~~its~~redemption ~~initial~~to ~~business~~the ~~combination.~~warrant holders.

~~NOTE~~ 6The ~~—SHAREHOLDER’S~~Company ~~DEFICIT~~will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30 trading day period and the 30 day redemption period. If and when the public warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

Anti-dilution Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2025, there were no preference shares issued or outstanding. adjustments

If (x) the Company issues additional Class A ~~Ordinary~~ordinary ~~Shares—The~~shares ~~Company~~or isequity-linked ~~authorized~~securities tofor capital raising purposes in connection with the closing of the initial business combination at an issue ~~200,000,000~~price or effective issue price of less than $9.20 per Class A ordinary shares at(with ~~par~~such ~~value~~issue ofprice ~~$0.0001~~or ~~each.~~effective ~~Holders~~issue ofprice to be determined in good faith by the Company’s ~~Class~~board Aof ~~ordinary~~directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any founder shares ~~are~~held ~~entitled~~by the initial shareholders or such affiliates, as applicable, prior to ~~one~~such ~~vote~~issuance) ~~for~~(the ~~each~~“Newly ~~share.~~Issued AsPrice”), (y) the aggregate gross proceeds from such issuances represent more than 60% of ~~June~~the 30total equity proceeds, ~~2025~~and interest thereon, ~~there~~available ~~were~~for nothe funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and the volume weighted average trading price of the Class A ordinary shares ~~issued~~during orthe ~~outstanding~~20 trading day period starting on the trading day after the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

~~Class B Ordinary Shares—~~The ~~Company~~private isplacement ~~authorized~~warrants to(including ~~issue~~the ~~a total of 20,000,000~~ Class B A ordinary shares atissuable ~~par~~upon ~~value~~exercise of ~~$0.0001~~the ~~each.~~private Onplacement ~~May 5,~~warrants) ~~2025,~~will ~~the~~not ~~Company~~be ~~issued 7~~transferable,~~255,952~~ ~~Class B~~assignable ~~ordinary~~or ~~shares~~salable tountil ~~the~~30 ~~sponsor~~days (after the ~~“founder~~completion ~~shares”)~~of ~~for~~the ~~$25,000,~~initial orbusiness ~~approximately $0~~combination.~~003~~ ~~per~~The ~~share,~~private ~~which~~placement ~~included~~warrants anhave ~~aggregate~~terms ofand upprovisions ~~to 946,428 shares~~ that ~~were~~are ~~subject~~identical to ~~forfeiture~~those toof the ~~extent~~public ~~that~~warrants ~~the~~sold ~~underwriters’~~as ~~over-allotment option was not exercised in full or in~~ part. ~~In June 2025, the sponsor transferred 30,000~~ of the ~~Company’s~~units ~~founder~~in ~~shares to each of~~ the ~~Company’s~~initial ~~three~~public ~~independent directors~~offering. ~~As of June 30, 2025, there were 7,255,952 Class B ordinary shares issued and outstanding.~~

OnThe ~~July~~Company ~~18,~~accounts ~~2025~~for the 15,070,575 warrants issued in connection with the ~~consummation~~initial ofpublic ~~the~~offering ~~IPO~~(including 10,020,575 public warrants and ~~the~~5,050,000 ~~partial~~private ~~exercise~~placement ofwarrants) in accordance with the ~~underwriters~~guidance ~~over~~contained in ASC 815-~~allotment~~40. ~~option,~~Such guidance provides that the ~~Sponsor~~warrants ~~forfeited~~described ~~30,231~~above ~~Class~~are Bnot ~~ordinary~~precluded ~~shares,~~from ~~resulting~~equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in ~~the~~fair ~~Sponsor~~value ~~holding~~are annot ~~aggregate~~recognized ofas ~~7,135,721~~long ~~Class~~as Bthe ~~ordinary~~contracts ~~shares~~continue to be classified in equity.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Company’s initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial business combination, as may be determined by the Company’s directors) or earlier at the option of the holder on a one-for-one basis (subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the initial public offering and related to the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issued and issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 26.5% of the sum of (i) the total number of all ordinary shares outstanding upon the completion of the initial public offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option but excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Company’s sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders prior to or in connection with an initial business combination. 18

16NOTE 7—SEGMENT INFORMATION

~~Pyrophyte~~ASC ~~Acquisition~~Topic 280, ~~Corp~~“Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statements information about operating segments, products, services, geographic areas, and major customers. IIOperating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating officer decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

~~Notes~~ toThe ~~Unaudited~~Company’s ~~Condensed~~CODM has been identified as the Chief Financial ~~Statements~~Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

IfThe ~~the~~CODM ~~Company~~assesses ~~enters~~performance ~~into~~for ~~an initial business combination, it may (depending on~~ the ~~terms~~single ofsegment ~~such~~and andecides ~~initial~~how ~~business combination) be required~~ to ~~increase~~allocate ~~the~~resources ~~number~~based ofon ~~Class A~~net ~~ordinary~~income ~~shares~~or ~~which~~loss ~~the~~that ~~Company~~also is ~~authorized~~reported ~~to issue at the same time as the Company’s shareholder votes~~ on the ~~initial~~condensed ~~business~~statements ~~combination~~of tooperations ~~the~~as ~~extent~~net ~~the~~income ~~Company~~or ~~seeks~~loss. ~~shareholder~~The ~~approval~~measure inof ~~connection~~segment ~~with~~assets ~~the~~is ~~initial~~reported ~~business~~on ~~combination. Holders of~~ the ~~Company’s~~condensed ~~ordinary~~balance ~~shares~~sheet ~~are entitled to one vote for each ordinary share (except~~ as ~~otherwise~~total ~~expressed in the Company’s amended and restated memorandum and articles of association)~~assets.

When ~~Warrants—As~~evaluating ~~of June 30, 2025, there were no public warrants or private placement warrants outstanding. There were 15,070,575 warrants issued in connection with~~ the ~~initial~~Company’s ~~public~~performance ~~offering (including 10,020,575 public warrants~~ and ~~5,050,000~~making ~~private~~key ~~placement~~decisions ~~warrants).~~regarding ~~Each~~resource ~~whole public warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share~~allocation, ~~subject to adjustment as discussed below, at any time commencing 30 days after~~ the ~~completion~~CODM ofreviews ~~the~~several ~~initial~~key ~~business~~metrics ~~combination.~~included ~~Pursuant~~in tonet ~~the~~income ~~warrant~~or ~~agreement,~~loss ~~a warrant holder may exercise its public warrants only for a whole number of Class A ordinary shares. No fractional public warrants will be issued upon separation of the units~~ and ~~only~~total ~~whole~~assets, ~~public~~which ~~warrants~~include ~~will trade. The public warrants will expire five years after~~ the ~~completion of the initial business combination, at 5~~following:~~00 p.m., New York City time, or earlier upon redemption or liquidation.~~

The Company will not be obligated to issue any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

		As of September 30, 2025
Marketable securities held in Trust Account		$	202,044,257

The Company is registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of the Company’s initial business combination, which may be within one year of the initial public offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of the initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the initial business combination, under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its initial business combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following its initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

	For the three months ended September 30, 2025		For The Period From May 1, 2025 (Inception) Through September 30, 2025
General and administrative expenses	$	195,104	$	297,104
Gain on marketable securities (net), dividends and interest, held in Trust Account	$	1,632,757	$	1,632,757

17General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an offering and eventually a business combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

~~Pyrophyte~~All ~~Acquisition~~other ~~Corp.~~segment IIitems included in net income or loss are reported on the statement of operations and described within their respective disclosures.

~~Notes~~NOTE to8—FAIR ~~Unaudited~~VALUE ~~Condensed Financial Statements~~MEASUREMENT

~~Once~~ The public warrants were valued using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The public warrants ~~become~~have ~~exercisable,~~been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the ~~Company~~quantitative ~~may~~information ~~call~~regarding market assumptions used in the ~~warrants~~valuation ~~for~~of ~~redemption~~the public warrants:

➤ in whole and not in part;

	July 18, 2025
Market price of public stock	$	9.81
Term (years)		6.50
Risk-free rate		3.77	%
Dividend yield		0.00	%
Volatility		9.11	%
Probability of merger		25.00	%

➤NOTE at9—SUBSEQUENT ~~a price of $0.01 per warrant;~~EVENTS

➤The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through November 12, 2025, the date that the unaudited condensed financial statements were available to be issued. Based upon athis ~~minimum~~review, ofthe 30Company ~~days’~~did ~~prior~~not ~~written~~identify ~~notice~~any ofsubsequent ~~redemption~~events (that would have required adjustment or disclosure in the ~~“30-day~~unaudited ~~redemption~~condensed ~~period”);~~financial ~~and~~statements.

➤ if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days before the Company sends the notice of redemption to the warrant holders19

IfItem ~~and~~2. ~~when~~Management’s ~~the~~Discussion ~~warrants~~and ~~become~~Analysis ~~redeemable~~of byFinancial Condition ~~the~~and ~~Company~~Results ~~for~~of ~~cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.~~Operations

~~Anti~~References in this Quarterly Report to “PAII,” “our,” “us,” “the Company” or “we” refer to Pyrophyte Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to Pyrophyte Acquisition II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-~~dilution~~looking ~~adjustments~~statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Cautionary IfNote ~~(x)~~Regarding ~~the Company issues additional Class A ordinary shares or equity~~Forward-~~linked~~Looking securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Statements

~~The~~This ~~private~~Quarterly ~~placement~~Report ~~warrants~~on ~~(including~~Form 10-Q includes forward-looking statements within the ~~Class~~meaning Aof ~~ordinary~~Section ~~shares~~27A ~~issuable~~of ~~upon~~the ~~exercise~~Securities Act of 1933, as amended, and Section 21E of the ~~private~~Securities ~~placement~~Exchange ~~warrants~~Act of 1934, as amended (the “Exchange Act”). ~~will~~We ~~not~~have bebased ~~transferable~~these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, ~~assignable~~uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or ~~salable~~achievements ~~until~~to 30be ~~days~~materially ~~after~~different ~~the~~from ~~completion~~any future results, levels of activity, ~~the~~performance ~~initial~~or ~~business~~achievements ~~combination~~expressed or implied by such forward-looking statements. ~~The~~In ~~private~~some ~~placement~~cases, ~~warrants~~you ~~have~~can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms ~~and~~or ~~provisions~~other ~~that~~similar expressions. Such statements include, but are ~~identical~~not limited to, ~~those~~possible ofbusiness combinations and the ~~public~~financing thereof, ~~warrants~~and ~~sold~~related matters, as ~~part~~well as all other statements other than statements of ~~the~~historical ~~units~~fact included in ~~the~~this ~~initial~~Form ~~public~~10-Q. ~~offering~~Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

The Company accounts for the 15,070,575 warrants issued in connection with the initial public offering (including 10,020,575 public warrants and 5,050,000 private placement warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. Overview

~~NOTE~~We 7are —a ~~SEGMENT~~blank ~~INFORMATION~~check company incorporated on May 1, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry and in any geographic region but expect to target companies that are in the energy sector that constitute critical links in the supply chain for, and/or service, the growing segments from the full spectrum of the energy ecosystem. Specifically, we seek to focus on differentiated targets that provide critical minerals and materials, equipment, and/or technologies that support the span of energy solutions from traditional to renewable energy.

~~ASC~~We ~~Topic 280,~~intend ~~“Segment~~to ~~Reporting,”~~effectuate ~~establishes~~our ~~standards~~initial ~~for~~business ~~companies~~combination tousing ~~report~~cash from inthe ~~their~~proceeds ~~unaudited~~of ~~condensed~~the ~~financial~~initial ~~statements~~public ~~information~~offering ~~about~~and ~~operating~~the ~~segments,~~private ~~products,~~placement ~~services,~~of ~~geographic~~the ~~areas~~private placement warrants, ~~and~~the ~~major~~proceeds ~~customers.~~of ~~Operating~~the ~~segments~~sale of ~~are~~our ~~defined~~shares asin ~~components~~connection ofwith anour ~~enterprise~~initial ~~for~~business ~~which~~combination ~~separate~~(pursuant ~~financial~~to ~~information~~forward ispurchase ~~available~~agreements ~~that~~or isbackstop ~~regularly~~agreements ~~evaluated~~we bymay enter into following the ~~Company’s~~consummation ~~chief~~of ~~operating~~the ~~officer~~initial ~~decision~~public ~~maker~~offering ~~(“CODM”~~or otherwise), shares issued to the owners of the target, debt issued to bank or ~~group~~other lenders or the owners of the target, inother ~~deciding~~securities ~~how~~issuances, toor ~~allocate~~a ~~resources~~combination ~~and~~of ~~assess~~the ~~performance~~foregoing or other sources.

18The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

~~Pyrophyte~~➤ ~~Acquisition~~may ~~Corp.~~significantly IIdilute the equity interest of investors in the initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

~~Notes~~➤ may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to ~~Unaudited~~those ~~Condensed~~afforded ~~Financial~~our ~~Statements~~Class A ordinary shares;

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. 20

~~The~~➤ ~~CODM~~could ~~assesses~~cause ~~performance~~a ~~for~~change ~~the~~in ~~single~~control ~~segment~~if ~~and~~a ~~decides~~substantial ~~how~~number toof ~~allocate~~our ~~resources~~Class ~~based~~A onordinary ~~net~~shares ~~income~~are orissued, ~~loss~~which ~~that~~may ~~also~~affect, isamong ~~reported~~other onthings, ~~the~~our ~~statement~~ability ofto ~~operations~~use asour net ~~income~~operating or loss. ~~The~~carry ~~measure~~forwards, ofif ~~segment~~any, ~~assets~~and iscould ~~reported~~result onin the ~~balance~~resignation ~~sheet~~or asremoval ~~total~~of ~~assets.~~our present officers and directors;

~~When~~➤ ~~evaluating~~may have the ~~Company’s~~effect ~~performance~~of ~~and~~delaying ~~making~~or ~~key~~preventing ~~decisions~~a ~~regarding~~change ~~resource~~of ~~allocation,~~control of us by diluting the ~~CODM~~share ~~reviews~~ownership ~~several~~or ~~key~~voting ~~metrics~~rights ~~included~~of ina ~~net~~person ~~income~~seeking orto ~~loss,~~obtain ~~which~~control ~~include~~of ~~the~~us; ~~following:~~and

		For The Period From May 1, 2025 (Inception) Through June 30, 2025
General and administrative expenses		$	102,000

➤

may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.

~~General~~Similarly, ~~and~~if ~~administrative~~we ~~costs~~issue ~~are~~debt ~~reviewed~~securities ~~and~~or ~~monitored~~otherwise byincur ~~the~~significant debt ~~CODM~~ to ~~manage~~bank ~~and~~or ~~forecast~~other ~~cash~~lenders toor ~~ensure~~the ~~enough~~owners ~~capital~~of ~~is available to complete an offering and eventually~~ a ~~business combination within the business combination period. The CODM also reviews general and administrative costs to manage~~target, ~~maintain~~it ~~and~~could ~~enforce~~result all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.in:

~~All~~➤ ~~other~~default ~~segment~~and ~~items~~foreclosure ~~included~~on inour ~~net~~assets ~~income~~if orour ~~loss~~operating ~~are~~revenues ~~reported~~after onan ~~the~~initial ~~statement~~business ofcombination ~~operations~~are ~~and~~insufficient ~~described~~to ~~within~~repay ~~their~~our ~~respective~~debt ~~disclosures.~~obligations;

~~NOTE~~➤ ~~8—SUBSEQUENT~~acceleration ~~EVENTS~~of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

~~The~~➤ ~~Company~~our ~~evaluated~~immediate ~~subsequent~~payment ~~events~~of ~~and~~all ~~transactions~~principal ~~that~~and ~~occurred~~accrued ~~after the balance sheet date through September 2~~interest, ~~2025,~~if ~~the date that the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify~~ any ~~subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements~~, ~~except~~if ~~for~~ the ~~transactions~~debt ~~and~~security ~~events~~is inpayable ~~connection with the Company’s consummation of its initial public offering~~ on ~~July 18, 2025, as discussed in Note 1, Note 3, Note 4, Note 5 and Note 6.~~demand;

19➤ our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

~~Item~~➤ 2.using ~~Management’s~~a ~~Discussion~~substantial portion of our cash flow to pay principal and ~~Analysis~~interest ofon ~~Financial~~our ~~Condition~~debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and ~~Results~~other ofgeneral ~~Operations~~corporate purposes;

~~References~~➤ inlimitations ~~this~~on ~~Quarterly Report to “PAII,” “~~our~~,” “us,”~~ ~~“the~~flexibility ~~Company”~~in orplanning ~~“we”~~for ~~refer to Pyrophyte Acquisition Corp. II. References to our “management” or our “management team” refer to our officers~~ and ~~directors,~~reacting ~~and references~~ to ~~the~~changes ~~“sponsor” refer to Pyrophyte Acquisition II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read~~ in ~~conjunction~~our ~~with~~business ~~the unaudited condensed financial statements~~ and ~~the notes thereto contained elsewhere~~ in ~~this Quarterly Report. Certain information contained in~~ the ~~discussion~~industry ~~and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated~~ in ~~these~~which ~~forward-looking~~we ~~statements as a result of many factors.~~operate;

~~Cautionary~~➤ ~~Note~~increased ~~Regarding~~vulnerability ~~Forward-Looking~~to ~~Statements~~adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

~~This~~➤ ~~Quarterly~~limitations ~~Report~~ on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our ~~current~~ability ~~expectations and projections about future events. These forward-looking statements are subject~~ to ~~known~~borrow ~~and~~additional ~~unknown~~amounts ~~risks,~~for ~~uncertainties and assumptions about us that may cause our actual results~~expenses, ~~levels~~capital ~~of activity~~expenditures, ~~performance or achievements to be materially different from any future results~~acquisitions, ~~levels~~debt ~~of activity,~~service ~~performance or achievements expressed or implied by such forward-looking statements. In some cases~~requirements, ~~you~~execution can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of ~~such~~ ~~terms~~our orstrategy ~~other similar expressions. Such statements include, but are not limited to, possible business combinations~~ and ~~the~~other ~~financing thereof,~~purposes and ~~related matters, as well as all~~ other ~~statements~~disadvantages ~~other~~compared ~~than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute~~ to ~~such a discrepancy include, but are not limited to, those described in~~ our ~~other~~competitors ~~Securities~~who ~~and~~have ~~Exchange Commission~~less ~~(“SEC”) filings~~debt.

~~Overview~~The registration statement for our initial public offering was declared effective on July 16, 2025. On July 18, 2025, we consummated the public offering of 20,041,150 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $200,411,500, and incurring transaction costs of approximately $12.8 million, consisting of $2.6 million of upfront underwriting fees, approximately $9.4 million of deferred underwriting fees and approximately $740,000 of other offering costs.

WeSimultaneously ~~are~~with athe ~~blank~~consummation ~~check~~of ~~company~~the ~~incorporated~~initial onpublic ~~May 1~~offering, ~~2025 as a~~ ~~Cayman~~we ~~Islands~~consummated ~~exempted company and formed for~~ the ~~purpose~~sale of ~~effecting a merger~~5, ~~amalgamation~~050,000 ~~share~~private ~~exchange,~~placement ~~asset~~warrants ~~acquisition,~~(the ~~share purchase,~~“Private ~~reorganization~~Placement orWarrants”) ~~similar~~at ~~business~~a ~~combination~~price ~~with~~of ~~one or more businesses, which we refer to as our initial business combination~~$1. We00 ~~have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions,~~per ~~directly~~Private orPlacement ~~indirectly,~~Warrant ~~with any business combination target. We may pursue an initial business combination~~ in ~~any~~a ~~business~~private orplacement ~~industry and in any geographic region but expect~~ to ~~target~~our ~~companies that are in the energy sector that constitute critical links in the supply chain for~~sponsor, ~~and/or~~generating ~~service,~~gross ~~the~~proceeds ~~growing segments from the full spectrum~~ of ~~the energy ecosystem. Specifically~~$5, ~~we seek to focus on differentiated targets that provide critical minerals and materials~~050,000 ~~equipment, and/or technologies that support~~ (the ~~span~~“Private ~~of energy solutions from traditional to renewable energy~~Placement”).

WeOn ~~intend~~July to24, ~~effectuate~~2025, ~~our initial business combination using cash from~~ the ~~proceeds~~underwriters of the initial public offering ~~and~~ (the ~~private placement of the private placement warrants, the proceeds of the sale~~ of“Underwriters”) ~~our~~partially ~~shares~~exercised intheir ~~connection~~over-allotment ~~with~~option ~~our initial business combination (pursuant~~ to ~~forward~~ purchase ~~agreements~~an oradditional ~~backstop~~2,541,150 ~~agreements~~units weat ~~may enter~~a ~~into~~purchase ~~following the consummation~~ price of ~~the~~$10.00 ~~initial~~per ~~public offering or otherwise)~~Unit, ~~shares~~generating ~~issued~~additional togross ~~the~~proceeds ~~owners~~ of ~~the target~~$25,411,500. ~~debt~~The ~~issued to~~Underwriters ~~bank~~forfeited ortheir ~~other~~option ~~lenders~~to orpurchase ~~the~~an ~~owners of the target~~additional 83,850 ~~other securities issuances, or a combination of the foregoing or other sources~~units.

2021

~~The~~Approximately ~~issuance~~$200,411,500 ($10.00 per Unit) of ~~additional~~the ~~shares~~net proceeds of the initial public offering (including approximately $9.4 million of the Underwriters’ deferred discount) and certain of the proceeds of the Private Placement were placed in ~~connection~~a trust account (the “Trust Account”) located in the United States with athe ~~business~~Continental Stock ~~combination~~Transfer & Trust Company, and invested only in U.S. “government securities,” within the meaning set forth in Section to2(a)(16) of the ~~owners~~Investment Company Act of 1940, as amended (the ~~target~~“Investment Company Act”), with a maturity of one hundred eighty-five (185) days or ~~other~~less, ~~investors~~or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated memorandum and articles of association.

➤Pursuant ~~may~~to ~~significantly~~the ~~dilute~~Company’s ~~the~~amended ~~equity~~and ~~interest~~restated memorandum and articles of ~~investors~~association, inif it has not completed its initial business combination within 24 months from the closing of the initial public offering, ~~which~~it ~~dilution~~will ~~would~~as ~~increase~~promptly ifas reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the ~~anti~~public shares, at a per-~~dilution~~share ~~provisions~~price, payable in cash, equal to the ~~Class~~aggregate Bamount ~~ordinary~~then ~~shares~~on ~~resulted~~deposit in the trust ~~issuance~~account, including interest earned on the funds held in the Trust Account (which interest shall be net of ~~Class~~amounts Anot ~~ordinary~~previously released to the Company for permitted withdrawals and up to $100,000 of interest to pay liquidation expenses), divided by the number of then issued and outstanding public shares, onwhich redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The sponsor, officers and directors have entered into a ~~greater~~letter ~~than~~agreement ~~one-~~with the Company, pursuant to~~-one~~ ~~basis~~which ~~upon~~they ~~conversion~~have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete its initial business combination within 24 months from the closing of the ~~Class~~initial Bpublic ~~ordinary~~offering. However, if the sponsor or management team acquire public shares; in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if the Company fails to complete its initial business combination within the prescribed time period.

➤Results ~~may subordinate the rights~~ of ~~holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;~~Operations

➤We ~~could~~have ~~cause~~neither aengaged ~~change~~ in ~~control~~any ifoperations anor ~~substantial~~generated ~~number~~any ofrevenues to ~~our~~date. ~~Class~~Our Aonly ~~ordinary~~activities ~~shares~~from ~~are~~May ~~issued~~1, ~~which~~2025 ~~may~~(inception) ~~affect~~through September 30, ~~among~~2025 ~~other~~were ~~things~~organizational activities, ~~our~~those ~~ability~~necessary to prepare ~~use~~for ~~our~~the ~~net~~initial ~~operating~~public ~~loss~~offering, ~~carry~~described ~~forwards~~below, ifand subsequent to the initial public offering, the Company’s search for a target business with which to complete an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination, ~~and~~at ~~could~~the ~~result~~earliest. Following the initial public offering, we will generate non-operating income in the ~~resignation~~form orof ~~removal~~interest income on marketable securities. We are incurring expenses as a result of ~~our~~being ~~present~~a ~~officers~~public company (for legal, financial reporting, accounting and ~~directors;~~auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

➤For ~~may~~the ~~have~~three ~~the~~months ~~effect~~ended ofSeptember ~~delaying~~30, or2025, ~~preventing~~we areported ~~change~~net income of ~~control~~$1,437,769 ofwhich usconsisted byof ~~diluting~~interest ~~the~~on ~~share~~cash ~~ownership~~held orin ~~voting~~Trust ~~rights~~Account of a$1,632,757, ~~person~~interest ~~seeking~~income toof ~~obtain~~$116, ~~control~~offset ofby ~~us;~~general and administrative expenses of $195,104.

➤For ~~may~~the ~~adversely~~period ~~affect~~from ~~prevailing~~May ~~market~~1, ~~prices~~2025 ~~for~~(inception) ~~our~~through ~~Class~~September A30, ~~ordinary~~2025, we ~~shares~~reported net income of $1,335,769 which consisted of interest on cash held in Trust Account of $1,632,757, interest income of $116, offset by general and~~/or~~ ~~warrants~~administrative expenses of $297,104.

~~Similarly,~~Liquidity ifand weCapital ~~issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:~~Resources

➤As ~~default~~of ~~and~~September ~~foreclosure~~30, on2025, ~~our~~the ~~assets~~Company ifhad ~~our~~a ~~operating~~cash ~~revenues~~balance ~~after~~of an$721,227. The consummation of the initial ~~business~~public ~~combination~~offering, the Company’s liquidity needs are ~~insufficient~~satisfied through using net proceeds from the initial public offering and sale of Private Placement Warrants for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to ~~repay~~and ~~our~~from ~~debt~~the ~~obligations;~~offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination.

➤ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;22

➤If ~~our~~the ~~immediate~~Company’s ~~payment~~estimates of ~~all~~the ~~principal~~costs of identifying a target business, undertaking in-depth due diligence and ~~accrued~~negotiating ~~interest~~an initial business combination are less than the actual amount necessary to do so, ifthe ~~any~~Company may have insufficient funds available to operate its business prior to an initial business combination. Moreover, the ifCompany may need to obtain additional financing either to complete an initial business combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an initial business combination, in which case the Company may issue additional securities or incur debt ~~security~~in isconnection ~~payable~~with onsuch ~~demand;~~initial business combination.

➤Contractual ~~our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;~~Obligations

➤Registration using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;Rights

➤The ~~limitations~~holders onof ~~our~~the ~~flexibility~~(i) founder shares, which were issued in ~~planning~~the ~~for~~Private Placement prior to the closing of the initial public offering, (ii) Private Placement Warrants and ~~reacting~~the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans will have registration rights to ~~changes~~require inthe ~~our~~Company ~~business~~to register a sale of any of the Company’s securities held by them and inany other securities of the ~~industry~~Company acquired by them prior to the consummation of the Company’s initial business combination pursuant to a registration rights agreement signed on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination. The Company will bear the expenses incurred in ~~which~~connection wewith ~~operate;~~the filing of any such registration statements.

➤Underwriting ~~increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and~~Agreement

➤On ~~limitations~~July on18, ~~our~~2025, ~~ability~~the toUnderwriters ~~borrow~~were ~~additional~~entitled ~~amounts for expenses~~to, ~~capital~~and ~~expenditures,~~the ~~acquisitions~~Company paid, ~~debt~~an ~~service~~underwriting ~~requirements,~~discount ~~execution~~ of ~~our~~$0.15 ~~strategy~~per ~~and~~Unit, ~~other~~or ~~purposes~~$2,625,000 ~~and~~in ~~other~~the ~~disadvantages~~aggregate, ~~compared~~upon toclosing ~~our~~of ~~competitors~~the ~~who~~initial ~~have~~public ~~less debt~~offering.

~~The~~In ~~registration~~addition, ~~statement~~$0.45 ~~for~~per ~~our initial public offering was declared effective on July 16~~Unit, ~~2025.~~or Onapproximately ~~July 18~~$9, ~~2025~~399,690 wein ~~consummated~~ the ~~public~~aggregate, will ~~offering~~be ofpayable ~~20,041,150~~to ~~units (~~the ~~“Units”),~~Underwriters atfor ~~$10~~deferred underwriting commissions.~~00 per~~ ~~Unit,~~The ~~generating~~deferred ~~gross~~fee ~~proceeds~~will ofbecome ~~$200,411,500,~~payable ~~and~~to ~~incurring~~the ~~transaction~~Underwriters ~~costs~~from the ofamounts ~~approximately~~held ~~$12.8~~in ~~million,~~the ~~consisting~~Trust ofAccount ~~$2.6 million~~solely ofin ~~upfront~~the ~~underwriting~~event ~~fees,~~that ~~approximately~~we ~~$9.4~~complete ~~million~~an ofinitial ~~deferred~~business ~~underwriting~~combination, ~~fees~~subject ~~and~~to ~~approximately~~the ~~$740,000~~terms of ~~other offering~~the ~~costs~~underwriting agreement.

21Administrative Services Agreement

~~Simultaneously~~Commencing ~~with~~on the date that our securities were first listed and continuing until the earlier of our consummation of ~~the~~an initial ~~public~~business ~~offering~~combination or our liquidation, we ~~consummated~~have ~~the~~agreed ~~sale~~to pay an affiliate of 5our sponsor a total of $35,~~050,~~000 ~~private~~per ~~placement~~month ~~warrants~~for ~~(the~~office ~~“Private~~space, ~~Placement~~utilities, ~~Warrants”)~~secretarial atsupport aand ~~price~~administrative ofsupport ~~$1.00~~made ~~per~~available to the ~~Private~~Company. ~~Placement~~Upon ~~Warrant~~completion inof aan ~~private~~initial ~~placement~~business tocombination ~~our~~or ~~sponsor~~the Company’s liquidation, ~~generating~~we ~~gross~~will ~~proceeds~~cease ofpaying these monthly fees. The Company paid $587,~~050,000~~500 (in administrative fees for the ~~“Private~~period ~~Placement”~~from May 1, 2025 (inception) through September 30, 2025.

OnCritical ~~July~~Accounting ~~24,~~Policies ~~2025,~~and the underwriters of the initial public offering (the “Underwriters”) partially exercised their over-allotment option to purchase an additional 2,541,150 units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $25,411,500. The Underwriters forfeited their option to purchase an additional 83,850 units.Estimates

~~Approximately~~We ~~$200,411,500~~describe ~~($10.00~~our ~~per~~significant ~~Unit)~~accounting ofpolicies ~~the~~in ~~net~~Note ~~proceeds~~2 of- Summary ~~the~~of ~~initial~~Significant ~~public~~Accounting ~~offering~~Policies, ~~(including~~of ~~approximately~~the ~~$9.4~~Notes ~~million~~to ofFinancial ~~the~~Statements ~~Underwriters’~~included ~~deferred~~in ~~discount)~~this ~~and~~Form ~~certain~~10-Q. ofOur ~~the~~unaudited ~~proceeds~~condensed financial ofstatements ~~the~~have ~~Private~~been ~~Placement~~prepared ~~were placed~~ in aaccordance ~~trust~~with ~~account~~accounting ~~(the~~principles ~~“Trust~~generally ~~Account”)~~accepted ~~located~~ in the United States ~~with~~of ~~the~~America. ~~Continental~~Certain of ~~Stock~~our ~~Transfer~~accounting &policies ~~Trust~~require ~~Company,~~that ~~and~~the ~~invested~~Company’s ~~only~~management inapply ~~U.S.~~significant ~~“government~~judgments ~~securities,”~~in ~~within~~defining the ~~meaning~~appropriate ~~set~~assumptions integral ~~forth~~to infinancial ~~Section 2(a)(16)~~estimates ofincluding ~~the~~stock-based ~~Investment~~compensation. ~~Company~~On ~~Act~~an ofongoing ~~1940~~basis, ~~as amended (~~the ~~“Investment~~ Company’s ~~Act”),~~management ~~with~~reviews athe ~~maturity of one hundred~~accounting ~~eighty-five~~policies, ~~(185) days or less~~assumptions, orestimates inand ~~money~~judgments ~~market~~to ~~funds~~ensure ~~meeting~~that ~~the~~our ~~conditions~~financial ofstatements ~~paragraphs~~are ~~(d)(1),~~presented ~~(d)(2),~~fairly ~~(d)(3)~~ and ~~(d)(4)~~in ofaccordance ~~Rule~~with GAAP. ~~2a-7~~Judgments ~~under~~are ~~the~~based ~~Investment~~on ~~Company~~historical ~~Act~~experience, ~~which~~terms ~~invest~~of ~~only~~existing incontracts, ~~direct~~industry ~~U.S.~~trends ~~government~~and ~~treasury~~information ~~obligations,~~available asfrom ~~determined~~outside ~~by the Company~~sources, ~~until~~as ~~the~~appropriate. ~~earlier~~However, ~~of:~~by ~~(i)~~their ~~the~~nature, ~~completion~~judgments ofare ~~our~~subject ~~initial~~to ~~business~~an ~~combination~~inherent ~~and~~degree ~~(ii) the distribution~~ of ~~the~~uncertainty, ~~Trust~~and, ~~Account~~therefore, asactual ~~otherwise~~results could ~~permitted~~differ ~~under~~from our ~~amended and restated memorandum and articles of association~~estimates.

Pursuant to the Company’s amended and restated memorandum and articles of association, if it has not completed its initial business combination within 24 months from the closing of the initial public offering, it will as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the Trust Account (which interest shall be net of amounts not previously released to the Company for permitted withdrawals and up to $100,000 of interest to pay liquidation expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete its initial business combination within 24 months from the closing of the initial public offering. However, if the sponsor or management team acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if the Company fails to complete its initial business combination within the prescribed time period.23

~~Results~~Off-Balance ofSheet ~~Operations~~Arrangements

WeAs ~~have~~of ~~neither~~the ~~engaged in any operations nor generated any revenues to~~ date. ~~Our~~of ~~only~~this ~~activities~~Quarterly ~~from May 1~~Report, ~~2025~~we ~~(inception)~~did through June 30, 2025 were organizational activities, those necessary to prepare for the initial public offering, described below, and subsequent to the initial public offering, the Company’s search for a target business with which to complete an initial business combination. We do not ~~expect~~have ~~to generate~~ any ~~operating revenues until after the completion of our initial business combination, at the earliest. Following the initial public offering, we will generate non~~off-~~operating income in~~balance ~~the~~sheet ~~form~~arrangements ~~of interest income on marketable securities. We are incurring expenses~~ as adefined ~~result~~in ofItem ~~being~~ 303(a ~~public company~~ )(~~for legal, financial reporting, accounting and auditing compliance~~4),(ii) asof ~~well~~Regulation ~~as for due diligence expenses in connection with completing an initial business combination~~S-K.

~~For~~JOBS ~~the period from May 1, 2025 (inception) through June 30, 2025, we had $102,000 in general and administrative expenses.~~Act

22On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~Liquidity~~As an “emerging growth company,” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and ~~Capital~~the ~~Resources~~financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five (5) years following the completion of our Public Offering or until we otherwise no longer qualify as an “emerging growth company.”

AsItem ~~of June 30, 2025, the Company had a cash balance of $0~~3. ~~However, following~~Quantitative ~~the consummation of the initial public offering, the Company’s liquidity needs are satisfied through using net proceeds from the initial public offering~~ and ~~sale~~Qualitative ofDisclosures ~~Private~~About ~~Placement~~Market Warrants for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination.Risk

IfWe ~~the~~are ~~Company’s~~a ~~estimates~~smaller ofreporting ~~the~~company ~~costs~~as ofdefined ~~identifying~~in aRule ~~target business, undertaking in~~12b-~~depth~~2 ~~due~~under ~~diligence and negotiating an initial business combination are less than~~ the Exchange ~~actual~~Act. ~~amount~~As ~~necessary to~~a ~~do so~~result, ~~the~~pursuant ~~Company may have insufficient funds available~~ to ~~operate~~Item ~~its~~305(e) ~~business~~of ~~prior~~Regulation ~~to an initial business combination. Moreover~~S-K, ~~the~~ ~~Company~~we ~~may~~are ~~need~~not torequired ~~obtain additional financing either~~ to ~~complete~~provide ~~an initial business combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an initial business combination, in which case~~ the ~~Company~~information ~~may issue~~required ~~additional~~by ~~securities or incur debt in connection with such initial business combination~~this item.

~~Contractual~~Item ~~Obligations~~4. Controls and Procedures

~~Registration~~Evaluation ~~Rights~~of Disclosure Controls and Procedures

~~The~~Disclosure ~~holders~~controls ofand ~~the~~procedures ~~(i)~~are ~~founder~~controls ~~shares, which were issued in the Private Placement prior to the closing of the initial public offering, (ii) Private Placement Warrants~~ and ~~the~~other ~~Class A ordinary shares underlying~~procedures ~~such~~that ~~Private~~are ~~Placement~~designed ~~Warrants~~to ~~and~~ensure ~~(iii) Private Placement Warrants~~ that ~~may~~information berequired ~~issued upon conversion of working capital loans will have registration rights~~ to ~~require~~be ~~the~~disclosed ~~Company~~in toour ~~register~~reports afiled ~~sale~~or ofsubmitted ~~any~~under of the ~~Company’s~~Exchange ~~securities~~Act ~~held~~is byrecorded, processed, ~~them~~summarized and ~~any~~reported ~~other securities~~within of the ~~Company~~time ~~acquired~~periods byspecified ~~them~~in ~~prior to~~ the ~~consummation of the Company~~SEC’s ~~initial~~rules ~~business~~and ~~combination pursuant to a registration rights agreement signed on the effective date of the initial public offering~~forms. ~~The~~Disclosure ~~holders~~controls ofand ~~these securities are entitled~~procedures ~~to make up to three demands~~include, ~~excluding~~without ~~short form demands~~limitation, ~~that~~controls ~~the~~and ~~Company~~procedures ~~registers~~designed ~~such~~to ~~securities.~~ensure Inthat ~~addition,~~information ~~the~~required ~~holders~~to ~~have~~be ~~certain “piggyback”~~disclosed ~~registration~~in ~~rights~~company ~~with~~reports ~~respect to registration statements~~ filed or ~~subsequent~~submitted tounder the ~~Company’s~~Exchange ~~completion of~~Act ~~the~~is ~~Company’s~~accumulated ~~initial~~and ~~business~~communicated ~~combination.~~to ~~The~~management, ~~Company~~including ~~will~~our ~~bear~~Chief ~~the~~Executive ~~expenses~~Officer ~~incurred~~and inChief ~~connection~~Financial Officer, ~~with~~to ~~the~~allow ~~filing~~timely ofdecisions ~~any such~~regarding ~~registration~~required ~~statements~~disclosure.

~~Underwriting~~Under ~~Agreement~~the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended September 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.

OnChanges ~~July 18, 2025, the Underwriters were entitled to, and the Company paid, an underwriting discount of $0.15 per Unit, or $2,625,000~~ in ~~the~~Internal ~~aggregate,~~Control ~~upon~~over ~~closing~~Financial ~~of the initial public offering.~~Reporting

InThere ~~addition,~~was ~~$0.45~~no ~~per~~change ~~Unit,~~in orour ~~approximately~~internal ~~$9,399,690~~control inover ~~the~~financial ~~aggregate,~~reporting ~~will~~(as bedefined ~~payable~~in toRules ~~the~~13a-15(f) ~~Underwriters~~and ~~for~~15(d)-15(f) ~~deferred~~under ~~underwriting~~the ~~commissions.~~Exchange ~~The~~Act) ~~deferred~~that ~~fee~~occurred ~~will~~during ~~become payable to~~ the ~~Underwriters~~fiscal ~~from the~~quarter ~~amounts~~ended ~~held~~September in30, ~~the~~2025 covered ~~Trust~~by ~~Account~~this ~~solely~~Quarterly inReport ~~the event~~ that wehas ~~complete~~materially anaffected, ~~initial~~or ~~business~~is ~~combination,~~reasonably ~~subject~~likely to ~~the~~materially ~~terms~~affect, ofour ~~the~~internal control over ~~underwriting~~financial ~~agreement~~reporting.

~~Administrative Services Agreement~~24

~~Commencing~~PART onII ~~the~~– ~~date~~OTHER that our securities were first listed and continuing until the earlier of our consummation of an initial business combination or our liquidation, we have agreed to pay an affiliate of our sponsor a total of $35,000 per month for office space, utilities, secretarial support and administrative support made available to the Company. Upon completion of an initial business combination or the Company’s liquidation, we will cease paying these monthly fees. No fees were accrued for the period from May 1, 2025 (inception) through June 30, 2025.INFORMATION

~~Critical~~Item ~~Accounting~~1. ~~Policies~~Legal ~~and Estimates~~Proceedings

~~We describe our significant accounting policies in Note 2 - Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this Form 10-Q~~None. Our unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain of our accounting policies require that the Company’s management apply significant judgments in defining the appropriate assumptions integral to financial estimates including stock-based compensation. On an ongoing basis, the Company’s management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

23Item 1A. Risk Factors

~~Off~~In addition to the other information set forth in this Quarterly Report on Form 10-~~Balance~~Q, ~~Sheet~~you ~~Arrangements~~should carefully consider the risks discussed in Part I, Item 1A. “Risk Factors” in our final prospectus filed with the SEC on July 17, 2025 (“Final Prospectus”). Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in the risk factors discussed in the Final Prospectus.

AsItem of2. ~~the~~Unregistered ~~date~~Sales of ~~this~~Equity ~~Quarterly~~Securities ~~Report,~~and weUse ~~did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii)~~ of ~~Regulation S-K.~~Proceeds

~~JOBS~~The ~~Act~~registration statement for the Company’s Initial Public Offering was declared effective on July 16, 2025. On July 18, 2025, we consummated the Initial Public Offering of 20,041,150 Units, including 2,541,150 Units issued pursuant to the exercise of the Underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $200,411,500.

OnSimultaneously ~~April~~with ~~5, 2012,~~ the ~~Jumpstart~~closing ~~Our Business Startups Act~~ of ~~2012 (~~the Initial ~~“JOBS~~Public ~~Act”)~~Offering, ~~was~~the ~~signed~~Company ~~into~~consummated ~~law.~~the ~~The~~sale ~~JOBS~~of ~~Act contains provisions that~~5, ~~among other things~~050,000 ~~relax~~Private ~~certain~~Placement ~~reporting~~Warrants ~~requirements for~~at ~~qualifying~~a ~~public~~price ~~companies~~of $1.00 Weper ~~qualify~~warrant asgenerating angross proceeds ~~“emerging~~of ~~growth~~$5,050,000. ~~company”~~Of ~~under~~ the ~~JOBS~~5,050,000 ~~Act~~Private ~~and~~Placement ~~are~~Warrants, ~~allowed to comply with new or revised accounting pronouncements based on~~ the ~~effective~~Underwriters ~~date~~purchased ~~for~~an ~~private~~aggregate ~~(not~~of ~~publicly~~1,500,000 ~~traded)~~Private ~~companies.~~Placement Warrants Weand ~~elected to delay~~ the ~~adoption~~Sponsor ofpurchased ~~new or revised accounting standards~~3, ~~and as a result~~500,000 wePrivate ~~may~~Placement ~~not~~Warrants. ~~comply~~Each ~~with~~whole ~~new~~Private orPlacement ~~revised~~Warrant ~~accounting~~is ~~standards~~exercisable onto ~~the~~purchase ~~relevant~~one ~~dates~~Class onA ~~which~~ordinary ~~adoption~~share ofat ~~such~~a ~~standards~~price isof ~~required~~$11.50 ~~for~~per ~~non-emerging growth companies~~share. AsThe aissuance ~~result,~~was ~~our~~made ~~unaudited~~pursuant ~~condensed financial statements may not be comparable~~ to ~~companies~~the ~~that~~exemption ~~comply~~from ~~with~~registration ~~new~~contained in orSection ~~revised~~4(a)(2) ~~accounting pronouncements as~~ of ~~public~~the ~~company effective~~Securities ~~dates~~Act.

AsThe anPrivate ~~“emerging~~Placement ~~growth~~Warrants ~~company,” we~~ are ~~not~~identical ~~required~~ to, ~~among~~the ~~other~~warrants ~~things,~~underlying ~~(i)~~the ~~provide~~Units ansold ~~auditor’s~~in ~~attestation~~the ~~report~~Initial onPublic ~~our~~Offering, ~~system~~except ofthat ~~internal~~the ~~controls~~Private ~~over~~Placement ~~financial~~Warrants ~~reporting,~~ (iii) ~~provide~~ ~~all~~are ofnot ~~the~~redeemable by ~~compensation disclosure that may be required of non-emerging growth public companies~~us, (~~iii~~ii) ~~comply~~are ~~with~~not ~~any~~transferable, ~~requirement that~~assignable ~~may~~or besalable ~~adopted~~until byafter the ~~Public~~completion ~~Company~~of ~~Accounting~~a ~~Oversight~~Business ~~Board~~Combination, ~~regarding~~subject ~~mandatory audit firm rotation or a supplement~~ to ~~the~~certain ~~auditor’s~~limited ~~report~~exceptions, ~~providing~~(iii) ~~additional~~may ~~information~~be ~~about~~exercised ~~the~~on ~~audit~~a ~~and~~cashless ~~the~~basis, ~~financial~~(iv) ~~statements~~are ~~(auditor~~entitled ~~discussion~~to ~~and~~registration ~~analysis),~~rights and (ivv) ~~disclose comparisons~~with ofrespect ~~the CEO’s compensation~~ to ~~median~~Private ~~employee~~Placement Warrants ~~compensation.~~held ~~These~~by ~~exemptions~~the Underwriters, will ~~apply~~not ~~for~~be aexercisable ~~period~~more ofthan five ~~(5)~~ years ~~following~~ from the ~~completion~~commencement of ~~our~~sales ~~Public~~in ~~Offering~~accordance orwith ~~until~~FINRA Rule ~~we otherwise no longer qualify as an “emerging growth company~~5110(g)(8).”

~~Item~~Following the 3closing of the Initial Public Offering on July 24, 2025, an amount of $200,411,500 ($10.00 per ~~Quantitative~~Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and ~~Qualitative~~the ~~Disclosures~~sale ~~About~~of ~~Market~~the ~~Risk~~Private Placement Warrants was placed in the Trust Account.

We ~~are~~paid a ~~smaller~~total ~~reporting~~of ~~company~~$12,767,651in asunderwriting discounts ~~defined~~and incommissions ~~Rule~~and ~~12b-2~~incurred ~~under~~approximately ~~the Exchange~~$742,961 ~~Act.~~for Asother acosts ~~result,~~and ~~pursuant~~expenses related to ~~Item~~the ~~305(e)~~Initial ofPublic ~~Regulation~~Offering. ~~S-K~~In addition, wethe ~~are~~Underwriters ~~not~~agreed ~~required~~ to ~~provide~~defer ~~the~~$9,399,690 ~~information~~in ~~required~~underwriting bydiscounts ~~this item~~and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 4.2 ~~Controls~~of ~~and~~this ~~Procedures~~Quarterly Report.

~~Evaluation~~Item of3. ~~Disclosure~~Defaults ~~Controls~~Upon ~~and~~Senior ~~Procedures~~Securities

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsNone. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Under~~Item the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act4. ~~Based~~Mine onSafety this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.Disclosures

~~Changes~~Not ~~in Internal Control over Financial Reporting~~applicable.

~~There~~Item ~~was~~5. noOther change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2025 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Information

24 None.

~~PART II – OTHER INFORMATION~~25

~~Item~~ITEM 16. ~~Legal Proceedings~~EXHIBITS

~~None~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 16, 2025, by and between the Company and the Representative (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
3.1		Amended and Restated Memorandum of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
4.1		Warrant Agreement, dated July 16, 2025, by and between the Company and Continental, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.1		Letter Agreement, dated July 16, 2025, by and among the Company, its executive officers, its directors, its advisors and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.2		Investment Management Trust Agreement, dated July 16, 2025, by and between the Company and Continental, as trustee (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.3		Registration Rights Agreement, dated July 16, 2025, by and among the Company, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.4		Private Placement Warrants Purchase Agreement, dated July 16, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.5		Administrative Services and Indemnification Agreement, dated July 16, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

In* ~~addition~~Filed ~~to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks discussed in Part I, Item 1A~~herewith. “Risk Factors” in our final prospectus filed with the SEC on July 17, 2025 (“Final Prospectus”). Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in the risk factors discussed in the Final Prospectus.

~~Item~~** 2Furnished. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~All recent unregistered sales of securities have been previously reported.~~26

~~Item 3. Defaults Upon Senior Securities~~SIGNATURES

~~None~~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, thereunto duly authorized.

Item 4. Mine Safety Disclosures

	Pyrophyte Acquisition Corp. II

Date: November 14, 2025	By:	/s/ Bernard Duroc-Danner
		Name:	Bernard Duroc-Danner
		Title:	Chief Executive Officer

Not applicable.

	Pyrophyte Acquisition Corp. II

Date: November 14, 2025	By:	/s/ Sten Gustafson
		Name:	Sten Gustafson
		Title:	Chief Financial Officer

~~Item 5. Other Information~~27

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 16, 2025, by and between the Company and the Representative (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
3.1		Amended and Restated Memorandum of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
4.1		Warrant Agreement, dated July 16, 2025, by and between the Company and Continental, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.1		Letter Agreement, dated July 16, 2025, by and among the Company, its executive officers, its directors, its advisors and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.2		Investment Management Trust Agreement, dated July 16, 2025, by and between the Company and Continental, as trustee (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.3		Registration Rights Agreement, dated July 16, 2025, by and among the Company, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.4		Private Placement Warrants Purchase Agreement, dated July 16, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
10.5		Administrative Services and Indemnification Agreement, dated July 16, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (File No. 001-42752), filed with the SEC on July 21, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished.

SIGNATURES

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, thereunto duly authorized.

	Pyrophyte Acquisition Corp. II
Date: September 2, 2025	By:	/s/ Bernard Duroc-Danner
		Name:	Bernard Duroc-Danner
		Title:	Chief Executive Officer

	Pyrophyte Acquisition Corp. II
Date: September 2, 2025	By:	/s/ Sten Gustafson
		Name:	Sten Gustafson
		Title:	Chief Financial Officer

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