NYSE: PAII

On July 18, 2025, simultaneously
with the closing of our IPO, we consummated the sale of 5,050,000 warrants (the “Private Placement Warrants”) at a price of
$1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, Pyrophyte Acquisition II LLC, a Delaware limited
liability company (the “Sponsor”), generating gross proceeds of $5,050,000.

Prior to the consummation
of the IPO, on May 5, 2025, our Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, to cover certain expenses
on our behalf in exchange for issuance of 7,255,952 Class B ordinary shares (the “Founder Shares”). In June 2025, our Sponsor
transferred 30,000 Founder Shares to each of our independent directors (for an aggregate of 90,000 Founder Shares) at the same per-share
price at which our Sponsor purchased such shares, or approximately $0.003 per share. The number of Founder Shares issued was determined
based on the expectation that such Founder Shares would represent 26.5% of the outstanding shares after the IPO.

Following the closing of the
IPO and the Over-Allotment Option, on July 24, 2025, an amount of $200,411,500 ($10.00 per Unit) from the net proceeds of the sale of
the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account (the “Trust
Account”) and will be held as cash or invested 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company
to pay its taxes, if any, 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 of (i) the completion of the Company’s initial Business Combination or an earlier redemption
in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable
to facilitate the completion of the initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company
is unable to complete the initial Business Combination the Completion Window, subject to applicable law, or (iii) the redemption of the
Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated
memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in
connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated
an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of
the Company’s creditors, if any, which could have priority over the claims of the Company’s Public Shareholders. To mitigate
the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer
that the Company holds investments in the Trust Account, the Company may, at any time in its own discretion, instruct the trustee to liquidate
the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing bank demand deposit
account.

1

Effecting Our Initial Business Combination

General

We are not presently engaged
in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial Business Combination
using cash from the proceeds of the Initial Public Offering and the private placement of the Private Placement Warrants, the proceeds
of the sale of our shares in connection with our initial Business Combination (including pursuant to forward purchase agreements or backstop
agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the
target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.
We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early stages
of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial Business Combination
is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration
in connection with our initial Business Combination or used for redemptions of our Class A Ordinary Shares, we may use the balance of
the cash released to us from the Trust Account following the closing for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial
Business Combination, to fund the purchase of other companies, or for working capital.

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 focus on targets in the energy sector. Accordingly, there is no current basis for investors to evaluate the possible merits
or risks of the target business with which we may ultimately complete our initial Business Combination. Although our management will assess
the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in
our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning
that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial Business Combination and
we may effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust
Account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds
of the Initial Public Offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price
exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by holders of Public Units (“Public
Shareholders”), we may be required to seek additional financing to complete such proposed initial Business Combination. Subject
to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our
initial Business Combination. In the case of an initial Business Combination funded with assets other than the Trust Account assets, our
proxy materials or tender offer documents disclosing the initial Business Combination would disclose the terms of the financing and, only
if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through
the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business
Combination, including pursuant to forward purchase agreements or backstop agreements we may enter into. At this time, we are not a party
to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or
otherwise. None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after
our initial Business Combination. For more information also see “