Pyrophyte Acquisition Corp. II Sample Contracts
WARRANT AGREEMENTWarrant Agreement • June 27th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2025 between Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 8th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2025 • Pyrophyte Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2025, is made and entered into by and among Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Pyrophyte Acquisition II LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Pyrophyte Acquisition II LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 8th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [Ÿ], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Pyrophyte Acquisition II LLC, a Delaware limited liability company (the “Purchaser”).
Pyrophyte Acquisition Corp. II Houston, Texas 77098 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 8th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustments as described in the Prospectus (as defined be
PYROPHYTE ACQUISITION CORP. IISecurities Subscription Agreement • June 27th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks • New York
Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Pyrophyte Acquisition II LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,255,952 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 946,428 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Pyrophyte Acquisition Corp. II 17,500,000 Units Underwriting AgreementUnderwriting Agreement • July 8th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks
Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 17,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,625,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”). If no other Underwriters are listed in Schedule I hereto, each of the terms Representative and Underwriters used herein shall mean either the singular or plural as the context requires.
PYROPHYTE ACQUISITION CORP. IIAdministrative Services and Indemnification Agreement • July 21st, 2025 • Pyrophyte Acquisition Corp. II • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Pyrophyte Acquisition Corp. II (the “Company”) and Pyrophyte Acquisition II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Pyrophyte Acquisition Corp. II Houston, Texas 77098 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 21st, 2025 • Pyrophyte Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustments as described in the Prospectus (as defined be
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 21st, 2025 • Pyrophyte Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 16, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Pyrophyte Acquisition II LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • July 8th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [Ÿ], 2025, by and between Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and ____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 21st, 2025 • Pyrophyte Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of July 16, 2025 between Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Pyrophyte Acquisition Corp. II 17,500,000 Units Underwriting AgreementUnderwriting Agreement • July 21st, 2025 • Pyrophyte Acquisition Corp. II • Blank checks
Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 17,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,625,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”). If no other Underwriters are listed in Schedule I hereto, each of the terms Representative and Underwriters used herein shall mean either the singular or plural as the context requires.
PYROPHYTE ACQUISITION CORP. IIAdministrative Services and Indemnification Agreement • July 8th, 2025 • Pyrophyte Acquisition Corp. II • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Pyrophyte Acquisition Corp. II (the “Company”) and Pyrophyte Acquisition II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 21st, 2025 • Pyrophyte Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 16, 2025 by and between Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a Delaware corporation (the “Trustee”).