Pyrophyte Acquisition Corp. II

07/25/2025 | Press release | Distributed by Public on 07/25/2025 16:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Pyrophyte Acquisition II LLC
2. Issuer Name and Ticker or Trading Symbol
Pyrophyte Acquisition Corp. II [PAII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PYROPHYTE ACQUISITION CORP. II, 3262 WESTHEIMER ROAD, SUITE 706
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025
(Street)
HOUSTON, TX 77098
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares(1) (1) 07/24/2025 J(2) 30,231 (1) (1) Class A Ordinary Shares(1) 30,231 $ 0 (1) 7,135,721(1) D(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pyrophyte Acquisition II LLC
C/O PYROPHYTE ACQUISITION CORP. II
3262 WESTHEIMER ROAD, SUITE 706
HOUSTON, TX 77098
X X
Gustafson Sten L.
C/O PYROPHYTE ACQUISITION CORP. II
3262 WESTHEIMER ROAD, SUITE 706
HOUSTON, TX 77098
X Chief Financial Officer
DUROC-DANNER BERNARD J
C/O PYROPHYTE ACQUISITION CORP. II
3262 WESTHEIMER ROAD, SUITE 706
HOUSTON, TX 77098
X Chief Executive Officer

Signatures

/s/ Jordan Leon, Attorney-in-Fact for Pyrophyte Acquisition II LLC 07/25/2025
**Signature of Reporting Person Date
/s/ Jordan Leon, Attorney-in-Fact for Sten Gustafson 07/25/2025
**Signature of Reporting Person Date
/s/ Jordan Leon, Attorney-in-Fact for Bernard Duroc-Danner 07/25/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-288391) (the "Registration Statement") and have no expiration date.
(2) On July 24, 2025, Pyrophyte Acquisition II LLC forfeited at no cost 30,231 Class B Ordinary Shares of the Issuer in connection with the closing of the Issuer's initial public offering and the election by the underwriters of the Issuer's initial public offering of units to partially exercise an option granted to them to cover over-allotments.
(3) Pyrophyte Acquisition II LLC is the record holder of the securities reported herein. Sten Gustafson and Bernard-Duroc Danner are the managing members of Pyrophyte Acquisition II LLC. Each of Messrs. Gustafson and Duroc-Danner has voting and investment discretion with respect to the securities held of record by Pyrophyte Acquisition II LLC.

Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Pyrophyte Acquisition Corp. II published this content on July 25, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on July 25, 2025 at 22:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]