07/25/2025 | Press release | Distributed by Public on 07/25/2025 16:00
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
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) |
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 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 |
/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 |
* | 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. |