Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Pyrophyte Acquisition Corp. II (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G7309T102 (CUSIP Number) |
07/16/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G7309T102 |
| 1 | Names of Reporting Persons
Pyrophyte Acquisition II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,135,721.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The securities are held directly by Pyrophyte Acquisition II LLC (the "Sponsor"). The Sponsor is controlled by its managing members Sten Gustafson and Bernard Duroc-Danner (together, the "Managing Members"). The Managing Members have the sole voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Gustafson and Duroc-Danner may be deemed to have beneficial ownership of securities reported herein. (2) The Sponsor owns 7,135,721 Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares") of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares par value $0.0001 per share (the "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. (3) Excludes 5,050,000 Class A Ordinary Shares issuable upon the exercise of 5,050,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement. (4) Based on 20,041,150 Class A Ordinary Shares and 7,225,721 Class B Ordinary Shares outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q (the "Form 10-Q"), filed with the U.S. Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13G
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| CUSIP No. | G7309T102 |
| 1 | Names of Reporting Persons
Sten Gustafson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,135,721.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The securities are held directly by Pyrophyte Acquisition II LLC (the "Sponsor"). The Sponsor is controlled by its managing members Sten Gustafson and Bernard Duroc-Danner (together, the "Managing Members"). The Managing Members have the sole voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Gustafson and Duroc-Danner may be deemed to have beneficial ownership of securities reported herein. (2) The Sponsor owns 7,135,721 Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares") of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares par value $0.0001 per share (the "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. (3) Excludes 5,050,000 Class A Ordinary Shares issuable upon the exercise of 5,050,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement. (4) Based on 20,041,150 Class A Ordinary Shares and 7,225,721 Class B Ordinary Shares outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q (the "Form 10-Q"), filed with the U.S. Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13G
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| CUSIP No. | G7309T102 |
| 1 | Names of Reporting Persons
Bernard Duroc-Danner | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,135,721.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The securities are held directly by Pyrophyte Acquisition II LLC (the "Sponsor"). The Sponsor is controlled by its managing members Sten Gustafson and Bernard Duroc-Danner (together, the "Managing Members"). The Managing Members have the sole voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Gustafson and Duroc-Danner may be deemed to have beneficial ownership of securities reported herein. (2) The Sponsor owns 7,135,721 Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares") of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares par value $0.0001 per share (the "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. (3) Excludes 5,050,000 Class A Ordinary Shares issuable upon the exercise of 5,050,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement. (4) Based on 20,041,150 Class A Ordinary Shares and 7,225,721 Class B Ordinary Shares outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q (the "Form 10-Q"), filed with the U.S. Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Pyrophyte Acquisition Corp. II | |
| (b) | Address of issuer's principal executive offices:
3262 Westheimer Road, Suite 706, Houston, Texas 77098 | |
| Item 2. | ||
| (a) | Name of person filing:
1. Pyrophyte Acquisition II LLC 2. Sten Gustafson 3. Bernard Duroc-Danner | |
| (b) | Address or principal business office or, if none, residence:
3262 Westheimer Road, Suite 706, Houston, Texas 77098 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G7309T102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page. | |
| (b) | Percent of class:
See response to Item 11 on the cover page. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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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. |