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Pyrophyte Acquisition Corp. II (PAII) sponsor discloses 26.2% stake via Class B shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Pyrophyte Acquisition Corp. II received a Schedule 13G reporting that its sponsor, Pyrophyte Acquisition II LLC, together with managing members Sten Gustafson and Bernard Duroc‑Danner, beneficially owns 7,135,721 Class B ordinary shares. These Class B shares are convertible into Class A ordinary shares and represent 26.2% of the company’s ordinary share classes.

The filing states that the sponsor directly holds the securities, while the two managing members control sole voting and dispositive power through the sponsor and may be deemed beneficial owners. The disclosure also notes 5,050,000 private placement warrants that could become exercisable for an equal number of Class A shares, which are excluded from the reported ownership.

Positive

  • None.

Negative

  • None.





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




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




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




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



Pyrophyte Acquisition II LLC
Signature:/s/ Sten Gustafson
Name/Title:Sten Gustafson/Managing Member
Date:02/06/2026
Sten Gustafson
Signature:/s/ Sten Gustafson
Name/Title:Sten Gustafson
Date:02/06/2026
Bernard Duroc-Danner
Signature:/s/ Bernard Duroc-Danner
Name/Title:Bernard Duroc-Danner
Date:02/06/2026
Exhibit Information

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.

FAQ

What ownership stake in PAII does Pyrophyte Acquisition II LLC report?

Pyrophyte Acquisition II LLC reports beneficial ownership of 7,135,721 Class B ordinary shares of PAII, representing 26.2% of the company’s ordinary share classes. This stake is calculated using outstanding share counts disclosed in Pyrophyte Acquisition Corp. II’s Form 10-Q as of November 14, 2025.

How are the PAII shares controlled by Sten Gustafson and Bernard Duroc-Danner?

The 7,135,721 Class B ordinary shares are held directly by the sponsor, Pyrophyte Acquisition II LLC. Sten Gustafson and Bernard Duroc‑Danner are its managing members and have sole voting and dispositive power over these securities, so they may be deemed beneficial owners of the reported shares.

What type of PAII securities are reported in this Schedule 13G filing?

The filing covers Class B ordinary shares, par value $0.0001 per share, of Pyrophyte Acquisition Corp. II. These Class B shares are convertible into Class A ordinary shares as described in the company’s registration statement on Form S‑1 and have no expiration date noted in this disclosure.

Are PAII private placement warrants included in the reported beneficial ownership?

The Schedule 13G explicitly excludes 5,050,000 Class A ordinary shares issuable upon exercise of 5,050,000 private placement warrants. Each warrant is exercisable for one Class A share at $11.50 per share, subject to adjustment, beginning 30 days after completion of the initial business combination.

How was the 26.2% beneficial ownership percentage for PAII calculated?

The reported 26.2% interest is based on 20,041,150 Class A ordinary shares and 7,225,721 Class B ordinary shares outstanding as of November 14, 2025. These outstanding share figures come from Pyrophyte Acquisition Corp. II’s Quarterly Report on Form 10‑Q filed on that same date.

Who are the reporting persons named in this PAII Schedule 13G?

The Schedule 13G lists three reporting persons: Pyrophyte Acquisition II LLC (the sponsor), Sten Gustafson, and Bernard Duroc‑Danner. All three report beneficial ownership of the same 7,135,721 Class B ordinary shares through the sponsor, with sole voting and dispositive power indicated.
Pyrophyte Acquisition Corp. II

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