Pyrophyte Acquisition Corp. II Schedule 13G discloses that Linden-related entities and Siu Min (Joe) Wong beneficially own between 1,101,657 and 1,150,000 Class A ordinary shares as of September 16, 2025. Those holdings represent approximately 5.5% (Linden GP and Linden Capital) and 5.7% (Linden Advisors and Mr. Wong) of the 20,041,150 shares outstanding cited from the issuer's September 2, 2025 quarterly report. The filing states shared voting and dispositive power only, and includes a certification that the shares were not acquired to change or influence control of the issuer.
Positive
Material disclosure of beneficial ownership above the 5% reporting threshold (1,101,657–1,150,000 shares).
Clear breakdown of ownership attribution across Linden Capital, Linden GP, Linden Advisors, and Siu Min (Joe) Wong with percentages tied to the issuer's disclosed share count.
Certification stating the holdings were not acquired to change or influence control, indicating a passive intent.
Negative
None.
Insights
TL;DR: Linden group reports a passive stake of ~5.5–5.7% in PAII, disclosed to SEC and based on issuer share count.
The filing reveals a modest but reportable ownership level that crosses the 5% threshold, requiring Schedule 13G disclosure. Holdings are held across Linden Capital and managed accounts, with shared voting and dispositive power noted. The percentages use the issuer's disclosed 20,041,150 share base, which anchors the ownership claims. The certification emphasizes a non-control intent, indicating a passive investment posture rather than an active campaign to influence Pyrophyte's governance.
TL;DR: Ownership structure shows layered entities with shared authority but affirms a passive position, reducing immediate governance concerns.
The report identifies Linden GP as general partner and Linden Advisors and Mr. Wong as manager/controller, explaining cross-entity beneficial ownership. Shared voting/dispositive power is disclosed, but the signatory certification affirms no intent to change control. For governance, the layered arrangement is common for investment managers; the threshold disclosure notifies shareholders and the company but, absent additional filings or proposals, does not by itself signal an active governance campaign.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
09/16/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G7309T102
1
Names of Reporting Persons
Linden Capital L.P.
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
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,101,657.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,101,657.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,101,657.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7309T102
1
Names of Reporting Persons
Linden GP 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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,101,657.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,101,657.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,101,657.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
G7309T102
1
Names of Reporting Persons
Linden Advisors LP
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,150,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,150,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,150,000.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G7309T102
1
Names of Reporting Persons
Siu Min Wong
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,150,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,150,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,150,000.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pyrophyte Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
3262 Westheimer Road, Suite 706, Houston, TX 77098
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
i) Linden Capital L.P., a Bermuda limited partnership ("Linden Capital");
ii) Linden GP LLC, a Delaware limited liability company ("Linden GP");
iii) Linden Advisors LP, a Delaware limited partnership ("Linden Advisors"); and
iv) Siu Min (Joe) Wong ("Mr. Wong").
This Statement relates to Class A ordinary shares, par value $0.0001 per share (the "Shares") of Pyrophyte Acquisition Corp. II (the "Issuer") held for the account of Linden Capital and one or more separately managed accounts (the "Managed Accounts"). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital and the Managed Accounts.
(b)
Address or principal business office or, if none, residence:
The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c)
Citizenship:
i) Linden Capital is a Bermuda limited partnership.
ii) Linden GP is a Delaware limited liability company.
iii) Linden Advisors is a Delaware limited partnership.
iv) Mr. Wong is a citizen of China (Hong Kong) and the United States.
(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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
As of September 16, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,150,000 Shares. This amount consists of 1,101,657 Shares held by Linden Capital and 48,343 Shares held by the Managed Accounts. As of September 16, 2025 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,101,657 Shares held by Linden Capital.
(b)
Percent of class:
As of September 16, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 5.7% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.5% of Shares outstanding. These percentages are based on 20,041,150 shares outstanding based on disclosures by the issuer in its quarterly report on Form 10-Q filed on September 2, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
(ii) Shared power to vote or to direct the vote:
Linden Capital and Linden GP: 1,101,657
Linden Advisors and Mr. Wong: 1,150,000
(iii) Sole power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 1,101,657
Linden Advisors and Mr. Wong: 1,150,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Items 2 and 4 hereof.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A attached hereto.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Linden Capital L.P.
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Authorized Signatory
Date:
09/17/2025
Linden GP LLC
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Authorized Signatory
Date:
09/17/2025
Linden Advisors LP
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, General Counsel
Date:
09/17/2025
Siu Min Wong
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Attorney-in-Fact for Siu Min Wong**
Date:
09/17/2025
Comments accompanying signature: **Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.
How many PAII shares do Linden Advisors and Siu Min (Joe) Wong beneficially own?
As of September 16, 2025, each is reported to beneficially own 1,150,000 shares, approximately 5.7% of outstanding shares.
What stake do Linden GP and Linden Capital report in PAII (symbol PAII)?
Linden GP and Linden Capital each report beneficial ownership of 1,101,657 shares, approximately 5.5% of the class.
Does the Schedule 13G indicate Linden intends to influence control of PAII?
No. The filing includes a certification that the securities were not acquired and are not held to change or influence control of the issuer.
What share count was used to calculate the ownership percentages?
Percentages are based on 20,041,150 shares outstanding disclosed by the issuer in its quarterly report referenced in the filing.
Who signed the Schedule 13G on behalf of the reporting persons?
Saul Ahn signed as Authorized Signatory or General Counsel for Linden Capital, Linden GP, Linden Advisors, and as Attorney-in-Fact for Siu Min Wong on 09/17/2025.
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