[8-K] Pyrophyte Acquisition Corp. Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant Reports Material Event

Rhea-AI Filing Summary

AAR Corp. (AIR) Form 144 filing discloses a proposed insider sale of 7,000 common shares—sourced from restricted-stock vesting in 2018-2024—through Morgan Stanley Smith Barney.

• Aggregate market value: $546,509.60
• Shares outstanding: 35,847,589 (sale ≈ 0.02%)
• Planned trade date: 07/23/2025 on the NYSE
• Prior 3-month sales: None reported
• Signer certifies no undisclosed material adverse information

The notice is procedural and does not, by itself, signal operational or financial changes at AAR Corp.

Insights

Securities Analyst

TL;DR: Small insider sale (0.02% float) appears routine; immaterial to valuation.

The 7,000-share sale equates to roughly $547k versus AIR’s multi-billion-dollar market cap, implying minimal dilution or signaling risk. Shares originate from scheduled equity grants, and no prior 3-month sales are noted, lessening concerns about sustained insider offloading. The filing is a required compliance step rather than an indicator of operational performance. I view the impact on share price and investor perception as neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 15, 2025

PYROPHYTE ACQUISITION CORP.

(Exact name of registrant as specified in its Articles)

Cayman Islands		001-40957		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

3262 Westheimer Road

Suite 706

Houston, Texas 77098

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 701-4234

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

Based on information provided by Marcum LLP (“Marcum”), the independent registered public accounting firm of Pyrophyte Acquisition Corp. (the “Company”), CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum, effective November 1, 2024. Marcum continued to serve as the Company’s independent registered public accounting firm through July 15, 2025. On July 15, 2025, the Company dismissed Marcum as the Company’s independent registered public accounting firm, and engaged CBIZ CPAs to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2024, effective immediately. The engagement of CBIZ CPAs was approved by the Audit Committee of the Company’s Board of Directors. The services provided by Marcum will now be provided by CBIZ CPAs.

During the fiscal years ended December 31, 2024 and 2023 and through July 15, 2025, neither the Company nor anyone on its behalf consulted with CBIZ CPAs regarding (i) the application of accounting principles to any specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that CBIZ CPAs concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

The reports of Marcum regarding the Company’s consolidated financial statements for the fiscal year ended December 31, 2023 and 2022, included in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2023, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports for the fiscal year ended December 31, 2023 included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern. The Company’s Annual Report on Form 10-K for the year ended December 31, 2024 has not yet been filed with the U.S. Securities and Exchange Commission (the “SEC”).

During the fiscal years ended December 31, 2024 and December 31, 2023, and through July 15, 2025, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such years and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Marcum with a copy of the above disclosures and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made above. A copy of Marcum’s letter dated July 22, 2025 is attached as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
16.1		Letter from Marcum LLP, dated July 22, 2025 addressed to the U.S. Securities and Exchange Commission.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PYROPHYTE ACQUISITION CORP.
By:	/s/ Sten Gustafson
Name:	Sten Gustafson
Title:	Chief Financial Officer

Date: July 23, 2025

2

FAQ

How many AAR Corp. (AIR) shares are being registered for sale?

The Form 144 covers 7,000 common shares.

What is the dollar value of the proposed AIR share sale?

The aggregate market value is $546,509.60.

When is the insider planning to sell the AIR shares?

The approximate sale date stated is 07/23/2025.

What percentage of AAR Corp.’s shares does the sale represent?

About 0.02% of the 35,847,589 shares outstanding.

Were any AIR shares sold by the filer in the past three months?

No. The filing indicates "Nothing to Report" for prior three-month sales.