UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-40957
CUSIP Number: G7308P 101
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Form 10-K ☐ Form 20-F ☐
Form 11-K ☒ Form 10-Q
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Form 10-D ☐ Form N-CEN ☐
Form N-CSR |
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For Period Ended: June 30, 2025 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
PART I – REGISTRANT INFORMATION
Pyrophyte Acquisition Corp.
Full Name of Registrant
N/A
Former Name, if Applicable
3262 Westheimer Road, Suite 706
Address of Principal Executive Office (Street and
Number)
Houston, Texas 77098
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Pyrophyte Acquisition Corp. (the “Company”) is unable to
timely file with the U.S. Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2025 (the “Form 10-Q”). The Company requires additional time to finalize the Company’s financial statements.
As a result, the Company is unable to file the Form 10-Q by the prescribed due date without unreasonable effort or expense. While there
can be no assurance, the Company anticipates that the Form 10-Q will be filed as soon as practicable.
PART IV – OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification: |
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Sten Gustafson |
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701-4234 |
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(Name) |
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(Area code) |
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(Telephone Number) |
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Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
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Yes ☒ No
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Annual Report on Form 10-K for the year ended December 31, 2024
Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
Forward-Looking Statements
Certain statements made herein are “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words and phrases such as “will”, “may”, “should”, “future”,
“promptly”, “expect”, “estimate”, “anticipate,” “intends”, “plans”,
“subject to”, and “change” and other similar expressions that predict or indicate future events or trends or that
are not statements of historical fact. Such statements may include, but are not limited to, the filing of the Form 10-Q and the results
of the ongoing review. These statements are based on current expectations on the date hereof and involve a number of risks and uncertainties
that may cause actual results to differ significantly. These forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, including without
limitation a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to
file its Form 10-Q within the five-day extension permitted by the rules of the SEC, and the possibility that the ongoing review may identify
errors or control deficiencies in the Company's accounting practices. The Company does not assume any obligation to update or revise any
such forward-looking statements, whether as the result of new developments or otherwise.
Pyrophyte Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: August 15, 2025 |
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/s/ Sten Gustafson |
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Name: Sten Gustafson |
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Title: Chief Financial Officer and Director |
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