Form 4: Pyrophyte Acquisition II LLC Forfeits Sponsor Shares Post-IPO Over-Allotment

Pyrophyte Acquisition II LLC, the sponsor of Pyrophyte Acquisition Corp. II, forfeited 30,231 Class B Ordinary Shares at no cost following the company's initial public offering and the underwriters' partial exercise of their over-allotment option.

Summary

• Pyrophyte Acquisition II LLC, a director and 10% owner of Pyrophyte Acquisition Corp. II (PAII), forfeited 30,231 Class B Ordinary Shares.
• The forfeiture occurred on July 24, 2025, at no cost ($0.00 per share).
• This action was in connection with the closing of PAII's initial public offering (IPO) and the underwriters' partial exercise of their over-allotment option.
• Following this transaction, Pyrophyte Acquisition II LLC beneficially owns 7,135,721 Class B Ordinary Shares.
• Class B Ordinary Shares are convertible into Class A Ordinary Shares and have no expiration date.
• Sten L. Gustafson (CFO) and Bernard J. Duroc-Danner (CEO) are managing members of Pyrophyte Acquisition II LLC and have voting and investment discretion over these securities.

Sentiment

Score: 5

Explanation: The forfeiture of shares is a standard, expected adjustment related to the IPO process and the exercise of the over-allotment option. It is not inherently positive or negative for the company's operations, but rather a procedural adjustment to the capital structure.

Positives

• The forfeiture is a standard adjustment related to the IPO over-allotment, indicating the IPO process is proceeding as planned.

Negatives

• The sponsor's stake is slightly reduced due to the forfeiture of 30,231 Class B Ordinary Shares.

Future Outlook

No explicit forward-looking statements or guidance are provided beyond the description of the transaction.

Management Comments

• The Class B ordinary shares are convertible for the Issuer's 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) and have no expiration date.
• On July 24, 2025, Pyrophyte Acquisition II LLC forfeited at no cost 30,231 Class B Ordinary Shares of the Issuer in connection with the closing of the Issuer's initial public offering and the election by the underwriters of the Issuer's initial public offering of units to partially exercise an option granted to them to cover over-allotments.
• Pyrophyte Acquisition II LLC is the record holder of the securities reported herein. Sten Gustafson and Bernard-Duroc Danner are the managing members of Pyrophyte Acquisition II LLC. Each of Messrs. Gustafson and Duroc-Danner has voting and investment discretion with respect to the securities held of record by Pyrophyte Acquisition II LLC.

Industry Context

This filing is typical for a Special Purpose Acquisition Company (SPAC) following its initial public offering. SPAC sponsors often hold Class B shares, which are subject to adjustments based on the IPO size and the exercise of over-allotment options by underwriters. The forfeiture of shares in this context is a standard mechanism to align the sponsor's equity with the final capital raised in the IPO.

Comparison to Industry Standards

• The forfeiture of sponsor shares (Class B shares) in connection with an IPO and the underwriters' exercise of an over-allotment option is a common and expected practice in the SPAC industry.
• Many SPACs, such as those sponsored by Churchill Capital Corp, Gores Holdings, or Pershing Square Tontine Holdings, have similar provisions where founder shares are adjusted based on the IPO's final size and greenshoe exercise.
• This mechanism ensures that the sponsor's initial investment and ownership percentage are appropriately scaled relative to the public float, aligning interests with new shareholders.
• The $0.00 cost for forfeiture is also standard for these types of adjustments.

Related Party Transactions

• The forfeiture of Class B Ordinary Shares by Pyrophyte Acquisition II LLC, the sponsor and a 10% owner, to Pyrophyte Acquisition Corp. II is a related party transaction.

Stakeholder Impact

• Shareholders: The forfeiture adjusts the overall share structure, potentially impacting the dilution profile for new public shareholders, though this is a standard and expected part of a SPAC IPO.
• Management (Sten L. Gustafson, Bernard J. Duroc-Danner): Their indirect beneficial ownership through Pyrophyte Acquisition II LLC is slightly reduced.

Key Dates

Keywords

Pyrophyte Acquisition Corp. II, PAII, SEC Form 4, Beneficial Ownership, Insider Transaction, Class B Shares, Share Forfeiture, Initial Public Offering, IPO, Over-allotment Option, SPAC, Sponsor Shares