TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 19, 2021 Sten Gustafson Chief Executive Officer Pyrophyte Acquisition Corp. 3262 Westheimer Road Suite 706 Houston, TX 77098 Re: Pyrophyte Acquisition Corp. Registration Statement on Form S-1 Filed October 5, 2021 Amendment No. 1 to Registration Statement on Form S-1 Filed October 14, 2021 File No. 333-260041 Dear Mr. Gustafson: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 filed October 14, 2021 Exhibits 1. We note that the forum selection provision in your amended and restated memorandum and articles of association identifies the courts of the Cayman Islands as the exclusive forum for certain litigation, including any derivative action. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent Sten Gustafson Pyrophyte Acquisition Corp. October 19, 2021 Page 2 jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the amended and restated memorandum and articles of association states this clearly. You may contact Sondra Snyder, Staff Accountant, at (202) 551-3332 or Gus Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions. Sincerely, FirstName LastNameSten Gustafson Division of Corporation Finance Comapany NamePyrophyte Acquisition Corp. Office of Energy & Transportation October 19, 2021 Page 2 cc: Elliott M. Smith FirstName LastName