TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 3, 2022 David Rosenberg Chairman and Co-Chief Executive Officer Ignyte Acquisition Corp. 640 Fifth Avenue, 4th Floor New York, NY 10019 Re: Ignyte Acquisition Corp. Proxy Statement on Schedule 14A Filed September 23, 2022 File No. 001-39951 Dear David Rosenberg: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Proxy Statement on Schedule 14A filed September 23, 2022 General 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target David Rosenberg Ignyte Acquisition Corp. October 3, 2022 Page 2 company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with any questions. Sincerely, FirstName LastNameDavid Rosenberg Division of Corporation Finance Comapany NameIgnyte Acquisition Corp. Office of Life Sciences October 3, 2022 Page 2 cc: Scott Cowan, Esq. FirstName LastName