Global Lights Acquisition Corp Ordinary Shares (GLAC)
Filed: 22 Sep 23, 12:00am
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Via EDGAR
September 22, 2023
Mr. Frank Knapp
Ms. Shannon Menjivar
Mr. Kibum Park
Ms. Jeffrey Gabor
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Global Lights Acquisition Corp (CIK No.0001897971)
Response to the Staff’s Comments on
Amendment No. 3 to Draft Registration Statement on
Form S-1 Confidentially Submitted on December 5, 2022
Dear Mr. Knapp, Ms. Menjivar, Mr. Park and Ms. Lippmann,
On behalf of our client, Global Lights Acquisition Corp, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 3, 2023 on the Company’s Amendment No.3 to draft registration statement on Form S-1 confidentially submitted on December 5, 2022 (the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is filing its registration statement on Form S-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Responses to the comments contained in the Staff’s letter dated January 3, 2023
Capitalization, page 94
| 1. | Please revise the line item caption for ordinary shares outstanding on an as adjusted basis from 2,500,000 to 3,060,000, to also include the 560,000 private placement shares to be issued as part of the sale of the private placement units. |
The Company has revised the disclosure throughout the Registration Statement to reflect the revised deal structure.
Index to Financial Statements
Notes to Financial Statements
Note 9 Event (Unaudited) Subsequent to the Date of the Independent Auditor's Report, page F-17
Wilson Sonsini Goodrich & Rosati, Professional Corporation
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Page 2
| 2. | Please revise to disclose the specific date through which subsequent events were evaluated for the September 30, 2022 interim financial statements. We refer you to ASC 855-10-50-1. |
| The Company has disclosed the specific date through which subsequent events were evaluated on page F-18 of the Registration Statement. |
***
If you have any questions regarding the Registration Statement, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com. Questions pertaining to auditing matters may be directed to the audit engagement partner at Marcum Asia CPAs LLP (formerly Marcum Bernstein & Pinchuk LLP), Mr. Rong Liu, by telephone at 917-969-9309, or by email at rong.liu@marcumbp.com. Marcum Asia CPAs LLP (formerly Marcum Bernstein & Pinchuk LLP) is the independent registered public accounting firm of the Company.
| Very truly yours, | |
| /s/ Dan Ouyang | |
| Dan Ouyang |
Enclosures
cc: Zhizhuang Miao, Chief Executive Officer, Global Lights Acquisition Corp
Bin Yang, Chief Financial Officer, Global Lights Acquisition Corp
Rong Liu, Partner, Marcum Asia CPAs LLP (formerly Marcum Bernstein & Pinchuk LLP)