United States securities and exchange commission logo
December 22, 2022
Jonathan Lamb
Chief Executive Officer
Rigel Resource Acquisition Corp.
1045 Avenue of the Americas, Floor 25
New York, NY 10018
Re: Rigel Resource
Acquisition Corp.
Form 10-K for the
year ended December 31, 2022
Filed March 31,
2022
File No. 001-41022
Dear Jonathan Lamb:
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.
Form 10-K for the Year Ended December 31, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
filings to include
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 U.S. 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. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. 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 company, any price appreciation in the combined
Jonathan Lamb
Rigel Resource Acquisition Corp.
December 22, 2022
Page 2
company, and the warrants, which would expire worthless. Please include
an example of
your intended disclosure in your response.
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.
You may contact William Demarest at (202) 551-3432 or Kristi Marrone at
(202) 551-
3429 with any questions.
Sincerely,
FirstName LastNameJonathan Lamb
Division of
Corporation Finance
Comapany NameRigel Resource Acquisition Corp.
Office of Real Estate
& Construction
December 22, 2022 Page 2
cc: Limor Nissan
FirstName LastName