SEC Comment Letter 0000000000-22-013805 to Rigel Resource Acquisition Corp. (RRAC, RRAC-UN, RRAC-WT) (CIK 0001860879)
Rigel Resource Acquisition Corp. (RRAC, RRAC-UN, RRAC-WT) (CIK 0001860879)
Date: Dec. 22, 2022 · CIK: 0001860879 · Accession: 0000000000-22-013805
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41022
Letter
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
FirstName LastNameJonathan Lamb Comapany NameRigel Resource Acquisition Corp. December 22, 2022 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Real Estate & Construction cc: Limor Nissan
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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
FirstName LastNameJonathan Lamb
Comapany NameRigel Resource Acquisition Corp.
December 22, 2022 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Limor Nissan