Correspondence 0001829126-23-001023 from Rigel Resource Acquisition Corp. (RRAC, RRAC-UN, RRAC-WT) (CIK 0001860879)
Rigel Resource Acquisition Corp. (RRAC, RRAC-UN, RRAC-WT) (CIK 0001860879)
Date: Jan. 26, 2023 · CIK: 0001860879 · Accession: 0001829126-23-001023
AI Filing Summary & Sentiment
File numbers found in text: 001-41022
Referenced dates: January 17, 2023
Letter
Re: Form 10-K for the fiscal year ended December 31, 2022[sic] Filed March 31, 2022 File No. 001-41022
January 26, 2023
VIA EDGAR
United States Securities and Exchange Commission Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, DC 20549
Attention: William Demarest and Kristi Marrone
Ladies and Gentlemen:
Rigel Resource Acquisition Corp. (the “Company,” “we,” or “our”), is in receipt of the comment of the staff (the “Staff’’) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated January 17, 2023 (the “Comment Letter”) with respect to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on March 31, 2022.
Below is the Company’s response to the Comment Letter.
Form 10-K filed March 31, 2022
General
1. We note your response that indicates your Sponsor is a Cayman limited liability company, and that the sole owner and managing member of your sponsor is a Cayman limited partnership with another Cayman limited partnership as its general partner. Please include the substance provided in your response letter in a risk factor in future filings.
Response
We respectfully acknowledge the Staff’s comment and will include in our risk factors the following risk factor:
Our sponsor, Rigel Resource Acquisition Holding LLC, is a Cayman limited liability company and is not controlled by a non-U.S. person. The managing member of our sponsor is an investment fund, Orion Mine Finance Fund III LP, which is a Cayman limited partnership (the “Fund”). The Fund is controlled by its general partner, Orion Mine Finance GP III LP (a Cayman limited partnership) (the “GP”), which is ultimately controlled by U.S. persons in the United States. The owners of our sponsor are the Fund and the GP. In addition, the Fund employs an investment manager, Orion Mine Finance Management III LLC (a Delaware limited liability company), to make investment recommendations to the Fund. That entity is also controlled by U.S. persons and utilizes personnel in the U.S. and abroad, of which 70% are located in the U.S. Although the Company does not believe that any of the aforementioned facts or relationships regarding the sponsor would, by themselves, subject a potential initial business combination to regulatory review, including review by CFIUS, if it were subject to such review because of the parties to a potential initial business combination or otherwise, the potential initial business combination could be delayed or prohibited.
Please address correspondence to Skadden, Arps, Slate, Meagher & Flom LLP, and do not hesitate to contact Gregg Noel at 650.470.4540 or gregg.noel@skadden.com, with any questions or comments regarding this letter.
Sincerely yours,
RIGEL RESOURCE ACQUISITION CORP.
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CORRESP 1 filename1.htm January 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attention: William Demarest and Kristi Marrone Re: Form 10-K for the fiscal year ended December 31, 2022[sic] Filed March 31, 2022 File No. 001-41022 Ladies and Gentlemen: Rigel Resource Acquisition Corp. (the “Company,” “we,” or “our”), is in receipt of the comment of the staff (the “Staff’’) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated January 17, 2023 (the “Comment Letter”) with respect to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on March 31, 2022. Below is the Company’s response to the Comment Letter. Form 10-K filed March 31, 2022 General 1. We note your response that indicates your Sponsor is a Cayman limited liability company, and that the sole owner and managing member of your sponsor is a Cayman limited partnership with another Cayman limited partnership as its general partner. Please include the substance provided in your response letter in a risk factor in future filings. Response We respectfully acknowledge the Staff’s comment and will include in our risk factors the following risk factor: Our sponsor, Rigel Resource Acquisition Holding LLC, is a Cayman limited liability company and is not controlled by a non-U.S. person. The managing member of our sponsor is an investment fund, Orion Mine Finance Fund III LP, which is a Cayman limited partnership (the “Fund”). The Fund is controlled by its general partner, Orion Mine Finance GP III LP (a Cayman limited partnership) (the “GP”), which is ultimately controlled by U.S. persons in the United States. The owners of our sponsor are the Fund and the GP. In addition, the Fund employs an investment manager, Orion Mine Finance Management III LLC (a Delaware limited liability company), to make investment recommendations to the Fund. That entity is also controlled by U.S. persons and utilizes personnel in the U.S. and abroad, of which 70% are located in the U.S. Although the Company does not believe that any of the aforementioned facts or relationships regarding the sponsor would, by themselves, subject a potential initial business combination to regulatory review, including review by CFIUS, if it were subject to such review because of the parties to a potential initial business combination or otherwise, the potential initial business combination could be delayed or prohibited. Please address correspondence to Skadden, Arps, Slate, Meagher & Flom LLP, and do not hesitate to contact Gregg Noel at 650.470.4540 or gregg.noel@skadden.com, with any questions or comments regarding this letter. Sincerely yours, RIGEL RESOURCE ACQUISITION CORP. By: /s/ Jonathan Lamb Name: Jonathan Lamb Title: Chief Executive Officer Copies to: Gregg Noel, Skadden, Arps, Slate, Meagher & Flom LLP