SecProbe.io

CORRESP
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July
7, 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:
Stacie Gorman and Jeffrey Gabor

Re:
Preliminary Proxy Statement on Schedule 14A Filed June 28, 2023 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 July 6, 2023 (the “Comment Letter”) and an oral comment received during a phone call held with members of the
Staff, on the same date, with respect to our Preliminary Proxy Statement on Schedule 14A filed with the Commission on June 28, 2023 (the
“Preliminary Proxy Statement”).

Concurrently
with the submission of this letter, the Company is publicly filing, via EDGAR, Amendment No. 1 to the Preliminary Proxy Statement (the
“Revised Proxy Statement”) in response to the Staff’s comments.

Below
is the Company’s response to the Comment Letter:

Preliminary
Proxy Statement on Schedule 14A

General

 1. We
note your response to comment 1 of our letters dated December 22, 2022 and January 17, 2023. We are not able to locate your risk factor
disclosure related to CFIUS in your proxy statement and therefore reissue our comment. We note that 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 revise your disclosure 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 company, and the warrants, which would expire worthless. Please
include an example of your intended disclosure in your response.

Response

We
respectfully acknowledge the Staff’s comment. In addition to the incorporation by reference in the Preliminary Proxy Statement
of the Company’s risk factor disclosure related to CFIUS in the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, we have revised the Preliminary Proxy Statement on page 4 of the Revised Proxy Statement to add the requested
risk factor, which we have also provided below:

We
may not be able to complete an initial business combination since such initial business combination may 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.

Our
Sponsor 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 (“Orion Mine Finance”), which is a Cayman limited partnership. Orion Mine Finance is
controlled by its general partner, Orion Mine Finance GP III LP (a Cayman limited partnership) (“Orion GP”), which is ultimately
controlled by U.S. persons in the United States. The owners of our Sponsor are Orion Mine Finance and Orion GP. In addition, Orion Mine
Finance employs an investment manager, Orion Mine Finance Management III LLC (a Delaware limited liability company), to make investment
recommendations to Orion Mine Finance. 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.

Below
is the Company’s response to the Staff’s oral comment:

Staff’s
Oral Comment

Discuss
the risk of the Company operating as an unregistered investment company.

Response

We
respectfully acknowledge the Staff’s comment and have revised the Preliminary Proxy Statement accordingly on pages 4, 5 and 11
of the Revised Proxy Statement.

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Please
address correspondence to Skadden, Arps, Slate, Meagher & Flom LLP, and do not hesitate to contact Michael Mies at (650) 470-3130
or michael.mies@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:

Michael
Mies, Skadden, Arps, Slate, Meagher & Flom LLP

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