SEC Comment Letter 0000000000-23-011424 to Global Lights Acquisition Corp (GLACF) (CIK 0001897971)
Global Lights Acquisition Corp (GLACF) (CIK 0001897971)
Date: Oct. 19, 2023 · CIK: 0001897971 · Accession: 0000000000-23-011424
AI Filing Summary & Sentiment
File numbers found in text: 333-274645
Letter
United States securities and exchange commission logo October 19, 2023 Zhizhuang Miao Chief Executive Officer Global Lights Acquisition Corp Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road Chaoyang District, Beijing 100123 The People’s Republic of China Re:Global Lights Acquisition Corp Registration Statement on Form S-1 Filed September 22, 2023 File No. 333-274645 Dear Zhizhuang Miao: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed September 22, 2023 Cover Page 1.We note that you have identified Valuable Capital Securities as a lead or managing underwriter in the offering. However, Valuable Capital Securities is not identified in the underwriting table on page 165. Please revise or advise as appropriate. Refer to Item 501(b)(8)(i) of Regulation S-K. If Valuable Capital Securities will not serve as a lead or managing underwriter in the offering, please clarify and explain their role on page 165. Management Directors, Director Nominees and Officers, page 127 2.We note that Chengzhong Li will serve as your independent director immediately upon the effectiveness of your registration statement on Form S-1. Please revise, here and
FirstName LastNameZhizhuang Miao Comapany NameGlobal Lights Acquisition Corp October 19, 2023 Page 2 FirstName LastName Zhizhuang Miao Global Lights Acquisition Corp October 19, 2023 Page 2 elsewhere, to ensure that you provide all of the disclosure required by Item 401 of Regulation S-K. For example, please ensure that the disclosure regarding Chengzhong Li's experience covers the entire prior five years. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Dan Ouyang, Esq.
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United States securities and exchange commission logo
October 19, 2023
Zhizhuang Miao
Chief Executive Officer
Global Lights Acquisition Corp
Room 902, Unit 1, 8th Floor, Building 5
No. 201, Tangli Road
Chaoyang District, Beijing 100123
The People’s Republic of China
Re:Global Lights Acquisition Corp
Registration Statement on Form S-1
Filed September 22, 2023
File No. 333-274645
Dear Zhizhuang Miao:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed September 22, 2023
Cover Page
1.We note that you have identified Valuable Capital Securities as a lead or managing
underwriter in the offering. However, Valuable Capital Securities is not identified in the
underwriting table on page 165. Please revise or advise as appropriate. Refer to Item
501(b)(8)(i) of Regulation S-K. If Valuable Capital Securities will not serve as a lead or
managing underwriter in the offering, please clarify and explain their role on page 165.
Management
Directors, Director Nominees and Officers, page 127
2.We note that Chengzhong Li will serve as your independent director immediately upon
the effectiveness of your registration statement on Form S-1. Please revise, here and
FirstName LastNameZhizhuang Miao
Comapany NameGlobal Lights Acquisition Corp
October 19, 2023 Page 2
FirstName LastName
Zhizhuang Miao
Global Lights Acquisition Corp
October 19, 2023
Page 2
elsewhere, to ensure that you provide all of the disclosure required by Item 401 of
Regulation S-K. For example, please ensure that the disclosure regarding Chengzhong Li's
experience covers the entire prior five years.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Dan Ouyang, Esq.