SecProbe.io

December 19, 2024
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
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-41865
Dear Zhizhuang Miao:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Part I
Item 1. Business, page 4
1.Please provide disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your
operations and/or the value of your securities or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your
disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments,
or list on a U.S. or other foreign exchange.
Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated 2.

December 19, 2024
Page 2
Appropriations Act, 2023, and related regulations will affect your company.
3.Please provide a clear description of how cash is transferred through your
organization. State whether any transfers, dividends, or distributions have been made
to date between the company and its investors, and quantify the amounts where
applicable. Describe any restrictions on foreign exchange and your ability to transfer
cash between entities, across borders, and to U.S. investors. Describe any restrictions
and limitations on your ability to distribute earnings from the company to U.S.
investors.
4.Where you discuss PRC regulations concerning mergers and acquisitions, please
expand to address any impact PRC law or regulation may have on the cash flows
associated with the business combination, including shareholder redemption rights.
5.Please include a separate section on enforcement of liabilities addressing the
enforcement risks related to civil liabilities due to you, your sponsor, and your officers
and directors being located in China or Hong Kong. For example, revise to discuss
more specifically the limitations on investors being able to effect service of process
and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time
constraints. Additionally, please identify each officer and director located in China or
Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce
judgments on those individuals.
General
6.Please disclose the risks that your corporate structure and being based in or having the
majority of the company's operations in China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks. For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the
value of your securities. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
            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.

December 19, 2024
Page 3
            Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters. Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction