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                            July 6, 2023

       Jonathan Lamb
       Chief Executive Officer
       Rigel Resource Acquisition Corp.
       7 Bryant Park
       1045 Avenue of the Americas
       Floor 25
       New York , NY 10018

                                                        Re: Rigel Resource
Acquisition Corp.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed June 28, 2023
                                                            File No. 001-41022

       Dear Jonathan Lamb:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments 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
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       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
 Jonathan Lamb
Rigel Resource Acquisition Corp.
July 6, 2023
Page 2
      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.
        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.

       Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at
202-551-2544 with
any other questions.



                                                           Sincerely,
FirstName LastNameJonathan Lamb
                                                           Division of
Corporation Finance
Comapany NameRigel Resource Acquisition Corp.
                                                           Office of Real
Estate & Construction
July 6, 2023 Page 2
cc:       Michael J. Mies, Esq.
FirstName LastName