United States securities and exchange commission logo





                              January 26, 2022

       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
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
30, 2021
                                                            CIK No. 0001897971

       Dear Mr. Miao:

              We have reviewed your draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted December 30, 2021

       Cover Page

   1.                                                   We note your disclosure
that your principal executive offices are located in China, the
                                                        SPAC Sponsor is located
in China, and all your executive officers and/or directors are
                                                        located in or have
significant ties to China. Please disclose this prominently on the
                                                        prospectus cover page.
Disclose the risk that you may acquire a Chinese company with
                                                        operations conducted by
subsidiaries and through contractual arrangements with a
                                                        variable interest
entity (VIE) based in China and that this structure involves unique risks
                                                        to investors. If true,
disclose that these contracts have not been tested in court. Explain
 Zhizhuang Miao
FirstName  LastNameZhizhuang
Global Lights Acquisition Corp Miao
Comapany
January 26,NameGlobal
            2022        Lights Acquisition Corp
January
Page 2 26, 2022 Page 2
FirstName LastName
         whether the VIE structure is used to provide investors with exposure
to foreign investment
         in China-based companies where Chinese law prohibits direct foreign
investment in the
         operating companies, and disclose that investors may never hold equity
interests in the
         Chinese operating company. Your disclosure should acknowledge that
Chinese regulatory
         authorities could disallow this structure, which would likely result
in a material change in
         your or the target company   s post-combination operations and/or a
material change in 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 also
clarify how recent
         statements and regulatory actions by China   s government, such as
those related to the use
         of variable interest entities and data security or anti-monopoly
concerns, has or may
         impact the company   s ability to conduct its business, accept foreign
investments, or list on
         an U.S. or other foreign exchange. Please disclose whether your
auditor is subject to the
         determinations announced by the PCAOB on December 16, 2021 and whether
and how
         the Holding Foreign Companies Accountable Act and related regulations
will affect your
         company. Your prospectus summary should address, but not necessarily
be limited to, the
         risks highlighted on the prospectus cover page.
2.       Provide a description of how cash is transferred through your
organization and how cash
         will be transferred through the post-combination organization if you
acquire a company
         based in China. State whether any transfers, dividends, or
distributions have been made to
         date between the company, its subsidiaries, or to investors, and
quantify the amounts
         where applicable.
Summary, page 1

3.       Given that you may be seeking to acquire a company that uses or may
use a variable
         interest entity structure to conduct China-based operations, please
describe what that
         organizational structure would entail. Explain that the entity in
which investors may hold
         their interest may not be the entity or entities through which the
company   s operations
         may be conducted in China after the business combination. Discuss how
this type of
         corporate structure may affect investors and the value of their
investment, including how
         and why the contractual arrangements may be less effective than direct
ownership and that
         the company may incur substantial costs to enforce the terms of the
arrangements.
         Disclose the uncertainties regarding the status of the rights of a
holding company with
         respect to its contractual arrangements with a VIE, its founders and
owners and the
         challenges the company may face enforcing these contractual agreements
due to
         uncertainties under Chinese law and jurisdictional limits. Also
disclose, if true, that the
         VIE agreements have not been tested in a court of law.
4.       Please revise your summary of risk factors to describe in greater
detail the risks that being
         based in or acquiring a company whose corporate structure or whose
operations in China
         poses to investors. In particular, describe the significant
regulatory, liquidity, and
         enforcement risks with cross-references (including page numbers) to
the more detailed
 Zhizhuang Miao
Global Lights Acquisition Corp
January 26, 2022
Page 3
         discussion of these risks in the prospectus. 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.
5.       State whether you or the post-combination company may be covered by
permissions
         requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
         Administration of China (CAC) or any other governmental agency that is
required to
         approve your operations. Please describe in greater detail the
consequences to you and
         your investors if you or the post-combination company: (i) do not
receive or maintain
         such permissions or approvals, (ii) inadvertently conclude that such
permissions or
         approvals are not required, or (iii) applicable laws, regulations, or
interpretations change
         and you are required to obtain such permissions or approvals in the
future.
6.       Provide a clear description of how cash will be transferred through
the post-combination
         organization if you acquire a company based in China. Describe any
restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors that may apply after a business combination with a
company based in
         China. Describe any restrictions and limitations on your ability to
distribute earnings
         from your businesses, including subsidiaries and/or consolidated VIEs,
to the parent
         company and U.S. investors as well as the ability to settle amounts
owed under the VIE
         agreements.
7.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate your auditor or the auditor of a company you may target
for an initial business
         combination, and that as a result an exchange may determine to delist
your securities.
         Disclose whether your auditor is subject to the determinations
announced by the PCAOB
         on December 16, 2021.
The Offering, page 12

8.       Under "Ability to extend time to complete business combination,"
please disclose that the
         public shareholders will have the opportunity to redeem their shares.
9.     Under "Redemption Rights in connection with proposed amendments to our
amended and
       restated memorandum and articles of association" and the related risk
factor on page 48,
       please disclose that in connection with any such vote to amend your
articles, the public
FirstName LastNameZhizhuang Miao
       shareholders will have the opportunity to redeem their shares. Also
disclose the
Comapany    NameGlobal
       circumstances     Lights
                      under      Acquisition
                             which            Corp
                                    such amendments   would be made; i.e., that
the company's
       shares would  no
January 26, 2022 Page 3 longer  be listed on Nasdaq.
FirstName LastName
 Zhizhuang Miao
FirstName  LastNameZhizhuang
Global Lights Acquisition Corp Miao
Comapany
January 26,NameGlobal
            2022        Lights Acquisition Corp
January
Page 4 26, 2022 Page 4
FirstName LastName
Risk Factors, page 33

10.      To the extent that you may acquire a company that uses or may use a
variable interest
         entity structure to conduct China-based operations, please revise your
risk factors to
         acknowledge that if the PRC government determines that the contractual
arrangements
         constituting part of your VIE structure do not comply with PRC
regulations, or if these
         regulations change or are interpreted differently in the future, your
shares may decline in
         value or be worthless if the determinations, changes, or
interpretations result in your
         inability to assert your contractual control rights over the assets of
your PRC subsidiaries
         or the VIEs that may conduct all or substantially all of your
operations.
11.      We note your risk factor disclosure regarding PRC regulations
concerning mergers and
         acquisitions by foreign investors that your initial business
combination transaction may be
         subject to, including PRC regulatory reviews. Please revise to
describe the potential
         impact on your ability to complete a business combination in the
prescribed time period.
12.      We note your disclosure about the Holding Foreign Companies
Accountable Act. Update
         your disclosure to reflect that the Commission adopted rules to
implement the HFCAA
         and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
         Commission of its determination that it is unable to inspect or
investigate completely
         accounting firms headquartered in mainland China or Hong Kong.
13.      We note your disclosure that the Chinese government may intervene or
influence your
         operations at any time. Given the Chinese government   s significant
oversight and
         discretion over the conduct of your business and/or the business of
any China-based
         company that you may target for an initial business combination,
please revise to
         separately highlight the risk that the Chinese government may
intervene or influence your
         operations at any time, which could result in a material change in
your operations and/or
         the value of your securities. Also, given recent statements by the
Chinese government
         indicating an intent to exert more oversight and control over
offerings that are conducted
         overseas and/or foreign investment in China-based issuers, acknowledge
the risk that any
         such action 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.
14.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight could
impact the process of
         searching for a target and completing an initial business combination,
and/or your
         business on a post-combination basis and to what extent you believe
that you are
         compliant with the regulations or policies that have been issued by
the CAC to date.
 Zhizhuang Miao
FirstName  LastNameZhizhuang
Global Lights Acquisition Corp Miao
Comapany
January 26,NameGlobal
            2022        Lights Acquisition Corp
January
Page 5 26, 2022 Page 5
FirstName LastName
       You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding the financial statements and related matters.
Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Real
Estate & Construction
cc:      Dan Ouyang