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                              March 17, 2023

       Samuel Lui
       Chief Executive Officer
       ESGL Holdings Limited
       101 Tuas South Avenue 2
       Singapore 637226

                                                        Re: ESGL Holdings
Limited
                                                            Amendment No. 1 to
Registration Statement on Form F-4
                                                            Filed February 28,
2023
                                                            File No. 333-269078

       Dear Samuel Lui:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 26, 2023 letter.

       Amendment No. 1 to Form F-4

       Ownership of the Combined Company After the Closing, page 25

   1.                                                   We note your disclosure
that the second table on page 25 assumes the exercise of all
                                                        public Warrants and
private Warrants. However, it does not appear that such table
                                                        assumes such exercise.
For example, the shares held by each party and the total number
                                                        of shares do not appear
to include shares issuable upon exercise of warrants. Please revise.
       Risk Factors, page 29

   2.                                                   At pages 21 and 63 you
state that "On February 26, 2023, the parties to the Merger
                                                        Agreement agreed to
waive the requirement that the Combined Company have at least
                                                        $5,000,001 in net
tangible assets upon the closing of the Business Combination." Revise
 Samuel Lui
ESGL Holdings Limited
March 17, 2023
Page 2
      to disclose the reason(s) this action was taken. Also, please provide a
discussion of any
      material risks of the waiver to investors and the post-business
combination company.
Background of the Business Combination, page 66

3.    We note your response to prior comment 14. Please further revise to
explain the material
      considerations memorialized in Mr. Heng's paper, including the particular
"investment
      thesis, risks and mitigants" it contained.
Projected Financial Information, page 69

4.    Please expand your disclosure to describe the reasons the projections
were prepared and
      the purpose for their inclusion in the filing. See prior comment 15.
Governance Proposal C - Exclusive Forum, page 84

5.    We note your response to prior comment 18, and your disclosure that the
Amended
      Articles provide for an exclusive forum provision for    certain
shareholder litigation.
      Please revise your disclosure to describe the shareholder litigation to
which the exclusive
      forum provision applies. In addition, please clarify your disclosure
regarding the adoption
      of U.S. federal district courts as the exclusive forum for resolution of
any complaint
      asserting a cause of action arising under the Securities Act, as such
disclosure does not
      appear to be consistent with the proposed exclusive forum provision
provided in Annex B.
U.S. Federal Income Tax Consequences, page 86

6.    We note the forms of tax opinions filed as exhibits and revised
disclosure provided in
      response to prior comment 19, and reissue such comment in part. Insofar
as both law
      firms provide "should" opinions, your disclosure and counsel   s opinions
should discuss
      the degree of uncertainty and make clear why counsel cannot give a firm
      opinion regarding the tax treatment of the Business Combination.
       You may contact Joanna Lam, Staff Accountant, at (202) 551-3476 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Timothy S. Levenberg,
Special Counsel, at (202) 551-3707, or Laura Nicholson, Special Counsel, at
(202) 551-3584
with any other questions.



                                                            Sincerely,
FirstName LastNameSamuel Lui
                                                            Division of
Corporation Finance
Comapany NameESGL Holdings Limited
                                                            Office of Energy &
Transportation
March 17, 2023 Page 2
cc:       David Levine, Esq.
FirstName LastName