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                               April 17, 2023

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

                                                        Re: ESGL Holdings
Limited
                                                            Amendment No. 2 to
Registration Statement on Form F-4
                                                            Filed March 27,
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.

       Amendment No. 2 to Form F-4

       Risk Factors
       Certain judgments obtained against PubCo by PubCo's shareholders may not
be enforceable,
       page 46

   1.                                                   We note your disclosure
that after the Business Combination, all of PubCo   s senior
                                                        executive officers will
reside outside the United States. If applicable, please identify the
                                                        officers, directors, or
director nominees of PubCo who reside in China or Hong Kong and
                                                        disclose that it will
be more difficult to enforce liabilities and enforce judgments on those
                                                        individuals. For
example, if applicable, 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.
 Samuel Lui
ESGL Holdings Limited
April 17, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Capitalization, page 131

2.    You disclose that included in the shares outstanding in your pro forma
condensed
      financial statements are 6,719,642 PubCo ordinary shares to be issued to
ESGL
      shareholders in connection with the merger agreement. You also disclose
that these
      shares represent 7,500,000 shares less adjustments stipulated in the
merger agreement.
      Please further describe these share adjustments, how they were calculated
and explain
      why the shares issued to ESGL shareholders in the pro forma financial
statements are not
      consistent with their ownership amounts presented in the table disclosed
at page 25.
        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
April 17, 2023 Page 2
cc:       David Levine, Esq.
FirstName LastName