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Correspondence 0001520138-24-000350 from ESG Inc. (ESGH) (CIK 0001883835) (ESGH)

ESG Inc. (ESGH) (CIK 0001883835)
Date: Oct. 10, 2024 · CIK: 0001883835 · Accession: 0001520138-24-000350

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File numbers found in text: 333-281681

Date
October 10, 2024
Author
/s/ Zhi Yang
Form
CORRESP
Company
ESG Inc. (ESGH) (CIK 0001883835)

Letter

RE: ESG Inc.

October 10, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Request for Acceleration of Effectiveness of S-1 (File No. 333-281681) originally filed August 21, 2024

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ESG Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the acceleration, effective as of October 11, 2024, at 12 p.m., or at the earliest practicable date hereafter, of its above captioned Registration Statement. as amended, on Form S-1 (the “Registration Statement”).

The Registrant hereby authorizes Matheau J. W. Stout, Esq. to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statements effective, it does not foreclose the Commission from taking any action with respect to the Registration Statements;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statements effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statements; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statements as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to our counsel, Matheau J. W. Stout. If you have any questions with respect to this matter, please contact Mr. Stout at (410) 429-7076.

Sincerely,
ESG Inc.

Show Raw Text
CORRESP
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filename1.htm

October 10, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    ESG Inc.

    Request for Acceleration of Effectiveness of S-1 (File
    No. 333-281681) originally filed August 21, 2024

Ladies and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ESG Inc. (the “Registrant”)
hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the acceleration,
effective as of October 11, 2024, at 12 p.m., or at the earliest practicable date hereafter, of its above captioned Registration Statement.
as amended, on Form S-1 (the “Registration Statement”).

The
Registrant hereby authorizes Matheau J. W. Stout, Esq. to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i)  should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the Registration Statements effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statements;

(ii)  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statements effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statements; and

(iii)  the Registrant may not assert comments of the Commission or the staff and the declaration
of effectiveness of the Registration Statements as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

We request that we be notified
of such effectiveness by a telephone call to our counsel, Matheau J. W. Stout. If you have any questions with respect to this matter,
please contact Mr. Stout at (410) 429-7076.

Sincerely,

ESG Inc.

/s/ Zhi Yang

Zhi Yang

President