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ESGL
Holdings Limited

101
Tuas South Avenue 2

Singapore
637226

February
28, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance,

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Timothy S. Levenberg, Esq.

    Re:
    ESGL
    Holdings Limited

    Registration
    Statement on Form F-4

    Filed
    December 30, 2022

    File
    No. 333-269078

Dear
Mr. Levenberg:

ESGL
Holdings Limited (the “Company”, “we”, “us” or “our”) hereby
transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated January 26, 2023, regarding the Company’s Registration Statement on Form
F-4 (the “Registration Statement”) previously filed with the Commission on December 30, 2022.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 1 to the Registration
Statement (the “Amendment”) which is being submitted to the Commission concurrently with the submission of this letter.

Form
F-4 filed on December 30, 2022

Do
any of GUCC’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?,
page 9

    1.
    Please
    quantify the aggregate dollar amount and describe the nature of what the Sponsor and its affiliates have at risk that depends on
    completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses
    for which the Sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers
    and directors, if material. For example, we note your discussion elsewhere in your filing regarding the promissory notes held by
    the Sponsor, and note that you have not disclosed the current market value of securities held by the Sponsor.

    RESPONSE:
    The Company has added disclosure on pages 9, 26 and 79 of the Amendment in response to the Staff’s comment.

    2.
    We
    note your disclosure that Samuel Lui may have a conflict of interest with respect to evaluating the Business Combination in light
    of his ownership of outstanding ordinary shares of ESGL and, following the closing of the Business Combination, ownership of PubCo
    ordinary shares. Please revise to clarify how the board considered such conflict in negotiating and recommending the business combination.
    In addition, please disclose the approximate dollar value of the interest based on the transaction value and recent trading prices
    as compared to the price paid. Disclose in this section also that Mr. Lui is the sole member and manager of the Sponsor.

    RESPONSE:
    The Company has added disclosure on pages 9, 26, 67 and 79 of the Amendment in response to the Staff’s comment.

    3.
    We
    note that the Genesis Unicorn Capital Corp. (GUCC) charter waived the corporate opportunities doctrine. Please address this potential
    conflict of interest and whether it impacted GUCC’s search for an acquisition target.

    RESPONSE:
    The Company has added disclosure on pages 9, 26 and 79 of the Amendment to address this potential conflict of interest and whether
    it impacted GUCC’s search for an acquisition target.

Will
I experience dilution as a result of the Business Combination?, page 16

    4.
    Revise
    your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders
    by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

    RESPONSE:
    The Company has revised the disclosure on pages 16, 25 and 79 of the Amendment to show the potential impact of redemptions on the
    per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption
    scenarios, including minimum, maximum and interim redemption levels.

    5.
    Please
    revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience
    in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the
    amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the
    redemption levels detailed in your sensitivity analysis, including any needed assumptions.

    RESPONSE:
    The Company has added disclosure on pages 16, 25 and 79 of the Amendment to disclose all possible sources and extent of dilution
    that stockholders who elect not to redeem their shares may experience in connection with the business combination in response to
    the Staff’s comment.

    6.
    It
    appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the
    effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related
    to dilution.

    RESPONSE:
    The Company has revised the disclosure on pages 25 and 79 of the Amendment to disclose the effective underwriting fee on a percentage
    basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

What
happens to the funds deposited in the Trust Account following the Business Combination?, page 17

    7.
    Please
    revise to clarify the estimated per share amount to be paid to investors exercising their redemption rights. For example, we note
    your reference on page 17 to $10.26 per share and your reference on page iii to $10.38 per share.

    RESPONSE:
    The Company has revised the disclosure throughout the Amendment to clarify the estimated per share amount to be paid to investors
    exercising their redemption rights.

Conditions
to Closing, page 21

    8.
    We
    note your disclosure on page 82 that it is a condition to the obligations of GUCC and ESGL to close the Business Combination that
    your Class A common stock remain listed on the Nasdaq Global Market. We also note your disclosure that as a result, if the Nasdaq
    Proposal is not adopted, the Business Combination may not be completed “unless this condition is waived.” However, we
    also note your disclosure at page v and elsewhere that the Acquisition Merger Proposal is conditioned upon the approval of the Reincorporation
    Merger Proposal and the Nasdaq Proposal. Please revise to clarify whether waiver of the adoption of the Nasdaq Proposal is being
    considered, and whether the Acquisition Merger Proposal is conditioned upon the approval of the Nasdaq Proposal.

    RESPONSE:
    The Company has revised the disclosure on page 82 of the Amendment to clarify that the Nasdaq Proposal cannot be waived and that
    the Acquisition Merger Proposal is conditioned upon the approval of the Nasdaq Proposal.

    9.
    Please
    define in this section the “Outside Date” for closing of the Merger, as referenced on page 22.

    RESPONSE:
    The Company has defined the “Outside Date” for closing of the Merger in accordance with the Staff’s comment
    on page 22 of the Amendment.

The
Group has engaged in transactions with related parties, and such transactions present potential conflicts of interest, page 37

    10.
    We
    note your disclosure that the Group has entered into a number of transactions with related parties, and your reference to the section
    entitled “Certain Relationships and Related Party Transactions - ESGL Related Party Transactions” for a more detailed
    discussion with respect to the Group’s related party transactions. However, such information does not appear to be provided
    in the section “Related Party Transactions of the Group” on page 182. Please advise.

    RESPONSE:
    The Company has removed the referenced risk factor on page 37 of the Amendment in response to the Staff’s comment as the Company
    does not believe any material risk exists with respect to the Group’s existing or potential future related party transactions.
    The Company has also slightly revised the disclosure on page 182 of the Amendment.

GUCC’s
search for a business combination, and any target business with which we ultimately consummate a business combination, page 42

    11.
    Please
    update your risk factor disclosure under this caption to reflect your entry into the merger agreement.

    RESPONSE:
    The Company has updated the risk factor disclosure on page 42 of the Amendment to reflect the Company’s entry into the merger
    agreement.

The
Sponsor controls a substantial interest in GUCC and thus may influence certain actions requiring a stockholder vote, page 42

    12.
    You
    state that “if a significant number of GUCC stockholders vote, or indicate an intention to vote, against the Business Combination,
    the Sponsor, the Initial Stockholders or their affiliates, could make purchases of GUCC common stock in the open market or in private
    transactions in order to influence the vote.” At page 24, you also indicate that “... the Sponsor or its affiliates may
    purchase GUCC securities in open market or private transactions outside of the redemption process, for purposes of ensuring that
    certain Nasdaq initial listing requirements will be met and therefore, increasing the likelihood that the Business Combination will
    close. Any such securities purchased would not be voted in favor of approving the Business Combination.” Please provide us
    with your analysis as to how such purchases would comply with Exchange Act Rule 14e-5. To the extent that you are relying on Tender
    Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it applies to your
    circumstances.

    RESPONSE:
    The Company has removed the referenced risk factor on page 42 of the Amendment in response to the Staff’s comment. In addition,
    the Company has revised the disclosure throughout the Amendment to indicate that any public shares purchased by the Sponsor or its
    affiliates will not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01
    promulgated by the Commission.

Background
of the Business Combination, page 66

    13.
    Please
    revise your disclosure to describe how discussions between GUCC and ESGL were initiated. Substantially revise your disclosure throughout
    this section to discuss in greater detail the substance of meetings and discussions among representatives of GUCC and ESGL, including
    the material terms that were discussed, how parties’ positions differed, and how issues were resolved. For example, please
    discuss how the parties determined the transaction structure and valuation of ESGL. In addition, expand the discussion of the meetings
    and negotiations among “representatives” of the parties to name the individuals involved from GUCC and from ESGL.

    RESPONSE:
    The Company has added disclosure on pages 67-69 of the Amendment in response to the Staff’s comment.

    14.
    We
    note your disclosure regarding the “detailed investment recommendation paper” GUCC’s board discussed on November
    14, 2022. Please provide the information required by Item 4(b) of Form F-4 with respect to such investment recommendation paper,
    or provide your analysis as to why such information is not required.

    RESPONSE:
    The Company has added disclosure on page 68 of the Amendment to clarify that the “detailed investment recommendation paper”
    GUCC’s board discussed on November 14, 2022 was prepared internally by Teck-Yong Heng, an independent member of GUCC’s
    board, and not by an outside party. Accordingly, the information required by Item 4(b) of Form F-4 is not applicable to such investment
    recommendation paper.

Proposal
No. 2 - The Acquisition Merger Proposal

Projected
Financial Information, page 69

    15.
    Please
    describe the reasons the projections were prepared and the purpose for their inclusion in the filing. In addition, we note your disclosure
    that “ESGL has made numerous estimates and material assumptions with respect to, among other things, regulatory, market and
    financial conditions and competition, market size, commercial efforts, industry performance, general business and economic conditions
    and numerous other matters”. Please expand your disclosure to describe the material assumptions and limitations underlying
    the referenced projections, including the forecasted capital expenditures. In that regard, we note disclosure on page 74 regarding
    such forecasted capital expenditures with respect to the fairness opinion. We also note that while ESGL has a history of losses,
    the forecasts project achieving profit starting in 2024. Please provide additional details to support this growth in profit and describe
    factors or contingencies considered that would affect the projected growth ultimately materializing.

    RESPONSE:
    The Company has added disclosure on page 75 of the Amendment in response to the Staff’s comment.

Opinion
of Marshall & Stevens as an Independent Professional Valuation Advisor to GUCC, page 71

    16.
    We
    note your disclosure regarding the fairness opinion provided by Marshall & Stevens with respect to the fairness of the transaction,
    from a financial point of view, to GUCC. Please revise to provide a clear explanation as to the reason the fairness opinion was obtained.
    In addition, revise to clarify, if true, that the fairness opinion addresses fairness to all GUCC shareholders as a group as opposed
    to only those shareholders unaffiliated with the Sponsor or its affiliates.

    RESPONSE: The Company has revised the disclosure
    on pages 9 and 71 of the Amendment to provide a clear explanation as to the reason the fairness opinion was obtained and that the
    fairness opinion addresses fairness to GUCC as a whole. Please note that the existing disclosure regarding the fairness opinion
    provided by Marshall & Stevens in the “Questions and Answers About the Proposals” on page 9 of the Amendment states
    that “The Board obtained from Marshall & Stevens an opinion with respect to the fairness, from a financial point of view,
    of the purchase price being paid by GUCC for ESGL pursuant to the Merger Agreement” (as opposed to the fairness “of the
    transaction”). We note that the Marshall & Stevens opinion is “…that, as of the date hereof, the Purchase
    Price to be paid by the Parent to ESA in the Transaction in the form of the issuance of the common shares of the Purchaser to the
    equity holders of ESA as provided in the Merger Agreement is fair to the Parent [GUCC] from a financial point of view.”

    17.
    Revise
    to explain further your reference to ESGL’s “expected growth profile” including the nature and components of this
    expected growth. We note the statement under your Guideline Public Company Analysis at page 77 that “Given the expected growth
    profile of ESGL, the fourth and fifth year forecasted value indications were weighted equally to arrive at the final range of value.”

    RESPONSE:
In 2022, ESGL pivoted its operational strategy from predominantly trading in waste materials to recycling and processing waste materials
into circular products (i.e., value-added services). ESGL’s new operating strategy, focusing on less trading and more value-added
services, will require additional investments in its facilities, contributing to the ramp-up in revenue growth and the uptick in margins
o