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ESGL
Holdings Limited

101
Tuas South Avenue 2

Singapore
637226

April
21, 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

    Amendment
    No. 2 to Registration Statement on Form F-4

    Filed
    March 27, 2023

    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 April 17, 2023, regarding the Company’s Amendment No. 2 to Registration
Statement on Form F-4 (the “Registration Statement”) previously filed with the Commission on March 27, 2023.

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. 3 to the Registration
Statement (the “Amendment”) which is being filed with the Commission concurrently with the submission of this letter.

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.

RESPONSE:
The Company has added disclosure on page 46 of the Amendment in response to the Staff’s comment.

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.

RESPONSE:
The Company has revised the disclosure on pages 16, 25, 79, 81, 131 and other applicable sections of the Amendment in response to the
Staff’s comment.

***

We
thank the Staff in advance for its review of the foregoing and the Amendment. If you have further comments, we ask that you forward them
by e-mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

    Very
    truly yours,

    /s/
    Samuel Lui

    Samuel
    Lui,

    Chief
    Executive Officer