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ESGL
Holdings Limited

101
Tuas South Avenue 2

Singapore
637226

November
7, 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-1

    Filed
    September 19, 2023

    File
    No. 333-274586

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 October 17, 2023, regarding the Company’s Registration Statement on Form
F-1 (the “Registration Statement”) previously filed with the Commission on September 19, 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. 1 to the Registration
Statement (the “Amendment”) which is being submitted to the Commission concurrently with the submission of this letter.

Registration
Statement on Form F-1 filed September 19, 2023

Cover
Page

1. We
                                            note your disclosure that you are registering for resale by certain selling shareholders
                                            up to 10,302,336 Ordinary Shares, up to 377,331 Private Warrants to purchase Ordinary Shares
                                            at a price of $11.50 per share, up to 377,331 Ordinary Shares issuable upon the exercise
                                            of the Private Warrants, and up to 8,625,000 Ordinary Shares issuable upon the exercise of
                                            the public warrants. However, the heading on your prospectus cover page indicates that you
                                            are registering only 10,302,336 Ordinary Shares and 377,331 Private Warrants, and your selling
                                            shareholder table does not appear to include the Ordinary Shares issuable upon the exercise
                                            of the Warrants. Please revise or advise.

RESPONSE:
The Company has revised the disclosure on the prospectus cover page and the selling securityholder table on pages 80-83 of Amendment
No. 1 to comply with the Staff’s comment.

2. We
                                            note your disclosure that on July 27, 2023, GUCC, ESGL, and ESGH entered into a Forward Purchase
                                            Agreement with Vellar Opportunities Fund Master, Ltd. for an OTC Equity Prepaid Forward Transaction,
                                            and that on the same date, Vellar assigned and novated 50% of its rights and obligations
                                            under the Forward Purchase Agreement to ACM ARRT K LLC (“ARRT”, together with
                                            Vellar, the “Sellers”). We further note the Sellers under the Forward Purchase
                                            Agreement acquired their Ordinary Shares in market or negotiated transactions (except for
                                            the 550,000 Additional Shares issued to ARRT and 1,268,085 Additional Shares issued to Vellar
                                            Opportunities Fund Master, Ltd. for no consideration under the Forward Purchase Agreement),
                                            but recouped most of their purchase price directly from the trust account at the closing
                                            of the Business Combination. Please provide your analysis demonstrating how the shares acquired
                                            by Sellers under this agreement complied 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 shares acquired by the Sellers under the Forward Purchase Agreement complied with Exchange Act Rule 14e-5 because all
such shares were purchased after the redemption offer period expired. The redemption offer period expired at 5:00 p.m., Eastern
Time on July 24, 2023. The Forward Purchase Agreement was executed by the parties thereto on July 27, 2023, and all shares purchased
by Sellers were purchased only after the date of execution of the Forward Purchase Agreement.

3. For
                                            each of the securities (the Ordinary Shares and Warrants) being registered for resale, disclose
                                            the price that the selling securityholders paid for each such security, including units or
                                            warrants overlying such securities.

RESPONSE: The Company has revised the disclosure in the Selling Securityholder table on pages 80-83 of Amendment No. 1 to comply with the Staff’s comment.

4. You
                                            disclose “[g]iven the recent price volatility of our Ordinary Shares, there is no certainty
                                            that Warrant holders will exercise their Warrants and, accordingly, we may not receive any
                                            proceeds in relation to our outstanding Warrants.” Disclose the exercise prices of
                                            the warrants compared to the market price of the underlying Ordinary Shares. As the warrants
                                            are out of the money, please disclose the likelihood that warrant holders will not exercise
                                            their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A
                                            and use of proceeds section and disclose that cash proceeds associated with the exercises
                                            of the warrants are dependent on the stock price. As applicable, describe the impact on your
                                            liquidity and update the discussion on the ability of your company to fund your operations
                                            on a prospective basis with your current cash on hand.

RESPONSE:
The Company has revised the disclosure on the prospectus cover page and pages 6, 18, 24 and 43 of Amendment No. 1 to comply with the
Staff’s comment.

5. We
                                            note the significant number of redemptions of your Ordinary Shares in connection with your
                                            business combination and that the shares being registered for resale will constitute a considerable
                                            percentage of your public float. We also note that some of the shares being registered for
                                            resale were purchased by the selling securityholders for prices below the current market
                                            price of the Ordinary Shares. Highlight the significant negative impact sales of shares on
                                            this registration statement could have on the public trading price of the Ordinary Shares.

RESPONSE:
The Company has revised the disclosure on the prospectus cover page and pages 18, 36 and 80 of Amendment No. 1 to comply with the Staff’s
comment.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Overview, page 33

6. Please
                                            expand your discussion here to reflect the fact that this offering involves the potential
                                            sale of a substantial portion of shares for resale and discuss how such sales could impact
                                            the market price of the company’s common stock. Your discussion should highlight the
                                            fact that Quek Leng Chuang, your Chairman and CEO; Samuel Lui, the sole member and manager
                                            of Genesis Unicorn Capital, LLC; ACM ARRT K LLC; and Vellar Opportunities Fund Master, Ltd.,
                                            each beneficially holding more than a million Ordinary Shares, will be able to sell all of
                                            their respective shares for so long as the registration statement of which this prospectus
                                            forms a part is available for use. Also disclose here the total percentage of the outstanding
                                            shares such holdings represent in the aggregate, both including the shares they will receive
                                            upon exercise of warrants and without such exercises.

RESPONSE:
The Company has revised the disclosure on pages 36 and 80 of Amendment No. 1 to comply with the Staff’s comment.

7. We
                                            note that your Forward Purchase Agreement with Vellar and ARRT provides them with the right
                                            to sell back shares to the company at a fixed price at various dates, including one based
                                            on a VWAP trigger. Please revise to disclose the net proceeds to the Company from this agreement
                                            and discuss the risks that these agreements may pose to other stockholders if you are required
                                            to buy back the shares of your Ordinary Shares under the agreement. For example, discuss
                                            how such forced purchases would impact the cash you have available for other purposes and
                                            to execute your business strategy. Please also revise to indicate whether GUCC, ESGL, the
                                            Company, or their directors, officers, advisors or respective affiliates had material relationships
                                            with Vellar or ARRT at the time the Forward Purchase Agreement was negotiated. We may have
                                            additional comments.

RESPONSE:
For the Staff’s information, the Forward Purchase Agreement with Vellar and ARRT does not provide them with the right to sell back
shares to the Company at any time. Instead, as the Settlement Method in the Forward Purchase Agreement is a Cash Settlement, Vellar
and ARRT are required to pay certain amounts based on the Company’s VWAP and will continue to hold any previously unsold
shares at termination pursuant to the Forward Purchase Agreement. The Company has revised the disclosure on pages 26 and 85 of Amendment
No. 1 to disclose that none of the Company, GUCC, ESGL or their directors, officers, advisors or respective affiliates had any material
relationship with Vellar or ARRT at the time the Forward Purchase Agreement was negotiated.

Liquidity
and Capital Resources, page 40

8. You
                                            disclose that “[b]ased on the Group’s current operating plan, the Group believes
                                            that its existing cash and cash equivalents and anticipated cash generated from operating
                                            activities will be sufficient to meet its anticipated working capital and capital expenditures
                                            for at least the next 12 months.” In light of the significant number of redemptions
                                            and the unlikelihood that the company will receive significant proceeds from exercises of
                                            the warrants because of the disparity between the exercise price of the warrants and the
                                            current trading price of the Ordinary Shares, expand your discussion of capital resources
                                            to address any changes in the company’s liquidity position since the business combination.
                                            If the company is likely to have to seek additional capital, discuss the effect of this offering
                                            on the company’s ability to raise additional capital.

RESPONSE:
The Company has revised the disclosure on page 43 of Amendment No. 1 to comply with 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 electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

    Very
    truly yours,

    /s/
    Quek Leng Chuang

    Quek
                                            Leng Chuang,

    Chairman
    of the Board and Chief Executive Officer