SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 9, 2026

Jason W. Reese
Chief Executive Officer & Chairman
Great Elm Group, Inc.
3801 PGA Boulevard, Suite 603
Palm Beach Gardens, FL 33410

 Re: Great Elm Group, Inc.
 Registration Statement on Form S-3
 Filed January 7, 2026
 File No. 333-292605
Dear Jason W. Reese:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Hillary A. Coleman
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 January 9, 2026 VIA
EDGAR Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Re:
 Great Elm Group, Inc.
 Registration Statement on Form S-3
 Registration No. 333-292605
 Ladies and Gentlemen: In accordance with Rule 461 under the
Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-292605) (the
“Registration Statement”) of Great Elm Group, Inc. We respectfully request that the Registration Statement be declared effective as of 4:00 p.m., Eastern time, on January 13, 2026, or as soon as practicable thereafter.
 Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling
Hillary Coleman at (212) 450-4733. Thank you for your assistance in this matter.
 Sincerely,

 Great Elm Group, Inc.

 By:

 /s/ Adam M. Kleinman

 Name: Adam M. Kleinman

 Title: President and Secretary

CORRESP
1
filename1.htm

    June 6, 2022

    VIA EDGAR

    Attention: Jan Woo and Anna Abramson

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Great Elm Group, Inc.

            Registration Statement on Form S-1

            Pre-Effective Amendment No. 2

            File No. 333-264692

            Filed June 6, 2022

    Dear Ms. Woo and Ms. Abramson:

    In accordance with Rules 460 and 461 of under the Securities Act of 1933, as amended, Great Elm Group, Inc. (the “Company”) respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 2 to its Registration Statement on
      Form S-1 (File No. 333-264692) (the “Registration Statement”) so that such Registration Statement may be declared effective at 3:00 p.m., Eastern Time, on Tuesday, June 7, 2022 or as soon thereafter as practicable. The Company respectfully requests
      that you notify Rory T. Hood of Jones Day of such effectiveness by a telephone call to (212) 326-3814.

    Should you have any questions regarding this request, please contact Mr. Hood at (212) 326-3814 or by email: rhood@jonesday.com. Thank you for your continued attention to this matter.

            Very truly yours,

            Great Elm Group, Inc.

            By:
            /s/ Adam M. Kleinman

            Name:
            Adam M. Kleinman

            Title:
            President and Chief Operating Officer

            cc:
            Rory T. Hood, Jones Day

CORRESP
1
filename1.htm

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Great Elm Group, Inc.

            Registration Statement on Form S-1

            File No. 333-264692

    Ladies and Gentlemen:

    In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Oppenheimer & Co. Inc., as representative of the several Underwriters, hereby joins in the request of Great Elm Group, Inc. that the
      effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on June 7, 2022 at 3:00 p.m., Eastern Time, or as soon as practicable thereafter.

    The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

            (i)

            Date of preliminary prospectus: June 6, 2022;

            (ii)

            Date of distribution: June 6-7, 2022;

            (iii)

            Number of prospective underwriters to whom the preliminary prospectus was furnished: 4;

            (iv)

            Number of prospectuses so distributed: approximately 500; and

            (v)

            We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

    Very truly yours,

    Oppenheimer & Co. Inc.

    On behalf of itself and the several Underwriters

    OPPENHEIMER & CO. INC.

            By:

            /s/ John D. Nelson

            Name:

            John D. Nelson

            Title:

            Managing Director

United States securities and exchange commission logo
May 9, 2022
Peter A. Reed
Chief Executive Officer
Great Elm Group, Inc.
800 South Street, Suite 230
Waltham, MA 02453
Re:Great Elm Group, Inc.
Registration Statement on Form S-1
Filed May 5, 2022
File No. 333-264692
Dear Mr. Reed:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ferrell M. Keel

CORRESP
1
filename1.htm

    January 22, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

          Attn:

            Jeff Kauten

              Jan Woo

          Re:

            Great Elm Group, Inc.

              Registration Statement on Form S-3 (Registration No. 333-252236)

    Ladies and Gentlemen:

    On behalf of Great Elm Group, Inc. (the “Company”), the undersigned hereby requests, pursuant to Rule 461 of Regulation C promulgated under
      the Securities Act of 1933, that the effective time of the Registration Statement on Form S-3 (File No. 333-252236) (the “Registration Statement”) of the Company be accelerated to 4:00 p.m., Eastern Time, on January 26, 2021, or as soon as
      practicable thereafter. The Company respectfully requests that you notify Rory T. Hood of such effectiveness by a telephone call to (212) 326-3814.

    Please contact Rory T. Hood at Jones Day at (212) 326-3814 if you have any questions concerning this matter. Thank you for your continued
      attention to this matter.

            Very truly yours,

            GREAT ELM GROUP, INC.

            By:

            /s/ Adam M. Kleinman

            Name:

            Adam M. Kleinman

            Title:

            President and Chief Operating Officer

          cc:

            Rory T. Hood

              Jones Day

United States securities and exchange commission logo
January 22, 2021
Peter A. Reed
Chief Executive Officer
Great Elm Group, Inc.
800 South Street, Suite 230
Waltham, MA 02453
Re:Great Elm Group, Inc.
Registration Statement on Form S-3
Filed January 20, 2021
File No. 333-252237
Dear Mr. Reed:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please may contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence,
Jan Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Rory T. Hood

CORRESP
1
filename1.htm

    January 22, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

          Attn:

            Jeff Kauten

              Jan Woo

          Re:

            Great Elm Group, Inc.

              Registration Statement on Form S-3 (Registration No. 333-252237)

    Ladies and Gentlemen:

    On behalf of Great Elm Group, Inc. (the “Company”), the undersigned hereby requests, pursuant to Rule 461 of Regulation C promulgated under
      the Securities Act of 1933, that the effective time of the Registration Statement on Form S-3 (File No. 333-252237) (the “Registration Statement”) of the Company be accelerated to 4:00 p.m., Eastern Time, on January 26, 2021, or as soon as
      practicable thereafter. The Company respectfully requests that you notify Rory T. Hood of such effectiveness by a telephone call to (212) 326-3814.

    Please contact Rory T. Hood at Jones Day at (212) 326-3814 if you have any questions concerning this matter. Thank you for your continued
      attention to this matter.

            Very truly yours,

            GREAT ELM GROUP, INC.

            By:

            /s/ Adam M. Kleinman

            Name:

            Adam M. Kleinman

            Title:

            President and Chief Operating Officer

          cc:

            Rory T. Hood

              Jones Day