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:
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Great Elm Group, Inc.
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Registration Statement on Form S-1
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Pre-Effective Amendment No. 2
File No. 333-264692
Filed June 6, 2022
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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:
[email protected]. Thank you for your continued attention to this matter.
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Very truly yours,
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Great Elm Group, Inc.
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By:
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/s/ Adam M. Kleinman
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Name:
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Adam M. Kleinman
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Title:
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President and Chief Operating Officer
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cc:
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Rory T. Hood, Jones Day
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