TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo November 8, 2021 Bracebridge Young President and Chief Executive Officer Emerald ESG Acquisition Corp 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Re: Emerald ESG Acquisition Corp Draft Registration Statement on Form S-1 Submitted October 21, 2021 CIK No. 0001889123 Dear Mr. Young: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement and nonpublic draft submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or, in the absence of a road show, at least 15 days prior to the requested effective date of the 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 Cheryl Brown, Law Clerk, at 202-551-3905 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Ari Edelman