May 12, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Attn: | Bernard Nolan | |
| Jan Woo |
| Re: | Great Elm Capital Group, Inc. | |||
| Registration Statement on FormS-3 (RegistrationNo. 333-237419) |
Ladies and Gentlemen:
On behalf of Great Elm Capital 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 FormS-3 (FileNo. 333-237419) (the “Registration Statement”) of the Company be accelerated to 4:00 p.m., Eastern Time, on May 14, 2020, 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 CAPITAL GROUP, INC. | ||
| By: | /s/ Adam M. Kleinman | |
| Name: Adam M. Kleinman | ||
| Title: President and Chief Operating Officer | ||
| cc: | Rory T. Hood | |
Jones Day |
