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                              March 2, 2021

       Sanjay K. Morey
       Co-Chief Executive Officer and President
       Twin Ridge Capital Acquisition Corp.
       707 Menlo Avenue, Suite 110
       Menlo Park, CA 94025

                                                        Re: Twin Ridge Capital
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed February 23,
2021
                                                            File No. 333-252363

       Dear Mr. Morey :

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-1 filed February 23,
2021

       Prospectus Summary
       Payments to insiders, page 30

   1.                                                   We note your revised
disclosure concerning payments to insiders. Regarding the second
                                                        bullet point:

                                                              Please tell us
how the payments and reimbursements you refer to in this bullet are
                                                            different from the
payments for office space, secretarial and administrative services
                                                            and out-of-pocket
costs you refer to in the third and fourth bullet points, and please
                                                            revise your
disclosure accordingly. In doing so, please clarify the applicability
                                                            of the $10,000 per
month cap to these payments and reimbursements.
 Sanjay K. Morey
Twin Ridge Capital Acquisition Corp.
March 2, 2021
Page 2
                Please revise your disclosure to clarify the scope of the
"certain fees" you refer to in
              the final clause of this bullet. In doing so, please explain the
nature of these fees. If
              they are finders' fees or similar fees for serving as an
intermediary in a business
              combination transaction, please clarify to whom they could be
paid, what funds could
              be used to fund payment, and add appropriate risk factor
disclosure to describe the
              potential impacts on investors.

         Please make conforming revisions throughout the prospectus.
       You may contact Scott Anderegg at 202-551-3342 or Dietrich King at
202-551-8071 with
any questions.



FirstName LastNameSanjay K. Morey                               Sincerely,
Comapany NameTwin Ridge Capital Acquisition Corp.
                                                                Division of
Corporation Finance
March 2, 2021 Page 2                                            Office of Trade
& Services
FirstName LastName