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 | |
