June 10, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0406
Attention: Greg Dundas, Staff Attorney
| Re: | Mohawk Group Holdings, Inc. |
| Registration Statement on Form S-1, as amended |
| Registration No. 333-231381 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Mohawk Group Holdings, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-231381) of the Company, filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2019, as amended (the “Registration Statement”), be accelerated so that such Registration Statement shall become effective at 5:00 p.m., Eastern Time, on June 11, 2019 or as soon as possible thereafter. This request for acceleration of the effectiveness of the Registration Statement supersedes the Company’s previous request dated June 6, 2019.
The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.
It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Samantha H. Eldredge of Paul Hastings LLP to orally modify or withdraw this request for acceleration.
| Sincerely, | ||
| MOHAWK GROUP HOLDINGS, INC. | ||
| By: | /s/ Yaniv Sarig | |
| Yaniv Sarig | ||
| President and Chief Executive Officer | ||
| cc: | Jeffrey T. Hartlin, Esq. (Paul Hastings LLP) |