April 26, 2019

Yaniv Sarig
President and Chief Executive Officer
Mohawk Group Holdings, Inc.
37 East 18th Street, 7th Floor
New York, NY 10003

       Re: Mohawk Group Holdings, Inc.
           Amendment No. 3 to Draft Registration Statement on Form S-1
           Submitted April 17, 2019
           CIK No. 0001757715

Dear Mr. Sarig:

      We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amended Draft Registration Statement on Form S-1

The Offering, page 13

1.     We note that you are excluding from the number of shares outstanding
before and after the
       offering 9,385,838 shares of restricted common stock that were issued on
March 20, 2019
       pursuant to your 2019 Equity Plan. We also note your disclosure on page
80
       that "[a]wards granted under the 2019 Equity Plan and not previously
forfeited upon
       termination of service carry dividend and voting rights applicable to
our common stock
       generally, irrespective of any vesting requirement." Given that the
restricted shares
       currently have voting and dividend rights, please explain why you are
excluding these
       shares. In this regard, you disclose on page 123 that "[w]e have based
percentage
       ownership of our common stock before this offering on 54,369,491 shares
of our common
 Yaniv Sarig
Mohawk Group Holdings, Inc.
April 26, 2019
Page 2
         stock outstanding as of March 20, 2019." This number appears to
include the restricted
         shares.
Security Ownership of Certain Beneficial Owners and Management, page 123

2.       Please clarify in the footnotes to the beneficial ownership table that
the restricted shares
         granted under the 2019 Equity Plan have voting rights irrespective of
any vesting
         requirement.
16. Subsequent Events
2019 Equity Plan and Former Transaction Bonus Plan, page F-30

3.       We note, pursuant to the 2019 Equity Plan, you issued 9,385,838 shares
of restricted
         common stock to the former holders of Participation Units. Please
explain to us how you
         are accounting for this issuance and refer us to the specific
accounting literature that is the
         basis for your accounting.
4.       Please provide a forward looking discussion in MD&A of the anticipated
impact of the
         2019 Equity Plan on your future results of operations.
       You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365, or
Robert S. Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Greg
Dundas, Staff Attorney, at (202) 551-3436 or Kathleen Krebs, Special Counsel,
at (202) 551-
3350 with any other questions.



FirstName LastNameYaniv Sarig                                    Sincerely,
Comapany NameMohawk Group Holdings, Inc.
                                                                 Division of
Corporation Finance
April 26, 2019 Page 2                                            Office of
Telecommunications
FirstName LastName