March 7, 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. 2 to Draft Registration Statement on Form S-1
           Submitted February 27, 2019
           CIK No. 0001757715

Dear Mr. Sarig:

      We have reviewed your amended draft registration statement and have the
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

Amended Draft Registration Statement on Form S-1

Our Strengths, page 5

1.     We note your disclosure that "senior executive and board members bring
diverse expertise
       from companies such as Airpush, Amazon Robotics, Atari, Bloomberg,
Google, L'Oreal,
       Perion and Warby Parker." To provide context, disclose when your
management worked
       at each company. In addition, explain why Amazon Robotics, Atari, Google
and Perion
       are not mentioned in the business backgrounds of your officers and
Capitalization, page 53

2.     Please address the impact of equivalent shares from the Participation
Units which will
       immediately and fully vest upon the occurrence of a Qualified IPO. In
this regard, we
 Yaniv Sarig
FirstName LastNameYaniv Sarig
Mohawk Group Holdings, Inc.
Comapany NameMohawk Group Holdings, Inc.
March 7, 2019
March 7, 2019 Page 2
Page 2
FirstName LastName
         note your disclosure on page F-26.
Liquidity and Capital Resources
Sources of Liquidity, page 69

3.       We note your statement that your financial forecast for the next 12
months includes
         "margin expansion." Please provide more detail regarding how the
company intends to
         expand its margins and how this will directly impact liquidity.
Transaction Bonus Plan, page 73

4.       Disclose whether you intend to pay the cash portion of the Transaction
Bonus Plan with
         proceeds from the current offering. If so, also provided quantified
disclosure of this under
         your "Use of Proceeds" section, separately disclosing the amount to be
paid to your
         officers and directors.
5.       Clarify why shares would be issued on the 12, 18 and 24 month
anniversaries of the
         closing of the offering, but not the six month anniversary, when
participants are entitled to
         payments and distributions equal to 25% of the participant's
proportional interest of the
         Plan Pool on each of the first four six-month anniversaries of a
Qualified IPO.
Product Case Studies, page 85

6.       Clarify what you mean by "profitability" in your case studies.
Facilities/Properties, page 90

7.       Please provide information on your newly set-up warehouses. In this
regard, we note your
         disclosure on page 68 regarding the strategic movement of your goods
to these
         warehouses during the fourth quarter of 2018.
Executive Officers and Directors, page 92

8.       For each officer and director, please disclose their tenure at each
entity mentioned in their
         business background.
2018 Director Compensation Table, page 98

9.       Please include in the director compensation table the $50,000 annual
retainer you agreed
         to pay Dr. Stephen Liu. Also disclose in a footnote to the table the
total number of Dr.
         Liu's option awards outstanding at fiscal year end.
Voting Agreement among MV II, LLC, Dr. Larisa Storozhenko, Maximus Yaney and
Maximus I, LLC, page 109

10.      Please clarify, if true, that the Voting Agreement operates so that
the Designating Parties
         vote up to 19.99% of their shareholdings, with Mr. Delug voting any
remaining shares
 Yaniv Sarig
Mohawk Group Holdings, Inc.
March 7, 2019
Page 3
         held by the Designating Parties over 19.99%. Disclose the percentage
of shares held by
         the Designating Parties. Provide similar disclosure where the Voting
Agreement is
         discussed under the section "Security Ownership of Certain Beneficial
Owners and
         Management." Also disclose the current percentage ownership held by
the Designating
         Parties and the remaining percentage ownership that Mr. Delug will
have the power to
         vote under the Voting Agreement.
Financial Statements
Consolidated Balance Sheets, page F-3

11.      Present alongside your most recent historical balance sheet, a pro
forma balance sheet to
         reflect an accrual for the distribution to be paid under the
Transaction Bonus Plan.
Revenue Recognition, page F-12

12.      Please clarify your disclosure to state if true that your revenues
include shipping and
         handling fees billed to customers.
12. Commitments and Contingencies
Transaction Bonus Plan, page F-26

13.      Regarding the Transaction Bonus Plan (the "Plan Pool"), please
disclose your assumptions
         in valuing each Participation Unit and all Participation Units in the
aggregate. In this
         regard, we note that in a Qualified IPO, the Plan Pool shall be deemed
funded one-third in
         cash and two-thirds in the Company's common stock and that all units,
of which 99.20%
         have already been allocated, shall immediately and fully vest.

         Describe in your MD&A, how such participation units will impact your
operating results
         upon the occurrence of a Qualified IPO.
14.      Quantify on page F-26, and elsewhere as applicable, the total value of
the Plan Pool along
         with the value of the cash and stock components.
       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
regarding comments on the financial statements and related matters. Please
contact William
Mastrianna, Attorney-Adviser, at (202) 551-3778 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
March 7, 2019 Page 3                                           Office of
FirstName LastName