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SEC Company Response from Mama's Creations, Inc. (MAMA) (CIK 0001520358) (MAMA) — May 4, 2020

Mama's Creations, Inc. (MAMA) (CIK 0001520358)
Date: May 4, 2020 · CIK: 0001520358 · Accession: 0001493152-20-007639

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File numbers found in text: 333-236317

Date
May 4, 2020
Author
Chief
Form
CORRESP
Company
Mama's Creations, Inc. (MAMA) (CIK 0001520358)

Letter

MamaMancini’s Holdings, Inc.

Branca Road

East Rutherford, NJ 07073

May 4, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

F Street, N.E.

Washington, D.C. 20549

Attn: Edward N. Kelly, Senior Counsel, Office of Manufacturing

Re: MamaMancini’s Holdings, Inc.

First Amendment to Registration on Form S-1

File No. 333-236317

Filed on April 30, 2020

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, MamaMancini’s Holdings, Inc. (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 9:00 a.m., Eastern time, on May 6, 2020, or as soon thereafter as practicable. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

● should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

● the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Robert L. B. Diener, Esq. of the Law Offices of Robert Diener at (808) 573-6163 (facsimile (310) 362-8887) with any questions you may have. In addition, please notify Mr. Diener when this request for acceleration has been granted.

Very
truly yours,
MAMAMANCINI’S
HOLDINGS, INC.

Show Raw Text
CORRESP
1
filename1.htm

MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

May
4, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Edward N. Kelly, Senior Counsel, Office of Manufacturing

    Re:
    MamaMancini’s
    Holdings, Inc.

    First
    Amendment to Registration on Form S-1

    File
    No. 333-236317

    Filed
    on April 30, 2020

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, MamaMancini’s Holdings, Inc. (the “Registrant”),
hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement
be accelerated to 9:00 a.m., Eastern time, on May 6, 2020, or as soon thereafter as practicable. In connection with the foregoing
request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
    Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

Please
contact Robert L. B. Diener, Esq. of the Law Offices of Robert Diener at (808) 573-6163 (facsimile (310) 362-8887) with any questions
you may have. In addition, please notify Mr. Diener when this request for acceleration has been granted.

Very
truly yours,

    MAMAMANCINI’S
    HOLDINGS, INC.

    By:
    /S/
    Carl Wolf

    Carl
    Wolf

    Chief
    Executive Officer

    cc:
    Robert
    L. B. Diener, Esq.