Correspondence 0001493152-23-009352 from Mama's Creations, Inc. (MAMA) (CIK 0001520358) (MAMA)
Mama's Creations, Inc. (MAMA) (CIK 0001520358)
Date: March 28, 2023 · CIK: 0001520358 · Accession: 0001493152-23-009352
AI Filing Summary & Sentiment
File numbers found in text: 333-270087
Referenced dates: March 27, 2023
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CORRESP
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MamaMancini’s
Holdings, Inc.
25
Branca Road
East
Rutherford, NJ 07073
March
28, 2023
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Office of Manufacturing
Re:
MamaMancini’s Holdings, Inc.
Registration
Statement on Form S-1
Amendment
No. 1
Filed:
March 16, 2023
File
No. 333-270087
Ladies
and Gentlemen:
On
behalf of the Company, we are responding to comments contained in the Staff letter, dated March 27, 2023 addressed to Anthony Gruber,
the Company’s Chief Financial Officer, with respect to the Company’s filing of its Amendment No. 1 to Registration Statement
on Form S-1.
The
Company has replied below on a comment-by-comment basis, with each response following a repetition of the Staff’s comment to which
it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.
Amendment
No. 1 to Registration Statement on Form S-1 filed March 16, 2023
General
1.
We note your response to prior comment 2. Because you have not yet filed your Form 10- K for the fiscal year ended January 31, 2023,
you may not incorporate by reference into this registration. Please revise pages 54 and 55 to delete your attempt to incorporate by reference.
COMPANY
RESPONSE:
We
have deleted any documents to be incorporated by reference in the registration statement.
On
behalf of the Company, we acknowledge that:
●
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.
Very
truly yours,
MAMAMANCINI’S
HOLDINGS, INC.
By:
/s/
Anthony Gruber
Anthony
Gruber
Chief
Financial Officer
cc:
Robert L. B. Diener, Esq.