Correspondence 0001493152-23-020589 from Mama's Creations, Inc. (MAMA) (CIK 0001520358) (MAMA)
Mama's Creations, Inc. (MAMA) (CIK 0001520358)
Date: June 8, 2023 · CIK: 0001520358 · Accession: 0001493152-23-020589
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File numbers found in text: 333-272398
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CORRESP
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MamaMancini’s
Holdings, Inc.
25
Branca Road
East
Rutherford, NJ 07073
June
8, 2023
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Patrick Fullem
Re:
MamaMancini’s
Holdings, Inc.
Registration
on Form S-3
File
No. 333-272398
Filed
on June 2, 2023
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 June 12, 2023, 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 (310) 292-2063 (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/
Adam L. Michaels
Adam
L. Michaels
Chief
Executive Officer
cc:
Robert
L. B. Diener, Esq.