United States securities and exchange commission logo
January 4, 2021
Scott L. Mathis
President & Chief Executive Officer
Gaucho Group Holdings, Inc.
8 Union Square South, Suite 2A
New York, NY 10003
Re: Gaucho Group
Holdings, Inc.
Amendment No. 6 to
Registration Statement on Form S-1
Filed December 8,
2020
File No. 333-233586
Dear Mr. Mathis:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 11, 2020 letter.
Amendment No. 6 to Registration Statement on Form S-1
General
1. We note the revised
disclosure that if a reverse stock split occurs it may take place within
a range from
one-for-two to one-for-twenty-five. We also note your dilution and other
disclosure assume a
15:1 ratio. Please explain when and how the Board of Directors will
determine which ratio
to use if a reverse stock split takes place. Will you file a pre-
effective amendment
reflecting such changes? It is unclear how the share price will be
affected depending on
the ratio chosen. As requested in comment 1 in our February 11,
2020 comment letter,
please revise to clarify the extent to which potential investors will be
able to check the
actual post-split market price before confirming purchases in this
offering.
Scott L. Mathis
Gaucho Group Holdings, Inc.
January 4, 2021
Page 2
2. We also note revised disclosure that the offering price per unit may
decrease due to
market conditions. Please revise and advise us how the offering price
could change given
that you are not conducting an at-the-market offering.
Capitalization, page 32
3. Please tell us why no debt has been reflected in the capitalization
table.
Dilution, page 33
4. Please consider disclosing in columnar numerical format how actual and
adjusted net
tangible book value per share were calculated for purposes of the
dilution table, or tell us
why you believe such information would not be useful.
Business
Algodon Wine Estates, page 59
5. Please explain how you achieved 41% occupancy for the nine months ended
September
30, 2020 when it appears that the resort was closed for the majority of
the reporting period
due to COVID-19 restrictions.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Consolidated Results of Operations as of the nine months ended September 30,
2020 and 2019,
page 39
6. Please explain why you have recognized $8,560 real estate sales for the
nine months
ended September 30, 2019, but $0 for the year ended December 31, 2019.
Notes to Condensed Consolidated Financial Statements, page F-9
7. Please describe the terms of the $282,140 advances to employees carried
on your balance
sheet.
You may contact Peter McPhun at 202-551-3581 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or James Lopez at 202-551-3536
with any other
questions.
Sincerely,
FirstName LastNameScott L. Mathis
Division of
Corporation Finance
Comapany NameGaucho Group Holdings, Inc.
Office of Real
Estate & Construction
January 4, 2021 Page 2
cc: Victoria Bantz
FirstName LastName