United States securities and exchange commission logo
January 20, 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. 7 to
Registration Statement on Form S-1
Filed January 12,
2021
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
January 4, 2021 letter.
Amendment No. 7 to Registration Statement on Form S-1
General
1. We note your response
to comment 1. Please advise us how you would "price" the
offering before
effectiveness and clarify the statement [b]ecause the reverse stock split
will occur concurrently
with the reverse stock split . As you do not appear eligible to
conduct an
at-the-market offering, please disclose that after effectiveness the price will
be
fixed for the duration
of the offering.
2. We note your risk
factor discussion is greater than fifteen pages. Please revise to provide
a section with a series
of concise, bulleted or numbered statements that is no more than
two pages summarizing
the principal factors that make an investment in the registrant or
offering speculative or
risky. See Item 105(b) of Regulation S-K. Please also revise the
Scott L. Mathis
Gaucho Group Holdings, Inc.
January 20, 2021
Page 2
risk factors section consistent with Item 105(a), including applicable
headings.
Capitalization, page 32
3. We note your response to prior comment 3. Please explain to us why all
of the debt on
your balance sheet as of September 30, 2020 is not reflected in the
capitalization table. It
is also unclear why your pro forma common stock outstanding has
increased to over 14
million shares. Please advise.
Dilution, page 33
4. We note your response to prior comment 4 and the revisions to your
dilution table. As
previously requested, please consider disclosing in columnar format the
calculations,
including the components of the numerators and denominators, for the
book value per
share amounts disclosed or tell us why you believe such disclosure would
not be useful. In
addition, tell us why the conversion of debt has been reflected in the
number of pro forma
shares but not the amount of pro forma liabilities.
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 20, 2021 Page 2
cc: Victoria Bantz
FirstName LastName