FWP

Filed Pursuant to Rule 433 of the Securities Act of 1933

Issuer Free Writing Prospectus dated June 12, 2019

Relating to Preliminary Prospectus dated May 24, 2019

Registration No. 333-231381

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Mohawk Group Holdings, Inc.

Supplement and Update to Preliminary Prospectus Dated May 24, 2019

This free writing prospectus relates to the public offering of common stock of Mohawk Group Holdings, Inc. (“Mohawk”) and should be read together with the preliminary prospectus dated May 24, 2019 (the “Preliminary Prospectus”) that was included in Amendment No. 1 to the Registration Statement on Form S-1 relating to this offering of common stock. The Preliminary Prospectus can be accessed through the following link: https://www.sec.gov/Archives/edgar/data/1757715/000119312519157090/d639806ds1a.htm

References to “Mohawk,” “we,” “us,” and “our” are used in the manner described in the Preliminary Prospectus. The following information supplements and updates the information contained in the Preliminary Prospectus.


Initial public offering price:		$10.00 per share

Common stock being offered by Mohawk:		3,600,000 shares

Common stock to be outstanding after this offering:		17,540,808 shares (or 18,080,808 shares if the underwriters exercise their over-allotment option in full)

Underwriters’ option to purchase additional shares of common stock:		540,000 shares

Use of proceeds:		We intend to use the net proceeds from this offering of approximately $29.3 million for general corporate purposes, including working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds to acquire, invest in or license complementary products, technologies or businesses, including for our proposed acquisitions of a home décor company and a personal health care company. The completion of the proposed acquisitions is subject to the execution of a definitive purchase agreement, satisfactory completion of various due diligence matters and certain required approvals. We provide no assurances that we will complete the proposed acquisitions. We do not have any other agreements or commitments to enter into any acquisitions, investments or licenses at this time.

As adjusted capitalization:		Based on the initial public offering price of $10.00 per share, as of March 31, 2019, on an as adjusted basis, our total capitalization, including indebtedness, would have been approximately $61.1 million.


Dilution:		Based on the initial public offering price of $10.00 per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2019 would have been approximately $27.8 million, or approximately $1.59 per share. This amount represents an immediate increase in as adjusted net tangible book value of $1.70 per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $8.41 per share to new investors purchasing shares of common stock in this offering.