July 15, 2020
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94597.00004
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Re: |
Morgan Group Holding Co.
Registration Statement on Form S-1 Filed on May 26, 2020 File No. 333-238702 |
1.
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Please specify in this section that following the spin-off, in addition to receiving “services and an allocation of office space from GAMCO Investors, Inc.,
ACG and affiliates under common control with us by Mario J. Gabelli pursuant to existing expense sharing agreements,” you and ACG will be both be controlled by Mario J. Gabelli.
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2.
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Please describe how you intend to determine the distribution ratio. Please describe any analyst reports or other materials used as well as whether any
persons or entities involved in setting the distribution ratio have any interests in the spin-off and its related transactions. Indicate whether you intend to seek a fairness opinion.
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Number of Shares of ACG
Common Stock held by Holder
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Number of Shares of our Common Stock
to be Distributed to Holder*
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1
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—
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50
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1
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100
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2
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500
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11
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1,000
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22
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5,000
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111
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10,000
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223
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3.
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Please revise this section and the risk factor section to note the risks involved in this process due to the lack of established market for your shares and
that such a significant majority of your shares are held by related parties. Please indicate if you anticipate that any such aggregated shares will be purchased by related parties.
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4.
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Please confirm that none of your agreements with ACG will be amended as a result of the spin-off.
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5.
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Please update us with your current intentions regarding your proposed 1-for-100 reverse split including what impact this will have on your current
shareholders.
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Sincerely,
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/s/ Michael L. Zuppone, Esq. |
cc: |
Joseph L. Fernandez, Morgan Group Holding Co.
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