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June 5, 2023
Timothy M. Fesenmyer
Partner
King & Spalding LLP
1185 Avenue of the Americas
34th Floor
New York, NY 10036
Re:RumbleOn, Inc.
PREC14A filed May 25, 2023
File No. 001-38248
Dear Timothy M. Fesenmyer:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed May 25, 2023
General
1.Please confirm that, to the extent the Coulter-Tkach Group amends its proposals in light of
recent developments, you will revise your proxy statement and proxy card accordingly.
2.We note that the proxy statement numbers the Coulter-Tkach Group Proposals from 1
through 6, while the proxy card numbers such proposals 5 through 10.  To avoid
confusion, please ensure alignment, through duplicate numbering in the proxy statement
or otherwise.
3.For Coulter-Tkach Group Proposals 4 and 5 (Proposals 8 and 9 on the proxy card), the
Board recommendation appears to be inconsistently presented as either "Against" or
"Withhold."  Please ensure consistency, or advise.

 FirstName LastNameTimothy M. Fesenmyer
 Comapany NameKing & Spalding LLP
 June 5, 2023 Page 2
 FirstName LastName
Timothy M. Fesenmyer
King & Spalding LLP
June 5, 2023
Page 2
Questions and Answers about Our Annual Meeting, page 1
4.We note the following disclosure on page 3: "Withheld votes and broker non-votes will be
counted for purposes of determining if there is a quorum at the Annual Meeting for this
vote but will not be counted as votes cast and will result in the applicable nominee(s)
receiving fewer votes cast “FOR” such nominee(s)" (emphasis added).  To avoid the
mistaken impression that withheld votes or broker non-votes could result in the
deduction of "FOR" votes for a nominee, please remove the last clause of the sentence, or
advise.  Please do the same on pages 13 and 15.
5.We note the reference on page 4 and elsewhere in the proxy statement to Section 78.33 of
the Nevada Revised Statutes.  Please correct the reference to Section 78.335, or advise.
6.At the bottom of page 4, please present a full list of the Board's recommendations on the
Coulter-Tkach Group Proposals.
7.We note the following disclosure on page 5: "If you submit and sign a proxy but do not
provide instructions or if your instructions are unclear, the persons named as proxies will
vote your shares in accordance with the recommendations of the Board, as set forth
above" (emphasis added).  Such disclosure is unclear, and would appear potentially to
give broad discretion to the proxy holders that may be inconsistent with Rule 14a-4.
Please revise, or advise.
Coulter-Tkach Group Proposals, page 39
8.The reference to the "Steven Pully Election Proposal" in the second paragraph on page 40
appears to be incorrect.  Please revise, or advise.

            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions