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SEC Comment Letter for 1847 Holdings LLC (CIK 0001599407) (LBRA) — Apr 28, 2014

1847 Holdings LLC (CIK 0001599407)
Date: April 28, 2014 · CIK: 0001599407 · Accession: 0000000000-14-021313

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Reasoning

File numbers found in text: 333-193821

Referenced dates: April 15, 2014

Date
April 28, 2014
Author
/s/ Stacie D. Gorman
Form
UPLOAD
Company
1847 Holdings LLC (CIK 0001599407)

Letter

April 28, 2014 Via E -mail Ellery W. Roberts Chief Executive Officer 1847 Holdings LLC 590 Madison Avenue, 18th Floor New York, NY 10022

Re: 1847 Holdings LLC Amendment No. 3 to Registration Statement on Form S -1 Filed April 18, 2014 File No. 333-193821

Dear Mr. Roberts :

We have reviewed Amendment No. 3 to your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information . If you do not be lieve our comment applies 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 this comment , we may have additional comments.

General

1. We note your response to comment 6 of our letter dated April 15, 2014. With respect to your disclosure on page 6, and elsewhere, that Mr. Roberts has developed and grown businesses through the consummation of 29 acquisitions, please revise your disclosure to discuss the number of these businesses that Mr. Roberts sold. In additio n, please discuss the average length of time that Mr. Roberts spent growing these businesses before selling them, or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the fil ing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adeq uacy of the disclosures they have made.

Ellery W. Roberts 1847 Holdings LLC April 28, 2014 Page 2

Notwithstanding our comment, in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:

 should the C ommission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of th e effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the prop osed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

You may contact Isaac Esquivel, Staf f Accountant, at (202) 551 -3395, or Daniel Gordon, Branch Chief, at (202) 551 -3486 if you have questions regarding comments on the financial statements and related matters. Please contact Coy Garrison, Staff Attorney, at (202) 551 -3466, or me at (202) 551 -3585 with any other questions.

Sincerely,
/s/ Stacie D. Gorman

Show Raw Text
April 28, 2014

Via E -mail
Ellery W. Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Avenue, 18th Floor
New York, NY  10022

Re: 1847 Holdings LLC
Amendment No. 3 to Registration Statement on Form S -1
Filed April 18, 2014
  File No. 333-193821

Dear Mr. Roberts :

We have reviewed Amendment No. 3 to your registration statement  and have the
following comment.  Please respond to this letter by amending your registration statement and
providing the requested information .  If you do not be lieve our comment applies 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 this comment , we may have  additional comments.

General

1. We note your response to comment 6 of our letter dated April 15, 2014.  With
respect to your disclosure on page 6, and elsewhere, that Mr. Roberts has developed and
grown businesses through the consummation of 29 acquisitions, please revise your
disclosure to discuss the number of these businesses that Mr. Roberts sold.  In additio n,
please discuss the average length of time that Mr. Roberts spent growing these businesses
before selling them, or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fil ing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adeq uacy of the disclosures they have made.

Ellery W. Roberts
1847 Holdings LLC
April 28, 2014
Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the C ommission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of th e effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the prop osed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Isaac Esquivel, Staf f Accountant, at (202) 551 -3395, or Daniel Gordon,
Branch Chief, at (202) 551 -3486 if you have questions regarding comments on the financial
statements and related matters.   Please contact  Coy Garrison, Staff Attorney, at (202) 551 -3466,
or me at (202) 551 -3585 with any other questions.

Sincerely,

 /s/ Stacie D. Gorman

Stacie Gorman
Attorney -Advisor

cc: Louis Bevilacqua, Esq. ( via e -mail)