SEC Comment Letter for 1847 Holdings LLC (CIK 0001599407) (LBRA) — May 6, 2014
1847 Holdings LLC (CIK 0001599407)
Date: May 6, 2014 · CIK: 0001599407 · Accession: 0000000000-14-023032
AI Filing Summary & Sentiment
Reasoning
Letter
May 6, 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. 4 to Registration Statement on Form S -1 Filed May 1, 2014 File No. 333 -193821
Dear Mr. Roberts :
We have reviewed Amendment No. 4 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 believe our c omment 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.
Exhibit 5.1
1. Please refer to assumptions (ii) and (iv) in the third paragraph on page two of the opinion. Please revise these assumptions to exclude the registrant or explain to us why it is appropriate to assume that the registrant was duly created and had the power and authority to execute the reviewed documents. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules requi re. 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 adequacy of the disclosures they have made.
Ellery W. Roberts 1847 Holdings LLC May 6 , 2014 Page 2
Notwithstanding our comment, in the event you request ac celeration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it doe s 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 responsibil ity 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 la ws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acc eleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed 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, Staff Accountant, at (202) 551 -3395, or Daniel Gordon, Branch Chief, at (202) 551 -3486 if you have quest ions 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
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May 6, 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. 4 to Registration Statement on Form S -1 Filed May 1, 2014 File No. 333 -193821 Dear Mr. Roberts : We have reviewed Amendment No. 4 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 believe our c omment 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. Exhibit 5.1 1. Please refer to assumptions (ii) and (iv) in the third paragraph on page two of the opinion. Please revise these assumptions to exclude the registrant or explain to us why it is appropriate to assume that the registrant was duly created and had the power and authority to execute the reviewed documents. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules requi re. 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 adequacy of the disclosures they have made. Ellery W. Roberts 1847 Holdings LLC May 6 , 2014 Page 2 Notwithstanding our comment, in the event you request ac celeration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it doe s 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 responsibil ity 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 la ws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acc eleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed 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, Staff Accountant, at (202) 551 -3395, or Daniel Gordon, Branch Chief, at (202) 551 -3486 if you have quest ions 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)