SecProbe.io

October 4, 2019
Ellery Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Re:1847 Holdings LLC
Amendment No. 1 to
Offering Statement on Form 1-A
Filed September 26, 2019
File No. 024-11064
Dear Mr. Roberts:
            We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 19, 2019 letter.
Amendment No. 1 to Form 1-A filed September 26, 2019
Liquidity and Capital Resources, page 51
1.We note your response to comment 6.  Additionally, we note your statement that you
"believe additional funds are required to execute [your] business plan."  Please clarify the
approximate amount of funds management believes is necessary to execute your business
plan.  We also note that you have developed plans to return to full compliance with the
loan and security agreements with Burnley and SBCC.  Please revise your liquidity
disclosure to discuss your plans to regain compliance under the loan and security
agreements.

 FirstName LastNameEllery Roberts
 Comapany Name1847 Holdings LLC
 October 4, 2019 Page 2
 FirstName LastName
Ellery Roberts
1847 Holdings LLC
October 4, 2019
Page 2
Executive Compensation, page 104
2.Please include your executive compensation disclosure in the required tabular format.  See
Item 402(n)(1) of Regulation S-K.
1847 Holdings LLC Unaudited Consolidated Financial Statements for the Six Months Ended
June 30, 2019
Note 13 - Promissory Notes, page F-23
3.In your response to comment 10, you indicate that there are no cross-default provisions
that would require other notes payable, loans payable and lease liabilities to be classified
as current.  Disclosures on pages 58 and F-25 indicate that the 9% Subordinated
Promissory Note contains a cross-default provision, whereby a default under the revolving
loan with Burnley or term loan with SBCC will also constitute an event of default under
the note.  Please explain why default on the loans with Burnley and SBCC will not trigger
a default on this note.  Refer to ASC 470-10- 45 and ASC 470-10-55-4.
Unaudited Pro Forma Combined Financial Information
Pro Forma Combined Statement of Operations
Six Months Ended June 30, 2019, page F-93
4.Please tell us why there are no pro forma adjustments in your pro forma statement of
operations for the six months ended June 30, 2019 or make the appropriate revisions to
include them, along with footnotes explaining the pro forma adjustments.  Refer to Rule
8-05(b) of Regulation S-X.
            You may contact Joanna Lam at 202-551-3476 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jonathan Burr at 202-551-5833 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services