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SEC Comment Letter 0000000000-23-001732 to 1847 Holdings LLC (LBRA)

1847 Holdings LLC
Date: Feb. 21, 2023 · CIK: 0001599407 · Accession: 0000000000-23-001732

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File numbers found in text: 333-269510, 333-269512

Date
February 21, 2023
Author
Scott Anderegg
Form
UPLOAD
Company
1847 Holdings LLC

Letter

United States securities and exchange commission logo February 21, 2023 Ellery W. Roberts Chief Executive Officer 1847 Holdings LLC 590 Madison Avenue, 21st Floor New York, NY 10022 Re:1847 Holdings LLC Registration Statement on Form S-3 Filed February 1, 2023 File No. 333-269512 Dear Ellery W. Roberts: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe 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 our comment, we may have additional comments. Registration Statement on Form S-3 filed on February 1, 2023 General 1.We note that this is a resale offering that include common shares issuable upon the exercise of warrants. Please tell us whether this registration statement is registering the resale of the common shares you are attempting to register on a primary offering basis on your registration statement on Form S-3 (333-269510). We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

FirstName LastNameEllery W. Roberts Comapany Name1847 Holdings LLC February 21, 2023 Page 2 FirstName LastName Ellery W. Roberts 1847 Holdings LLC February 21, 2023 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Scott Anderegg at 202-551-3342 or Dieter King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services

Show Raw Text
United States securities and exchange commission logo
February 21, 2023
Ellery W. Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Re:1847 Holdings LLC
Registration Statement on Form S-3
Filed February 1, 2023
File No. 333-269512
Dear Ellery W. Roberts:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe 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 our comment, we may have additional comments.
Registration Statement on Form S-3 filed on February 1, 2023
General
1.We note that this is a resale offering that include common shares issuable upon the
exercise of warrants.  Please tell us whether this registration statement is registering the
resale of the common shares you are attempting to register on a primary offering basis on
your registration statement on Form S-3 (333-269510).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameEllery W. Roberts
 Comapany Name1847 Holdings LLC
 February 21, 2023 Page 2
 FirstName LastName
Ellery W. Roberts
1847 Holdings LLC
February 21, 2023
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Scott Anderegg at 202-551-3342 or Dieter King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services