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 1847 Holdings LLC

 260 Madison Avenue, 8th Floor

 New York, NY 10016

 June 5, 2025

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC. 20549

 Attn: Rebekah Reed

 Re: 1847 Holdings LLC

 Registration Statement on Form S-1

 Filed April 7, 2025

 File No. 333-286427

 Ladies and Gentlemen:

 We hereby submit the responses of 1847 Holdings
LLC (the “ Company ”) to the comments of the staff (the “ Staff ”) of the U.S. Securities and Exchange
Commission (the “ Commission ”) set forth in the Staff’s letter, dated April 28, 2025, providing the Staff’s
comments with respect to the Company’s Registration Statement on Form S-1 (as amended, the “ Registration Statement ”).
For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the
Company.

 Registration Statement on Form S-1 filed April 7, 2025

 Cover Page

 1. Disclose on the cover page and in the Offering section the current exercise price of the warrants and
summarize the exercise price reset provisions of the warrants. Highlight the number of shares underlying the Series A and Series B warrants
that have already been registered, and state whether you are registering the remaining maximum number of shares that could be issued upon
exercise of the Series A and Series B warrants. If you are not, quantify the estimated number of remaining shares. Describe the zero exercise
price provision of the Series A warrants and that the number of shares issuable upon exercise of the Series A warrants therefore increases
as the stock price falls below the initial exercise price of the warrants.

 Response : We have revised the
Registration Statement to address the Staff’s comment. Specifically, we have disclosed the current exercise price of the series
A warrants and series B warrants, and we have summarized the exercise price reset provisions applicable to each series. We have also clarified
the number of shares underlying the series A warrants and series B warrants that have already been registered. The Registration Statement
now states that we are registering the maximum number of shares that could be issued upon exercise of the series A warrants and series
B warrants, based on the current Floor Price. However, because the Floor Price is subject to adjustment upon the occurrence of each
Share Combination Event (as defined in the Registration Statement), it is not possible to quantify the absolute maximum number of shares
that could ultimately be issued upon exercise of these warrants. We have included disclosure to this effect, noting that, absent a Share
Combination Event, the number of shares registered represents the maximum issuable upon exercise of the warrants.

 With respect to the series A warrants,
we respectfully advise the Staff that the statement that the number of shares issuable upon exercise of the series A warrants increases
as the stock price falls below the initial exercise price is not accurate. The series A warrants are subject to the same adjustment provisions
as the series B warrants, as described in response to Comment 3 below, and do not have any special or unique adjustment features. The
primary distinction is that the series B warrants may be exercised on a standard cashless (net exercise) basis, while the series A warrants
may be exercised on an alternative cashless basis for 1.25 common shares, with no payment in cash or shares required.

 Prospectus Summary

 Private Placement Transaction, page 2

 2. Please remove your reference to the “alternate cashless exercise option” of the Series
A warrants and instead use the term “zero exercise price” or another appropriate term to convey that, in addition to the company
receiving no cash upon the “cashless exercise,” the Series A warrant holders would be entitled to receive more shares than
they would under the cash exercise terms. Where you state on the cover page and in the Offering and Use of Proceeds section that you
will not receive any proceeds from exercise of the Series A warrants, disclose why this is the case.

 Response : We respectfully advise
the Staff that the term “alternative cashless exercise” was used in the Registration Statement because that is the term used
in the series A warrants and we believe that it better distinguishes the provision in the series A warrants from the standard “cashless
exercise” provision contained in the series B warrants. However, we have added the following sentence after the description of this
provision: “Accordingly, each series A warrant may be exercised on a cashless (zero exercise price) basis for 1.25 common shares.”

 We have also added the following statement
in the Use of Proceeds descriptions per the Staff’s comment: “We will not receive any proceeds from the exercise of the series
A warrants held by the selling shareholders because they may be exercised on a cashless basis (zero exercise price) for 1.25 common shares
under the alternative cashless exercise provision contained in the series A warrants.”

 3. We note that the exercise price of the Series A and Series B warrants has reached the adjusted floor
price. State clearly whether the exercise price may be adjusted further downwards, and if so, describe and provide examples of circumstances
that would result in such adjustment(s).

 Response : We respectfully advise
the Staff that the above statement is not accurate. The exercise prices of the series A warrants and the series B warrants have not reached
the floor price of $0.054 and remain at $0.81 and $0.54, respectively. As stated in the Registration Statement, the exercise prices are
subject to adjustment (i) in the event of a Share Combination Event (as defined in the Registration Statement), (ii) on the Reset Date
(as defined in the Registration Statement) and (iii) in the event of a subsequent equity sale at a lower price than the exercise prices
then in effect. There have been no Share Combination Events or subsequent equity sales since the warrants were issued. With respect to
the Reset Date, that has not yet occurred because, as is stated in the definition of Reset Date, the Reset Date occurs on the earlier
of (i) the date on which for twenty (20) consecutive trading days all Registrable Securities (as defined in the Registration
Statement) have become and remained registered pursuant to an effective registration statement, (ii) the date on which the holder, for
twenty (20) consecutive trading days, can sell all Registrable Securities pursuant to Rule 144 without restriction or limitation
or (iii) twelve (12) months and twenty (20) trading days immediately following the issuance date of the warrants. Since all
of the Registrable Securities are not yet registered, the Reset Date has not yet occurred. We have added the following statement to the
Registration Statement: “For the avoidance of doubt, while the Floor Price has been adjusted to $0.054, to date there have not been
any adjustments to the exercise prices of the series A warrants and the series B warrants.”

 Risk Factors, page 7

 4. Add a risk factor to address the substantial dilutive impacts of the Series A and Series B warrants,
including due to the exercise price reset provisions and the zero exercise price provision, or “alternate cashless exercise option,”
of the Series A warrants. Highlight that the number of shares issuable pursuant to exercise of the warrants has already been adjusted
upwards, as well as the discrepancy between the maximum number of shares that may be issuable upon exercise of the warrants and your currently
outstanding common shares.

 Response : We have revised the
Registration Statement in accordance with the Staff’s comment, except with respect to the statement that the number of shares has
already been adjusted upwards, as that is not the case.

 General

 5. We note from risk factor disclosure and your current report on Form 8-K filed April 7, 2025, that your
common shares have been delisted from NYSE American pursuant to Section 1003(f)(v) of the NYSE American Company Guide, which provides
for consideration of suspension “[i]n the case of a common stock selling for a substantial period of time at a low price per share,
if the issuer shall fail to effect a reverse split of such shares within a reasonable time after being notified that the Exchange deems
such action to be appropriate.” Please enhance your risk factor at page 7 to elaborate on the reasoning for the delisting and disclose
whether you have plans to seek shareholder approval for a reverse stock split or otherwise how you intend to regain compliance with NYSE
American listing standards. If applicable, state the impact that a reverse stock split would have on the floor price of the Series A and
Series B warrants and the total number of common shares issuable pursuant to such warrants.

 Response : We have revised the
risk factor to elaborate on the reasoning for the delisting and have disclosed that, due to new NYSE American rules limiting reverse splits,
we will be unable to complete a reverse split until at least July 2026.

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 6. We note that you are registering for resale common shares accounting for approximately 2,933% of your
outstanding shares and that the selling shareholders appear to be insulated from market risk as a result of the exercise price reset provisions
of the Series A and Series B warrants. Please provide us with a detailed legal analysis as to why you believe that the offering by the
selling shareholders should be characterized as a secondary offering rather than an indirect primary offering. Address the circumstances
under which the selling shareholders acquired the warrants, the nature of the relationships between the issuer and the selling shareholders,
and the provisions of the warrants which mitigate selling shareholders’ investment risk. In this regard, we note that the exercise
prices have already been adjusted downwards to the floor price, which may further lower upon certain events. To the extent that this is
an indirect primary offering, identify the selling shareholders as underwriters and provide a fixed price at which the selling shareholders
will sell the securities for the duration of the offering. For guidance, please refer to Question 612.09 of Securities Act Rule Compliance
and Disclosure Interpretations, as well as Question 139.11 of Securities Act Sections Compliance and Disclosure Interpretations.

 Response : For the reasons discussed
below, we respectfully submit that the offering contemplated by the Registration Statement (the “ Offering ”) is a valid
secondary offering by or on behalf of the selling shareholders that may be registered for sale on a continuous basis pursuant to Rule
415(a)(1)(i) under the Securities Act of 1933, as amended (the “ Securities Act ”).

 We offer that a careful consideration
of the guidance provided by Question 612.09 of Securities Act Rule Compliance and Disclosure Interpretations (“ C&DI 612.09 ”)
and Question 139.11 of Securities Act Sections Compliance and Disclosure Interpretation (“ C&DI 139.11 ”) supports
a conclusion that the Offering does not amount to a distribution by the selling shareholders on behalf of the Company.

 As discussed below, the securities
the Company seeks to include in the Registration Statement were issued pursuant to a private placement transaction that was completed
on December 16, 2024 in which certain purchasers (the “ Investors ”) acquired their securities in a valid private placement
made in reliance on Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder (the “ Private Placement ”).
The securities sold in the Private Placement consisted of 42,311,118 units comprised of: (i) 3,437,210 common shares (the “ Offered
Shares ”) and pre-funded warrants for the purchase of 38,873,908 common shares (the “ Pre-Funded Warrants ”),
(ii) series A warrants to purchase 42,311,118 common shares (the “ Series A Warrants ”) and (iii) series B warrants to
purchase 42,311,118 common shares (the “ Series B Warrants ” and together with the Series A Warrants, the “ Warrants ”).
The Warrants, the Offered Shares and the Pre-Funded Warrants are referred to herein as the “ Securities .” The Warrants
include a “blocker” provision which prohibits exercise of a Warrant if the Investor would beneficially own in excess of 4.99%
(or, upon election by the Investor prior to the issuance of any Warrant, 9.99%) of the number of common shares outstanding immediately
after giving effect to the issuance of common shares issuable upon exercise of the Warrant (the “ Blocker ”). The issuance
of the common shares underlying the Warrants was approved by the Company’s shareholders at the special meeting held on March 11,
2025 called for the purpose of, among other things, approving an increase in the number of authorized common shares to 2,000,000,000 and
approving the issuance of common shares upon the exercise of the Pre-Funded Warrants and the Warrants (the “ Shareholder Approval ”).

 Each of the Investors unconditionally
paid the aggregate purchase price in full for its Securities at the time of issuance. Thus, the Investors were at market risk from the
moment they acquired their Securities and continue to be at market risk today with respect to their investment. While the Warrants contain
reset provisions, those provisions do not obviate the market risks taken by the Investors, including the risk that Shareholder Approval
would not be obtained, the risk of bankruptcy or the risk that the market price of the common shares falls below the floor price contained
in the Warrants.

 We believe that a careful consideration
of all of the factors enumerated in C&DI 612.09 amply supports the conclusion that the registration and sale of the common shares
pursuant to the Registration Statement constitutes a valid secondary offering and not an offering “by or on behalf of the registrant.”

 A. Background

 The Company is seeking to register
778,524,571 common shares issuable upon the exercise of the Warrants (the “ Registration Shares ”) sold in the Private
Placement. The Registration Shares may be offered and sold by the selling shareholders, who are unrelated to each other.

 In connection with the Private Placement,
each Investor entered into a Securities Purchase Agreement, dated December 13, 2024 (the “ SPA ”), in which the Investor
made customary investment and private placement representations to the Company, including, among others, that such Investor (i) was an
“accredited investor” as defined in Rule 501(a) under the Securities Act, (ii) was purchasing its Securities for its own account
and (iii) did not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities.

 In addition, the Company granted certain
customary registration rights to each Investor by virtue of a Registration Rights Agreement executed by each Investor, pursuant to which
the Registration Statement was filed.

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 B. Rule 415 Analysis

 In 1983, the Commission adopted Rule
415 under the Securities Act to permit the registration of offerings to be made on a delayed or continuous basis. Rule 415 specifies certain
conditions that must be met by an issuer in order to avail itself of the Rule. In relevant part, Rule 415 provides:

 “(a) Securities may be registered
for an offering to be made on a continuous or delayed basis in the future, Provided, That:

 (1) The registration statement pertains only to:

 (i) Securities which are to be offered or sold solely by or on behalf of a person or persons other than the
registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary;…[or]

 (x) Securities registered (or qualified to be registered) on Form S–3 or Form F–3 (§239.13
or§239.33 of this chapter) which are to be offered and sold on an immediate, continuous or delayed basis by or on behalf of the