SEC Company Response from 1847 Goedeker Inc. (POLCQ) (CIK 0001810140) — May 27, 2021
1847 Goedeker Inc. (POLCQ) (CIK 0001810140)
Date: May 27, 2021 · CIK: 0001810140 · Accession: 0001213900-21-029519
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File numbers found in text: 333-255709
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CORRESP
1
filename1.htm
May 27, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
RE: 1847 Goedeker Inc. (“Company”)
Registration Statement on Form S-1
(File No. 333-255709) (the “Registration Statement”)
Ladies and Gentlemen:
Pursuant to Rule 461 of the
General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity,
a division of Fordham Financial Management Inc., as representative of the underwriters of the offering, hereby joins the request of the
Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on
Thursday, May 27, 2021, at 5:30 p.m., ET, or as soon thereafter as practicable.
Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several
underwriters, wish to advise you that, through May 27, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary
Prospectus dated May 24, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
THINKEQUITY
A Division of Fordham Financial Management, Inc.
By:
/s/ Kevin Mangan
Name:
Kevin Mangan
Title:
Managing Director,
Head of Equity Syndicate