SecProbe.io

CORRESP
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 filename1.htm

 901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038

 May 14, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 RumbleOn, Inc.

 Registration Statement on Form S-3

 File No. 333-287116

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, RumbleOn, Inc. (the "Registrant") hereby requests acceleration of the effective date of its Registration
Statement on Form S-3 (File No. 333-287116), so that it may become effective at 4:30 p.m. Eastern time on May 16, 2025 or as soon thereafter
as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff.

 Please contact Bryan D. Flannery of Akin Gump
Strauss Hauer & Feld LLP, counsel to the Registrant, at (713) 250-3579, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 By:
 /s/ Melissa Bengtson

 Name:
 Melissa Bengtson

 Title:
 Chief Legal Officer

 cc:
 Bryan D. Flannery, Akin Gump Strauss Hauer & Feld LLP

 Kerry E. Berchem, Akin Gump Strauss Hauer & Feld LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2025

Michael Quartieri
Chief Executive Officer
RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038

 Re: RumbleOn, Inc.
 Registration Statement on Form S-3
 Filed May 9, 2025
 File No. 333-287116
Dear Michael Quartieri:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Marion Graham at 202-551-6521 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Bryan Flannery
</TEXT>
</DOCUMENT>

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901 W. Walnut Hill Lane, Suite 110A

Irving, Texas 75038

September 6, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    RumbleOn, Inc.

    Registration Statement on Form S-3

    File No. 333-281862

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. (the “Registrant”) hereby requests acceleration of the effective date
of its Registration Statement on Form S-3 (File No. 333-281862), so that it may become effective at 4:30 p.m. Eastern time on September
10, 2024 or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone
call to the staff.

    Very truly yours,

    By:
    /s/
    Brandy Treadway

    Name:
    Brandy Treadway

    Title:
    Chief Legal Officer

cc: Geoffrey L. Newton, Baker Botts L.L.P.

  Sarah Dodson, Baker Botts L.L.P.

September 5, 2024
Brandy Treadway
Chief Legal Officer
RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, TX 75038
Re:RumbleOn, Inc.
Registration Statement on Form S-3
Filed August 30, 2024
File No. 333-281862
Dear Brandy Treadway:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Sarah J. Dodson

CORRESP
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901 W. Walnut Hill Lane, Suite 110A

Irving, Texas 75038

November 9, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    RumbleOn, Inc.

Registration Statement on Form S-3

File No. 333-274859

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, RumbleOn, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its
Registration Statement on Form S-3 (File No. 333-274859), so that it may become effective at 4:30 p.m. Eastern time on November 13, 2023
or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to
the staff.

    Very truly yours,

    RUMBLEON, INC.

    By:
    /s/ Mathew W. Grynwald

    Name:
    Mathew W. Grynwald

    Title:
    General Counsel and Secretary

    cc:
    Geoffrey L. Newton, Baker Botts L.L.P.

 Sarah J. Dodson, Baker Botts L.L.P.

CORRESP
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RumbleOn, Inc.

901 W. Walnut Hill Lane, Suite 110A

Irving, Texas 75038

(214) 771-9952

October 18, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew Crispino

  Jan Woo

 Re: RumbleOn, Inc.

Registration Statement on Form S-3

Filed October 4, 2023

File No. 333-274859

To the addressees set forth
above:

This letter sets forth the
response of RumbleOn, Inc. (the “Company,” “we” and “our”)
to the comment set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”)
dated October 13, 2023 (the “Comment Letter”) relating to the Registration Statement on Form S-3, File No. 333-274859,
filed with the Securities and Exchange Commission on October 4, 2023 (the “Registration Statement”). We have
also revised the Registration Statement in response to the Staff’s comment and, concurrently with delivery of this letter, we are
publicly filing with the Securities and Exchange Commission a pre-effective Amendment No. 1 to the Registration Statement on Form S-3
(“Amendment No. 1”) that reflects this revision and generally updates certain information in the Registration
Statement.

To assist your review, set
forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the
Company with respect thereto and a statement identifying the location in Amendment No. 1 of the revised disclosure. Please note that all
references to page numbers in our responses refer to the page numbers of the registration statement included in Amendment No. 1.

Registration
Statement on Form S-3

Material U.S.
Federal Income Tax Consequences, page 38

 1. Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax consequences
of a transaction “are material to an investor and a representation as to tax consequences is set forth in the filing.” Please
file a tax opinion as an exhibit to the filing. We refer you to Section III.A.1 of Staff Legal Bulletin 19.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that the Company has revised pages 38 and II-3 and a tax opinion
will be filed with Amendment No. 1.

* * *

We appreciate your attention
to this matter and hope the foregoing answer is responsive to your comment. Please direct any questions or comments regarding this correspondence
to the undersigned or to our counsel, Geoffrey L. Newton of Baker Botts L.L.P. at (214) 953-6753 or Sarah J. Dodson of the same firm at
(214) 953-6585.

    Very truly yours,

    RumbleOn, Inc.

    By:
    /s/ Mathew W. Grynwald

    Name:
    Mathew W. Grynwald

    Title:
    General Counsel

    cc:
    Geoffrey L. Newton, Baker Botts L.L.P.

    Sarah J. Dodson, Baker Botts L.L.P.

United States securities and exchange commission logo
October 13, 2023
Mathew W. Grynwald
General Counsel
RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038
Re:RumbleOn, Inc.
Registration Statement on Form S-3
Filed October 4, 2023
File No. 333-274859
Dear Mathew W. Grynwald:
            We have conducted a limited review of 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 a 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 this letter, we may have additional comments.
Registration Statement on Form S-3
Material U.S. Federal Income Tax Consequences, page 38
1.Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax
consequences of a transaction “are material to an investor and a representation as to tax
consequences is set forth in the filing.” Please file a tax opinion as an exhibit to the filing.
We refer you to Section III.A.1 of Staff Legal Bulletin 19.
            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.
            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.

 FirstName LastNameMathew W. Grynwald
 Comapany NameRumbleOn, Inc.
 October 13, 2023 Page 2
 FirstName LastName
Mathew W. Grynwald
RumbleOn, Inc.
October 13, 2023
Page 2
            Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah J. Dodson

United States securities and exchange commission logo
June 5, 2023
Timothy M. Fesenmyer
Partner
King & Spalding LLP
1185 Avenue of the Americas
34th Floor
New York, NY 10036
Re:RumbleOn, Inc.
PREC14A filed May 25, 2023
File No. 001-38248
Dear Timothy M. Fesenmyer:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed May 25, 2023
General
1.Please confirm that, to the extent the Coulter-Tkach Group amends its proposals in light of
recent developments, you will revise your proxy statement and proxy card accordingly.
2.We note that the proxy statement numbers the Coulter-Tkach Group Proposals from 1
through 6, while the proxy card numbers such proposals 5 through 10.  To avoid
confusion, please ensure alignment, through duplicate numbering in the proxy statement
or otherwise.
3.For Coulter-Tkach Group Proposals 4 and 5 (Proposals 8 and 9 on the proxy card), the
Board recommendation appears to be inconsistently presented as either "Against" or
"Withhold."  Please ensure consistency, or advise.

 FirstName LastNameTimothy M. Fesenmyer
 Comapany NameKing & Spalding LLP
 June 5, 2023 Page 2
 FirstName LastName
Timothy M. Fesenmyer
King & Spalding LLP
June 5, 2023
Page 2
Questions and Answers about Our Annual Meeting, page 1
4.We note the following disclosure on page 3: "Withheld votes and broker non-votes will be
counted for purposes of determining if there is a quorum at the Annual Meeting for this
vote but will not be counted as votes cast and will result in the applicable nominee(s)
receiving fewer votes cast “FOR” such nominee(s)" (emphasis added).  To avoid the
mistaken impression that withheld votes or broker non-votes could result in the
deduction of "FOR" votes for a nominee, please remove the last clause of the sentence, or
advise.  Please do the same on pages 13 and 15.
5.We note the reference on page 4 and elsewhere in the proxy statement to Section 78.33 of
the Nevada Revised Statutes.  Please correct the reference to Section 78.335, or advise.
6.At the bottom of page 4, please present a full list of the Board's recommendations on the
Coulter-Tkach Group Proposals.
7.We note the following disclosure on page 5: "If you submit and sign a proxy but do not
provide instructions or if your instructions are unclear, the persons named as proxies will
vote your shares in accordance with the recommendations of the Board, as set forth
above" (emphasis added).  Such disclosure is unclear, and would appear potentially to
give broad discretion to the proxy holders that may be inconsistent with Rule 14a-4.
Please revise, or advise.
Coulter-Tkach Group Proposals, page 39
8.The reference to the "Steven Pully Election Proposal" in the second paragraph on page 40
appears to be incorrect.  Please revise, or advise.

            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions

United States securities and exchange commission logo
April 17, 2023
Travis J. Wofford
Partner
Baker Botts L.L.P.
910 Louisiana St.
Houston, TX 77002
Re:RumbleOn, Inc.
PREC14A filed April 5, 2023
Filed by Mark Tkach et al.
File No. 001-38248
Dear Travis J. Wofford:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond.  If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Note that capitalized terms used here but not otherwise defined have the same
meaning as in the proxy statement listed above.
PREC14A filed April 5, 2023
General
1.We note the following disclosure on page 2:  "The Investor Group and the Company will
each be using a universal proxy card for voting on the election of directors at the 2023
Annual Meeting, which will include the names of all nominees for election to the Board."
Please clarify here (and elsewhere where a similar statement appears), if true, that the
Company's proxy card will include the names of the Investor Class II Nominees but not
the other Investor Nominees.
2.We note the following disclosure on page 3:  "IF YOU VOTE ON AT LEAST ONE
NOMINEE BUT FEWER THAN TWO NOMINEES FOR PROPOSAL 1, YOUR
SHARES WILL ONLY BE VOTED “FOR” THOSE NOMINEES YOU HAVE SO
MARKED."  To avoid potentially confusing shareholders, please replace "those

 FirstName LastNameTravis J. Wofford
 Comapany NameBaker Botts L.L.P.
 April 17, 2023 Page 2
 FirstName LastNameTravis J. Wofford
Baker Botts L.L.P.
April 17, 2023
Page 2
nominees" with "the nominee" or "that nominee," or advise.  Please do the same on page
37 and on the proxy card.
3.We note the following disclosure on page 3:  "IF YOU VOTE “FOR” MORE THAN
TWO NOMINEES FOR PROPOSAL 1 ON A WHITE UNIVERSAL PROXY CARD
THAT YOU RETURN TO FIRST COAST RESULTS INC., INDEPENDENT
TABULATOR ON BEHALF OF OKAPI PARTNERS LLC (“OKAPI”), YOUR
SHARES WILL BE VOTED “FOR” THE INVESTOR CLASS II NOMINEES (OR THE
ALTERNATE INVESTOR NOMINEE, AS APPLICABLE) AND TO “WITHHOLD”
ON THE OPPOSED COMPANY NOMINEES."  We also note the similar statement
regarding voting instruction forms in the subsequent paragraph.  Please provide a detailed
legal analysis supporting the validity of this approach both under the federal proxy rules,
in particular Rule 14a-4(e), and under applicable state law.  Alternatively, please amend
the disclosure here (and similar disclosure elsewhere, including on the proxy card) to
provide that an overvote on Proposal 1 will result in the votes on that proposal being
invalid and not counted.
4.We note the following disclosure on page 4:  "In the event that any Primary Investor
Nominee is unable (due to death, disability or otherwise) or hereafter becomes unwilling
for any reason to serve as a director, the proxies named on the enclosed WHITE universal
proxy card will be voted “FOR” Mark Tkach in place of such Primary Investor
Nominee."  Please revise such disclosure (and similar disclosure throughout the proxy
statement and on the proxy card) so as to ensure consistency with the limits of
discretionary authority outlined in Rule 14a-4(c)(5), which states that you may use
discretionary authority to vote for a substitute nominee if a named nominee is "unable to
serve or for good cause will not serve."
5.We note the disclosure regarding the vote required for Proposals 5 and 6.  Please expand
the disclosure to clarify why two conflicting vote standards are disclosed, and please
disclose whether the Participants have a view as to which vote standard legally applies.
Proposal 8: Election of Kyle Beaird, page 22
6.We note the following disclosure:  "Proposal 8 is conditioned, in part, upon Proposal 6.  If
none of the members of the Board are removed pursuant to Proposal 6 and/or there are no
vacancies to fill other than as a result of Proposal 5, Kyle Beaird (or the Alternate Investor
Nominee) cannot be elected pursuant to this Proposal 8."  Please expand the disclosure to
explain clearly, if true, that as of the present, no director has filled the vacancy created by
the resignation of Denmar Dixon, and therefore Mr. Beaird could be elected on the basis
of Proposal 8 alone.
Cost and Method of Solicitation, page 42
7.We note the statement that proxies may be solicited by, among other means, telegraph.
Please advise as to whether the reference to telegraph is accurate, or delete it.

 FirstName LastNameTravis J. Wofford
 Comapany NameBaker Botts L.L.P.
 April 17, 2023 Page 3
 FirstName LastName
Travis J. Wofford
Baker Botts L.L.P.
April 17, 2023
Page 3
8.Please clarify the following sentence, which appears to be missing words:  "The Board,
which will consist of two of six directors of the Board, if the Investor Class II Nominees
are elected, or four of seven directors, if all of the Primary Investor Nominees are elected,
would be required... ."

            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions

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901 W. Walnut Hill Lane

Irving, Texas 75038

August 24, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Kathleen Krebs, Special Counsel

Re:  RumbleOn, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-266855

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
RumbleOn, Inc. (the “Company”) hereby requests that the effectiveness of the Registration Statement referenced above be accelerated
so that the Registration Statement may become effective at 4:00 p.m. Eastern Time on Thursday, August 25, 2022, or as soon as possible thereafter.

Once the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

RUMBLEON, INC.

By: /s/ Michael Francis

Michael Francis

General Counsel

cc: Christina C. Russo, Akerman LLP

United States securities and exchange commission logo
August 22, 2022
Marshall Chesrown
Chief Executive Officer and Chairman
RumbleOn, Inc.
901 W. Walnut Hill Lane
Irving, TX 75038
Re:RumbleOn, Inc.
Registration Statement on Form S-1
Filed August 15, 2022
File No. 333-266855
Dear Mr. Chesrown:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christina C. Russo, Esq.

United States securities and exchange commission logo
October 14, 2021
Marshall Chesrown
Chairman and Chief Executive Officer
RumbleOn, Inc.
901 W. Walnut Hill Lane
Irving, Texas 75038
Re:RumbleOn, Inc.
Registration Statement on Form S-3
Filed October 8, 2021
File No. 333-260151
Dear Mr. Chesrown:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christina Russo

CORRESP
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901 W. Walnut Hill Lane

Irving, Texas 75038

October 13, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Alexandra Barone

    Re:
    RumbleOn, Inc.

    Registration Statement on Form S-3

    File No. 333-260151

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-260151)
filed with the Securities and Exchange Commission (the “Commission”) on October 8, 2021 be declared effective by the
Commission at or after 4:00 p.m. Eastern Time on Friday, October 15, 2021, or as soon thereafter as practical.

Once the Registration Statement is declared effective, please orally confirm
that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

RUMBLEON, INC.

    By:
    /s/ Michael Francis

    Michael Francis

    General Counsel

cc: Christina C. Russo, Akerman LLP

CORRESP
1
filename1.htm

901 W. Walnut Hill Lane

Irving, Texas 75038

September 8, 2021

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RumbleOn, Inc.

Registration
Statement on Form S-3

File
No. 333-259337

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended, RumbleOn, Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-259337)
filed with the Securities and Exchange Commission (the “Commission”) on September 3, 2021 be declared effective by
the Commission at or before 4:00 p.m. Eastern Time on Friday, September 10, 2021, or as soon thereafter as practical.

Once the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

RUMBLEON, INC.

 By: /s/ Michael Francis

Michael
Francis

General Counsel

 cc: Anna Abramson, Staff Attorney

United States securities and exchange commission logo
September 8, 2021
Marshall Chesrown
Chief Executive Officer
RumbleOn, Inc.
901 W. Walnut Hill Lane
Irving, Texas 75038
Re:RumbleOn, Inc.
Registration Statement on Form S-3
Filed September 3, 2021
File No. 333-259337
Dear Mr. Chesrown:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christina Russo

CORRESP
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RumbleOn, Inc.

901 W. Walnut Hill Lane

Irving, Texas 75038

Telephone: (214) 771-9952

June 24, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    RumbleOn, Inc.

    Registration Statement on Form S-3

    File No. 333-257198

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended, RumbleOn, Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-257198)
filed with the Securities and Exchange Commission (the “Commission”) on June 21, 2021 be declared effective by the
Commission at or before 4:00 p.m. Eastern Time on Monday, June 28, 2021, or as soon thereafter as practical.

Please call Michael Francis and Christina Russo at Akerman LLP at (305)
982-5581 or (305) 982-5531 as soon as the Registration Statement has been declared effective.

Thank you for your assistance.

Sincerely,

/s/ Marshall Chesrown

Marshall Chesrown

Chief Executive Officer

United States securities and exchange commission logo
June 24, 2021
Marshall Chesrown
Chairman and Chief Executive Officer
RumbleON, Inc.
901 W. Walnut Hill Lane
Irving, Texas 75038
Re:RumbleON, Inc.
Registration Statement on Form S-3
Filed June 21, 2021
File No. 333-257198
Dear Mr. Chesrown:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jan Woo, Legal Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christina Russo

CORRESP
1
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rmbl_corres

RUMBLEON, INC.

901 W. Walnut Hill Lane

Irving, Texas 75038

June
30, 2020

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:
RumbleOn, Inc.

Registration
Statement on Form S-3

File
No. 333-239285

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. hereby
requests that its Registration Statement on Form S-3 (File No.
333-239285) filed with the Securities and Exchange Commission (the
“Commission”) on June 26,
2020 be declared effective by the Commission at or before 4:00 p.m.
Eastern Time on Tuesday, June 30, 2020, or as soon thereafter as
practical.

Once
the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Michael
Francis at (305) 982-5581.

Very
truly yours,

RUMBLEON,
INC.

By: /s/ Steven R.
Berrard

Name:
Steven R. Berrard

Title:
Chief Financial Officer

United States securities and exchange commission logo
June 23, 2020
Steven R. Berrard
Chief Financial Officer
RumbleON, Inc.
901 W Walnut Hill Lane
Irving TX 75038
Re:RumbleON, Inc.
Registration Statement on Form S-1
Filed June 19, 2020
File No. 333-239285
Dear Mr. Berrard:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jan Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Francis

October 29, 2019
Marshall Chesrown
Chief Executive Officer
RumbleON, Inc.
1350 Lakeshore Drive, Suite 160
Coppell, TX 75019
Re:RumbleON, Inc.
Registration Statement on Form S-3
Filed October 25, 2019
File No. 333-234340
Dear Mr. Chesrown:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Francis, Esq.

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Blueprint

RUMBLEON, INC.

1350 Lakeshore Drive, Suite 160

Coppell, Texas 75019

October
29, 2019

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

RumbleOn,
Inc.

Registration
Statement on Form S-3

File
No. 333-234340

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. hereby
requests that its Registration Statement on Form S-3 (File No.
333-234340) filed with the Securities and Exchange Commission (the
“Commission”) on October
25, 2019 be declared effective by the Commission at or before 4:00
p.m. Eastern Time on Thursday, October 31, 2019, or as soon
thereafter as practical.

Once
the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Michael
Francis at (305) 982-5581.

Very
truly yours,

RUMBLEON,
INC.

By:
/s/ Steven R. Berrard

Name:
Steven R. Berrard

Title:
Chief Financial Officer

August 28, 2019
Michael Chesrown
Chairman and Chief Executive Officer
RumbleOn, Inc.
1350 Lakeshore Drive, Suite 160
Coppell, Texas 75019
Re:RumbleOn, Inc.
Registration Statement on Form S-3
Filed August 22, 2019
File No. 333-233399
Dear Mr. Chesrown:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Michael Francis, Esq.

CORRESP
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Blueprint

RUMBLEON, INC.

1350 Lakeshore Drive, Suite 160

Coppell, Texas 75019

August
28, 2019

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

RumbleOn,
Inc.

Registration
Statement on Form S-3

File
No. 333-233399

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. hereby
requests that its Registration Statement on Form S-3 (File No.
333-233399) filed with the Securities and Exchange Commission (the
“Commission”) on August
22, 2019 be declared effective by the Commission at or before 4:00
p.m. Eastern Time on Friday, August 30, 2019, or as soon thereafter
as practical.

Once
the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Michael
Francis at (305) 982-5581.

Very
truly yours,

RUMBLEON,
INC.

By:
/s/ Steven R.
Berrard

Name:
Steven R. Berrard

Title:
Chief Financial Officer

May 22, 2019
Steven R. Berrard
Chief Financial Officer
RumbleOn, Inc.
1350 Lakeshore Drive, Suite 160
Coppell, Texas 75019
Re:RumbleOn, Inc.
Registration Statement on Form S-3
Filed May 21, 2019
File No. 333-231631
Dear Mr. Berrard:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Michael Francis, Esq.

CORRESP
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Blueprint

RUMBLEON, INC.

1350 Lakeshore Drive, Suite 160

Coppell, Texas 75019

May 22,
2019

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

RumbleOn,
Inc.

Registration
Statement on Form S-3

File
No. 333-231631

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. hereby
requests that its Registration Statement on Form S-3 (File No.
333-231631) filed with the Securities and Exchange Commission (the
“Commission”) on May 21,
2019 be declared effective by the Commission at or before 4:00 p.m.
Eastern Time on Friday, May 24, 2019, or as soon thereafter as
practical.

Once
the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Michael
Francis at (305) 982-5581.

Very
truly yours,

RUMBLEON,
INC.

By: /s/ Steven R.
Berrard

Name:
Steven R. Berrard

Title:
Chief Financial Officer

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Blueprint

RUMBLEON, INC.

4521 Sharon Road, Suite 370

Charlotte, North Carolina 28211

August
7, 2018

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

RumbleOn,
Inc.

Registration
Statement on Form S-3

File
No. 333-226514

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. hereby
requests that its Registration Statement on Form S-3 (File No.
333-226514) filed with the Securities and Exchange Commission (the
“Commission”) on July 30,
2018 be declared effective by the Commission at or before 4:00 p.m.
Eastern Time on Thursday, August 9, 2018, or as soon thereafter as
practical.

Once
the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Michael
Francis at (305) 982-5581.

Very
truly yours,

RUMBLEON,
INC.

By: /s/ Steven R.
Berrard

Name:
Steven R. Berrard

Title:
Chief Financial Officer

August 7, 2018
Marshall Chesrown
Chief Executive Officer
RumbleOn, Inc.
4521 Sharon Road, Suite 370
Charlotte, NC 28211
Re:RumbleOn, Inc.
Registration Statement on Form S-3
Filed July 30, 2018
File No. 333-226514
Dear Mr. Chesrown:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            You may contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence,
Jan Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551-3730.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Michael Francis

June 1, 2018
Marshall Chesrown
Chief Executive Officer
RumbleON, Inc.
4521 Sharon Road
Suite 370
Charlotte, NC 28211
Re:RumbleON, Inc.
Registration Statement on Form S-3
Filed May 25, 2018
File No. 333-225217
Dear Mr. Chesrown:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Barbara C. Jacobs,
Assistant Director, at (202) 551-3735 with any questions.
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Christina Russo, Esq.

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Blueprint

RUMBLEON, INC.

4521 Sharon Road, Suite 370

Charlotte, North Carolina 28211

June 4,
2018

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

RumbleOn,
Inc.

Registration
Statement on Form S-3

File
No. 333-225217

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. hereby
requests that its Registration Statement on Form S-3 (File No.
333-225217) filed with the Securities and Exchange Commission (the
“Commission”) be declared
effective by the Commission on or before 4:00 p.m. Eastern Time,
Wednesday, June 6, 2018, or as soon thereafter as
practical.

Once
the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Michael
Francis at (305) 982-5581.

Very
truly yours,

RUMBLEON,
INC.

By: /s/ Steven R.
Berrard

Name:
Steven R. Berrard

Title:
Chief Financial Officer

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Blueprint

Roth Capital Partners, LLC

Maxim Group LLC

c/o Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

October
16, 2017

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, NE

Washington,
D.C. 20549

Attention:
Jan Woo

Re:

RumbleOn,
Inc. (the “Company”)

Registration
Statement on Form S-1, as amended (“Registration
Statement”)

File
No. 333-220308

Ladies
and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations of the U.S. Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), Roth Capital Partners, LLC and
Maxim Group LLC, as representatives of the underwriters, hereby
join in the Company’s request for acceleration of the
effective date of the above-referenced Registration Statement so
that it will become effective at 2:00 p.m., Eastern Time, on
Wednesday, October 18, 2017, or as soon thereafter as
practicable.

Pursuant to Rule
460 under the Securities Act, please be advised that during the
period from September 28, 2017 to the date of this letter, we,
acting on behalf of the several underwriters, distributed as many
copies of the Preliminary Prospectuses, dated September 28, 2017,
as appears to be reasonable to secure adequate distribution of the
Preliminary Prospectus.

The
undersigned confirms that it has complied with and will continue to
comply with, and it has been informed or will be informed by
participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced
issue.

ROTH
CAPITAL PARTNERS, LLC

By: /s/ Aaron M.
Gurewitz

Name:
Aaron M. Gurewitz

Title:
Head of Equity Capital Markets

MAXIM
GROUP LLC

By: /s/ Clifford
Teller

Name:
Clifford Teller

Title:
Executive Managing Director, Head of Investment
Banking

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Blueprint

October
16, 2017

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

RumbleOn,
Inc.

Registration
Statement on Form S-1

File
No. 333-220308

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, RumbleOn, Inc. (the
“Company”) hereby requests
that its Registration Statement on Form S-1, as amended (File No.
333-220308) filed with the Securities and Exchange Commission (the
“Commission”) be declared
effective by the Commission on or before 2:00 p.m. Eastern Time,
Wednesday, October 18, 2017, or as soon thereafter as
practical.

The
Company acknowledges that should the Commission or the staff,
acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any
action with respect to the filing. The Company acknowledges that
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 responsibility for the adequacy
and accuracy of the disclosure in the filing. The Company
acknowledges that it 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 laws of the United States.

Once
the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Michael
Francis at (305) 982-5581.

Very
truly yours,

RUMBLEON,
INC.

By:/s/
Marshall Chesrown

Name:
Marshall Chesrown

Title:
Chief Executive Officer

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Blueprint

Michael
Francis

Akerman
LLP

Las
Olas Centre II, Suite 1600

350
East Las Olas Boulevard

Fort
Lauderdale, FL 33301-2999

Tel:
954.463.2700

Direct:
305.982.5581

Fax:
954.463.2224

September 27, 2017

VIA EDGAR

Jan Woo

Legal
Branch Chief

Office
of Information Technologies and Services

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C. 20549

Re:

RumbleOn, Inc.

Registration Statement on Form S-1

Filed September 1, 2017

File No. 333-220308

Dear Ms. Woo,

On
behalf of RumbleOn, Inc. (the "Company"), we hereby respond to
the Staff's comment letter, dated September 6, 2017, regarding the
Company's Registration Statement on Form S-1 filed on September 1,
2017. Please note that we are simultaneously filing Amendment No. 1
to the Registration Statement on Form S-1 (“Amendment No.
1”).

Please
note for your convenience, we have recited the Staff's comments in
boldface type and provided the Company's response to the comment
immediately thereafter.

Cover Page

1.

You disclose that you have applied to have the Class B Common Stock
listed on the NASDAQ Capital Market under the symbol
“RMBL.” You further state that no assurance can be
given that your application will be approved. Please tell us in
your response letter the status of the listing application. Clarify
your disclosure to state whether the listing of the common stock on
the NASDAQ Capital Market is a condition to this
offering.

The Company has filed its initial listing application with NASDAQ
and is finalizing key corporate governance matters in connection
with the proposed listing. As noted in Amendment No. 1,
effective October 1, 2017, the Company has appointed a seventh
director and will have a majority of independent directors, in
compliance with NASDAQ rules. In addition, the Company has revised
the makeup of its audit, compensation,
and nominating and corporate governance committees so that
each committee will be comprised of three independent members,
effective October 1, 2017.

We have clarified our disclosure throughout the prospectus to
confirm the NASDAQ listing is a condition to this
offering.

2.

Please disclose on the cover page of the prospectus the
underwriter’s warrants to be issued as compensation. See Item
508(e) of Regulation S-K.

We
have revised the cover page to address the Staff's
comment.

* *
* * * * * * * * * * *

If you
have any questions, please call me at 305.982.5581.

Sincerely,

AKERMAN, LLP

/s/
Michael Francis

For the
Firm

cc:       Ji Shin,
Attorney-Advisor

United
States Securities and Exchange Commission

Marshall
Chesrown, Chief Executive Officer

RumbleOn,
Inc.

Steven
Berrard, Chief Financial Officer

RumbleOn,
Inc.

Christina
Russo

Akerman
LLP

Larry
Cerutti, Esq.

Troutman
Sanders LLP

Mail Stop 4561
September 6, 2017

Marshall Chesrown
Chief Executive Officer
RumbleOn, Inc.
4521 Sharon Road
Suite 370
Charlotte, North Carolina 28211

Re: RumbleOn, Inc.
  Registration Statement on Form S-1
Filed  September 1, 2017
  File No.  333-220308

Dear Mr. Chesrown :

We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information .  If you do not believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Cover Page

1. You disclose that you have applied to have the Class B Common Stock listed on  the
NASDAQ Capital Market under the symbol “RMBL.” You further state that n o
assurance can be given that your application will be a pproved.  Please tell us in your
response letter the status of the listing application.  Clarify your disclosure to state
whether the listing of the common stock on the NASDAQ Capital Market is a condition
to this offering.

2. Please disclose on the cover p age of the prospectus the underwriter ’s warrants  to be
issued as compensation .  See Item 508(e) of Regulation S -K.

Marshall Chesrown
RumbleOn, Inc.
September 6, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any re view, comments, action or absence of
action by the staff.

Refer to Rule  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.

Please  contact Ji Shin, Attorney -Advisor, at (202) 551 -3579 or me at (202) 551 -3453
with other questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Christina C. Russo, Esq.
Akerman LLP

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Blueprint

July 5,
2017

VIA EDGAR

Securities
and Exchange Commission

100 F.
Street, N.E.

Washington,
D.C. 20549

Re:
RumbleON, Inc.

Registration
Statement on Form S-1

File
No. 333-219048

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the
"Act"), RumbleON, Inc. (the "Company") hereby requests that the
effective date of the above-referenced Registration Statement on
Form S-1 be accelerated to 4:00 p.m., Eastern Time, on Friday, July
7, 2017, or as soon thereafter as is practicable.

The
Company understands that the Securities and Exchange Commission
will consider this request for acceleration of the effective date
of the Registration Statement as a confirmation of the fact that
the Company is aware of its responsibilities under the Act and the
Securities Exchange Act of 1934, as amended, as they relate to the
proposed public offering of the securities specified in the
Registration Statement.

Please
call Michael Francis at Akerman LLP at (305) 982-5581 as soon as
the Registration Statement has been declared
effective.

Thank
you for your assistance.

Sincerely,

/s/
Steven R. Berrard

Steven
R. Berrard

Chief
Financial Officer

cc:

Jan Woo (Securities
and Exchange Commission)

Ji Shin
(Securities and Exchange Commission)

RUMBLEON,
INC.

4521 Sharon Road, Suite 370, Charlotte, North Carolina 28211 (704)
448-5240

Mail Stop 4561
July 3, 2017

Marshall Chesrown
Chairman and Chief Executive Officer
RumbleON, Inc.
4521 Sharon Road, Suite 370
Charlotte, North Carolina 28211

Re: RumbleON, Inc.
  Registration Statement on Form S-1
Filed  June 29, 2017
  File No.  333-219048

Dear Mr. Chesrown :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  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.

Please contac t Ji Shin, Attorney -Advisor, at (202) 551 -3579 or me at (202) 551 -3453
with other questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Michael Francis , Esq.
Christina C. Russo, Esq.
Akerman LLP

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2956 Worden Street

Telephone:  (424) 434-0686

San Diego, CA 92110

WWW.SMART-SERVER.BIZ

SMART SERVER, INC.

March 24, 2014

Mathew Crispino

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

RE:

Smart Server, Inc.

Registration Statement on Form S-1 (Filed on 01/24/14)

File No. 333-193523

Dear Mr. Crispino:

Smart Server, Inc., hereby requests acceleration of effectiveness of the above referenced S-1 Registration Statement in accordance with Rule 461 under the Securities Act of 1933. We are requesting effectiveness as of 10:00 A.M. EST on Wednesday, March 26, 2014.

In conjunction with this request for acceleration of the effective date of the above referenced registration statement, we acknowledge that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does 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 us from our full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· we may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Additionally, the management of Smart Server, Inc. acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in our filings with the SEC. We understand that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings. We also understand that Smart Server may not assert staff comments as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States.

If you have any questions or need any information to grant effectiveness, please advise.

Please notify us upon effectiveness of the Registration at the fax number (619) 704-1325.

Thank you for your assistance.

Sincerely,

/s/ Matthew Lane

Matthew Lane, President and CEO

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2956 Worden Street

Telephone:  (424) 434-0686

San Diego, CA 92110

WWW.SMART-SERVER.BIZ

SMART SERVER, INC.

March 24, 2014

Mathew Crispino

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

RE:

Smart Server, Inc.

Registration Statement on Form S-1 (Filed on 01/24/14)

File No. 333-193523

Dear Mr. Crispino:

Smart Server, Inc., hereby requests acceleration of effectiveness of the above referenced S-1 Registration Statement in accordance with Rule 461 under the Securities Act of 1933. We are requesting effectiveness as of 10:00 A.M. EST on Wednesday, March 27, 2013.

In conjunction with this request for acceleration of the effective date of the above referenced registration statement, we acknowledge that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does 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 us from our full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· we may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Additionally, the management of Smart Server, Inc. acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in our filings with the SEC. We understand that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings. We also understand that Smart Server may not assert staff comments as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States.

If you have any questions or need any information to grant effectiveness, please advise.

Please notify us upon effectiveness of the Registration at the fax number (619) 704-1325.

Thank you for your assistance.

Sincerely,

/s/ Matthew Lane

Matthew Lane, President and CEO

March 12, 2014

Via E -mail
Matthew Lane
Chief Executive Officer
Smart Server , Inc.
2956 Worden St.
San Diego, CA 92110

Re: Smart Server , Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed February 26 , 2014
  File No. 333-193523

Dear Mr. Lane :

We have reviewed your amended registration statement and have the following comment.
Where indicated, we think you should revise your document in response to th is comment.
Unless otherwise noted, where  a prior comment  is referred to  it refer s to our letter dated
February 20 , 2014.

Cover Page

1. We note your response to prior comment 2  and continue to believe that you are a shell
company as defined in Rule 405.  We note that you have minimal assets excluding cash,
no revenues to date and appear to have only nominal operations.  In this regard, we note
that significant steps remain to commence the operations of your business and to launch
your mobile application.  As such, you should disclose that you are a shell company on
your prospectus cover page and add a risk factor that highlights the consequences of shell
company status.  Alternatively, advise why you believe your company has more than
nominal operations.

Matthew Lane
Smart Server, Inc.
March 12 , 2014
Page 2

 If you have any questions regarding th is comment, please contact Jeff Kauten, Attorney -
Advisor, at (202) 551 -3447 or, in his absence, me at (202) 551 -3456 .  If you need additional
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Matthew Crispino

Matthew Crispino
Staff Attorney

cc: Via E -mail
 Donald J. Stoecklein,  Esq.
Stoecklein Law Group, LLP

February 20, 2014

Via E -mail
Matthew Lane
Chief Executive Officer
Smart Server , Inc.
2956 Worden St.
San Diego, CA 92110

Re: Smart Server , Inc.
Registration Statement on Form S -1
Filed January 24, 2014
  File No. 333-193523

Dear Mr. Lane :

We have reviewed your registration 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 registration 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 registration statement and the information you
provide in response to these  comments, we may have additional comments.

General

1. A review of your  prospectus raises a question as to whether you are a "blank check"
company.  Section (a)(2) of Rule 419 defines a blank  check  company as a company that
is issuing penny stock and that is “a development stage company that has no specific
business  plan or purpose or has indicated that its business  plan is to en gage in a merger or
acquisition with an unidentified company or companies, or other entity. ”  In discussing
this definition in the adopting release, the Commission stated that it would "scrutinize …
offerings for attempts to create the appearance that the registrant … has a specific
business  plan, in an effort to avoid the application of Rule 419."   Please s ee Securities
Act Release No. 33 -6932 (April 28, 1992).

Your filing indicates that you are a development stage company involved primarily in
organ izational activities to date with nominal assets and working capital, no revenues, no
firm commitments for raising additional financing, no operations, no inventory and no

Matthew Lane
Smart Server, Inc.
February 20, 2014
Page 2

 employees (other than your sole executive officer).  These and other facts suggest t hat
your proposed business is commensurate in scope with the uncertainty ordinarily
associated with a blank -check  company .  As such, the offering should comply with Rule
419.  Refer to Securities Act Rules Compliance and Disclosure Interpretation No . 616.02
for additional guidance .  Revise the registration statement accordingly.

If you believe that you do not fall within the definition of a blank  check  company,
supplementally provide us with a detailed explanation as to why Rule 419 does not apply.
In addition, revise your registration statement to state that you do not consider yourself a
blank  check  company .  Further, include appropriat e disclosure to demonstrate your status
as a non -blank  check  company, including more robust disclosure regarding your business
plan for the next twelve months.  Finally, provide us supplementally  with a copy of your
business  plan.  We may have additional c omments .
2. Please revise the disclosure throughout your filing to state that you are a shell  company,
as it appears from your disclosure that you have no operations and no or nominal non -
cash assets.  See Rule 405 of Regulation C under the Securities Act of 1933, as amended.
Additionally, please disclose the consequences of such status, including the restrictions
on your ability to use registration statements on Form S -8, the limitations on the ability of
your security holders to use Rule 144, and the potenti al reduced liquidity or illiquidi ty of
your securities.  Also, disclose your shell company status on your prospectus cover page
and add a risk factor regarding the risks to security holders of such status.
Cover Page

3. We note use of the defined term “the new shares” on the cover page.  As this term is not
used elsewhere in the prospectus, please remove it from the cover page or advise.

Prospectus Summary

Mobile Payment Solution App , page 2

4. We note the statement in this section that your sole director and employee “will devote a
significant portion of his time to the company going forward.”  Please revise to specify
the number of hours per week that you anticipate he will devote to your business.

Risk Factors

As a result of placing your invested funds…, page 6

5. Please expand this risk factor to disclose tha t the proceeds in the corporate account will
become part of the bankruptcy estate in the event that you file for bankruptcy or your
creditors file an involuntary bankruptcy petition against you.

Matthew Lane
Smart Server, Inc.
February 20, 2014
Page 3

 We will require additional financing in order to implement o ur business plan…, page 13

6. Please r evise this risk factor to state the amount of cash held by the company as of the most
recent practicable date and whether available funds will satisfy your working capital
requirements for the next twelve months.  Includ e a discussion of the minimum number of
months that you will be able to conduct your planned operations, including funding your
expenses as a publicly reporting company, using currently available capital resources.  Also,
state the extent to which you are currently using funds in your operations on a monthly basis.
Provide similar disclosure in the Liquidity and Capital Resources discussion in MD&A.

Plan of Distribution, page 19

7. We note that the offering proceeds will be held in a Wells Fargo account th at is
controlled by management rather than an escrow or trust account.  Please tell us how you
will be able to ensure prompt refunding of money to purchasers after the termination date
or revise to include disclosure that the offering proceeds will be subj ect to the claims of
creditors.

Description of Business

Business Development Summary , page 2 5

8. You disclose in this section that you have developed your preliminary website.  However,
development of this website ( http://smart -server.biz/ ) does not appear to be complete.
We note, for example, that the website contain s limited  information about your company
and your proposed product .  Also, there appears to be extraneous text on the website and
the links do not function.  Accordingly, please revise y our disclosure to indicate that your
website is not yet fully operational, when you expect it to be operational and provide an
estimate of the costs required to complete development.  Make corresponding revisions to
the risk factor on page 7 with th e caption “a decline in the popularity of our website will
negatively impact our business.”  Also, we note the disclosure on page 27 that you intend
to generate advertising revenue through display, audio and video advertising on your
website.  Disclose whe n you expect to begin including such advertising on your website.

9. We note that in addition to designing your website, you have begun the initial writing,
design and programming of your mobile payment solution application.  Please describe
here and in th e discussion of Mr. Lane’s business experience on page 21 the source and
level of Mr. Lane’s technical expertise in developing mobile applications and websites.
If the company has or is utilizing third parties to develop its website and/or mobile
applicat ions, describe the material details of your arrangements these third parties.

10. Please expand your description of the operational aspects of the Smart  Server application
you intend to develop.  As one example, discuss how the application will be integrated

Matthew Lane
Smart Server, Inc.
February 20, 2014
Page 4

 with a restaurant’s billing system and whether any customization of the application will
be required.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Plan of Operation, page 31

11. Please tell us the source of funds that will be used to cover expenses to file required
reports with the Securities and Exchange Commission and maintain status as a
corporation in Nevada for the next 12 months.

12. Please revise the second full paragraph to c larify, if accurate, that your ability to continue
nominal operations for the next 12 months is not contingent upon the receipt of funds
from this offering.

Milestones, page 28

13. Please expand your discussion of Stage II of your business plan to provide a more
detailed description of the activities you anticipate undertaking during this stage.  Provide
a timeline for completion and disclose the costs associated with completing each activity.

Certain Relationships and Related Party Transactions, page 34

14. Please revise to disclose issuance of 5,000,000 shares of common stock to Mr. Lane.

15. Please revise to disclose the related party consulting transaction referenced in the
Summary Financial Information section on page 4.  File any agreements related to this
transaction, or a written description of the arrangement, as an exhibit to your registration
statement.  Refer to Item 601(b)(10)(ii)(A) of Regulation S -K.

Shares Eligible for Future Sale, page 33

16. We note that you appear to be a shell company and are ineligible to rely on the safe
harbor provided by Rule 144.  Please revise to describe the conditions that must be
satisfied before restricted and control securities may be resold in reliance on Rule 144 .

We urge all persons who are responsible for th e 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 require.   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.

Matthew Lane
Smart Server, Inc.
February 20, 2014
Page 5

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement ple ase 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 does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting  pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws 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 acceleration 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.

If you have any questio ns regarding these comments, please contact Jeff Kauten, Attorney -
Advisor, at (202) 551 -3447 or, in his absence, me at (202) 551 -3456 .  If you need additional
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely ,

 /s/ Matthew Crispino

Matthew Crispino
Staff Attorney

cc: Via E -mail
 Donald J. Stoecklein,  Esq.
Stoecklein Law Group, LLP