1847 Goedeker Inc.
1847 Goedeker Inc. is an industry leading e-commerce destination for appliances, furniture, and home goods. Through its June 2021 acquisition of Appliances Connection, Goedekers created the largest pure-play online retailer of household appliances in the US. With warehouse fulfilment centers in the Northeast and Midwest, as well as showrooms in Brooklyn, New York, and St. Louis, Missouri, Goedekers is a respected nationwide omnichannel retailer that offers one-stop shopping for national and global brands. Goedekers and Appliances Connection carry many household name-brands, including Bosch, Cafe, Frigidaire Pro, Whirlpool, LG, and Samsung, and also carries many major luxury appliance brands such as Miele, Thermador, La Cornue, Dacor, Ilve, Wolf, Jenn-Air, Viking among others and sells furniture, fitness equipment, plumbing fixtures, televisions, outdoor appliances, and patio furniture, as well as commercial appliances for builder and business clients. Learn more at www.Goedekers.com.
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This is Appliances Connection
that GOED now owns:
https://www.appliancesconnection.com/aboutus.html 
We are offering 91,111,111 units, each unit consisting of one share of our common stock, par value $0.0001 per share, and a warrant to purchase one share of common stock, in connection with our simultaneous acquisition of all of the issued and outstanding capital stock or other equity securities of 1 Stop Electronics Center, Inc., Gold Coast Appliances, Inc., Superior Deals Inc., Joe’s Appliances LLC and YF Logistics LLC (commonly known as Appliances Connection) as described in more detail in this prospectus. The warrants included within the units are exercisable immediately, have an exercise price of $2.25 per share and expire five years from the date of issuance. The shares of common stock and warrants contained in the units are immediately separable and will be issued separately.
Our common stock is listed and traded on NYSE American under the symbol “GOED.” On May 27, 2021, the last reported sale price for our common stock was $6.07 per share. The warrants have been approved for trading on NYSE American under the symbol “GOED WS” and will commence trading on May 28, 2021. In connection with this offering, we have applied for the listing of our common stock and warrants on the New York Stock Exchange, or the NYSE, however, we do not currently meet the minimum share price requirements of the NYSE and will not be able to list our common stock and warrants on the NYSE unless we meet such minimum share price and other listing requirements of the NYSE.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 25 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| | | Per Unit | | Total |
| Public offering price | | $ | 2.2500 | | $ | 205,000,000 |
| Underwriting discounts and commissions(1) | | $ | 0.1575 | | $ | 14,350,000 |
| Proceeds, before expenses, to us | | $ | 2.0925 | | $ | 190,650,000 |
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(1) See “Underwriting” beginning on page 124 for additional information regarding underwriting compensation.
We have granted a 30-day option to the underwriters to purchase up to 2,000,000 additional shares of common stock and/or warrants to purchase up to 2,000,000 additional shares of common stock, in any combination thereof, solely to cover over-allotments, if any.
Certain of our existing stockholders and certain of our officers, directors, employees and related persons, have indicated an interest in purchasing an aggregate of approximately 2,779,600 units in this offering at the public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, fewer or no units in this offering to these persons, and any of these persons may determine to purchase more, fewer or no units in this offering. The underwriters will receive the same underwriting discount on any units purchased by these persons as they will on any other units sold to the public in this offering.
The units will be ready for delivery on or about June 2, 2021.