SEC Comment Letter 0000000000-23-010359 to Lazydays Holdings, Inc. (GORV) (CIK 0001721741)
Lazydays Holdings, Inc. (GORV) (CIK 0001721741)
Date: Sept. 20, 2023 · CIK: 0001721741 · Accession: 0000000000-23-010359
AI Filing Summary & Sentiment
File numbers found in text: 333-274489
Letter
United States securities and exchange commission logo September 20, 2023 John North Chief Executive Officer Lazydays Holdings, Inc. 4042 Park Oaks Blvd., Suite 350 Tampa, Florida 33610 Re:Lazydays Holdings, Inc. Registration Statement on Form S-1 Filed September 12, 2023 File No. 333-274489 Dear John North: 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 this comment, we may have additional comments. Registration Statement on Form S-1 Exhibits 1.We note your disclosure on page 32 that "a U.S. Holder’s receipt of Rights pursuant to the Rights Offering should not be treated as a taxable distribution with respect to such holder’s Series A Preferred Stock or Warrants, as applicable, for U.S. federal income tax purposes." Please revise to include a tax opinion as Exhibit 8.1, as it appears the transaction would be tax-free to Series A Preferred Stock and Warrant holders, and, therefore, material to investors. Refer to Section III.A.2. of Staff Legal Bulletin No. 19. Alternatively, tell us why you believe an opinion is not required.
FirstName LastNameJohn North Comapany NameLazydays Holdings, Inc. September 20, 2023 Page 2 FirstName LastName John North Lazydays Holdings, Inc. September 20, 2023 Page 2 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. Please contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
September 20, 2023
John North
Chief Executive Officer
Lazydays Holdings, Inc.
4042 Park Oaks Blvd., Suite 350
Tampa, Florida 33610
Re:Lazydays Holdings, Inc.
Registration Statement on Form S-1
Filed September 12, 2023
File No. 333-274489
Dear John North:
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 this comment, we may have additional comments.
Registration Statement on Form S-1
Exhibits
1.We note your disclosure on page 32 that "a U.S. Holder’s receipt of Rights pursuant to the
Rights Offering should not be treated as a taxable distribution with respect to such
holder’s Series A Preferred Stock or Warrants, as applicable, for U.S. federal income tax
purposes." Please revise to include a tax opinion as Exhibit 8.1, as it appears the
transaction would be tax-free to Series A Preferred Stock and Warrant holders, and,
therefore, material to investors. Refer to Section III.A.2. of Staff Legal Bulletin No. 19.
Alternatively, tell us why you believe an opinion is not required.
FirstName LastNameJohn North
Comapany NameLazydays Holdings, Inc.
September 20, 2023 Page 2
FirstName LastName
John North
Lazydays Holdings, Inc.
September 20, 2023
Page 2
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.
Please contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services