SEC Comment Letter 0000000000-23-011165 to Lazydays Holdings, Inc. (GORV) (CIK 0001721741)
Lazydays Holdings, Inc. (GORV) (CIK 0001721741)
Date: Oct. 12, 2023 · CIK: 0001721741 · Accession: 0000000000-23-011165
AI Filing Summary & Sentiment
File numbers found in text: 333-274489
Letter
United States securities and exchange commission logo October 12, 2023 John North Chief Executive Officer Lazydays Holdings, Inc. 4042 Park Oaks Blvd., Suite 350 Tampa, Florida 33610 Re:Lazydays Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed October 12, 2023 File No. 333-274489 Dear John North: We have reviewed your amended registration statement and have the following comments. 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. Amendment No. 2 to Registration Statement on Form S-1 filed October 12, 2023 Cover Page 1.We note you have revised the offering price for a share of common stock such that it is no longer a fixed price and instead depends on the market price of your stock. We believe this has transformed the offering into a primary at-the-market offering. Rule 415(a)(4) defines the term “at-the-market offering” as an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price. Further, Rule 415(a)(4) restricts primary at-the-market offerings to those issuers that fall within Rule 415(a)(1)(x), which, in turn, is limited to offerings registered on Form S- 3. Accordingly, please either amend on to Form S-3 if you are eligible to do so or set a fixed price for the common stock. 2.Please revise to disclose the maximum number of securities to be registered in your offering instead of the dollar amount. Refer to Item 501(b)(2) of Regulation S-K and Securities Act Rules Compliance and Disclosure Interpretations Question 227.02.
FirstName LastNameJohn North Comapany NameLazydays Holdings, Inc. October 12, 2023 Page 2 FirstName LastName John North Lazydays Holdings, Inc. October 12, 2023 Page 2 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
October 12, 2023
John North
Chief Executive Officer
Lazydays Holdings, Inc.
4042 Park Oaks Blvd., Suite 350
Tampa, Florida 33610
Re:Lazydays Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 12, 2023
File No. 333-274489
Dear John North:
We have reviewed your amended registration statement and have the following
comments.
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.
Amendment No. 2 to Registration Statement on Form S-1 filed October 12, 2023
Cover Page
1.We note you have revised the offering price for a share of common stock such that it is no
longer a fixed price and instead depends on the market price of your stock. We believe
this has transformed the offering into a primary at-the-market offering. Rule 415(a)(4)
defines the term “at-the-market offering” as an offering of equity securities into an
existing trading market for outstanding shares of the same class at other than a fixed
price. Further, Rule 415(a)(4) restricts primary at-the-market offerings to those issuers that
fall within Rule 415(a)(1)(x), which, in turn, is limited to offerings registered on Form S-
3. Accordingly, please either amend on to Form S-3 if you are eligible to do so or set a
fixed price for the common stock.
2.Please revise to disclose the maximum number of securities to be registered in your
offering instead of the dollar amount. Refer to Item 501(b)(2) of Regulation S-K and
Securities Act Rules Compliance and Disclosure Interpretations Question 227.02.
FirstName LastNameJohn North
Comapany NameLazydays Holdings, Inc.
October 12, 2023 Page 2
FirstName LastName
John North
Lazydays Holdings, Inc.
October 12, 2023
Page 2
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