SecProbe.io

CORRESP
1
filename1.htm

      1(212) 318-6906

      MichaelZuppone@paulhastings.com

       October 20, 2023

        Ms. Taylor Beech

        Mr. Dietrich King

        Office of Finance

        Division of Corporation Finance

          U.S. Securities and Exchange Commission

          100 F Street, NE

          Washington, D.C. 20549

          Re: Lazydays Holdings, Inc.

            Amendment No. 2 to Registration Statement on Form S-1

            Filed October 12, 2023

            File No. 333-274489

            Dear Ms. Beech and Mr. King:

            On behalf of Lazydays Holdings, Inc., a Delaware corporation (“we” or “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s revised responses to the
                comments contained in the Staff’s letter dated October 18, 2023, regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed with the Commission on October 12, 2023.  In the interest of time, please disregard our
                original response letter dated October 18, 2023 submitted in response to the Staff’s letter.

            For
                the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response.  Concurrently with the transmission of this letter, we are filing the Company’s Amendment No.
                3 to the Registration Statement on Form S-1 with the Commission through EDGAR (“Amendment No. 3 to the Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.  All page references in
                the responses set forth below refer to page numbers in the Amendment No. 3 to the Registration Statement.

              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.

                    Response: The Company acknowledges the Staff’s comment, and respectfully advises the Staff that it has filed Amendment No. 3 to the Registration Statement, which revises the subscription price for a share of
                        common stock to be a fixed price in the Rights Offering.

                          Paul Hastings LLP | 200 Park Avenue | New York, NY 10166

                          t: +1.212.318.6000 | www.paulhastings.com

                                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.

                          Response: The Company acknowledges the Staff’s comment, and respectfully advises the Staff that it has filed Amendment No. 3 to the Registration Statement, which discloses the maximum number of shares to
                              be registered in the Rights Offering.

                            *         *         *         *

                            If you have any questions regarding this submission, please contact Michael Zuppone at
                              212-318-6906 or Gil Savir at 770-878-2696.

                            Thank you for your time and attention.

                              Sincerely,

                                /s/ Michael Zuppone

                                Michael Zuppone

                                of PAUL HASTINGS LLP

                                Paul Hastings LLP | 200 Park Avenue | New York, NY 10166

    t: +1.212.318.6000 | www.paulhastings.com