SEC Comment Letter 0000000000-23-013544 to NEXTNRG, INC. (NXXT)
NEXTNRG, INC.
Date: Dec. 12, 2023 · CIK: 0001817004 · Accession: 0000000000-23-013544
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275761
Letter
United States securities and exchange commission logo December 12, 2023 Yehuda Levy Chief Executive Officer EzFill Holdings, Inc. 67 NW 183rd St. Miami, Florida 33169 Re:EzFill Holdings, Inc. Registration Statement on Form S-1 Filed November 28, 2023 File No. 333-275761 Dear Yehuda Levy: We have conducted a limited review of your 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. Registration Statement on Form S-1 filed November 28, 2023 Risks Related to the Pending Acquisition of Next Charging, page 9 1.Please revise to add a risk factor to discuss the potential dilution public shareholders could experience as a result of this offering and the contemplated acquisition of Next Charging. Please disclose the post-offering and post-acquisition ownership percentages for the different shareholder contingency groups, i.e. public shareholders, existing officers and directors and major shareholders and members of Next Charging who will receive shares in the exchange. Please include enough information so new public investors can fully appreciate the ownership of the company after the offering and the acquisition of Next Charging. Lastly, please include a cross-reference in the prospectus summary to this revised disclosure.
FirstName LastNameYehuda Levy Comapany NameEzFill Holdings, Inc. December 12, 2023 Page 2 FirstName LastName Yehuda Levy EzFill Holdings, Inc. December 12, 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 Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Jeff Cahlon
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United States securities and exchange commission logo
December 12, 2023
Yehuda Levy
Chief Executive Officer
EzFill Holdings, Inc.
67 NW 183rd St.
Miami, Florida 33169
Re:EzFill Holdings, Inc.
Registration Statement on Form S-1
Filed November 28, 2023
File No. 333-275761
Dear Yehuda Levy:
We have conducted a limited review of your 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.
Registration Statement on Form S-1 filed November 28, 2023
Risks Related to the Pending Acquisition of Next Charging, page 9
1.Please revise to add a risk factor to discuss the potential dilution public shareholders could
experience as a result of this offering and the contemplated acquisition of Next Charging.
Please disclose the post-offering and post-acquisition ownership percentages for the
different shareholder contingency groups, i.e. public shareholders, existing officers and
directors and major shareholders and members of Next Charging who will receive shares
in the exchange. Please include enough information so new public investors can fully
appreciate the ownership of the company after the offering and the acquisition of Next
Charging. Lastly, please include a cross-reference in the prospectus summary to this
revised disclosure.
FirstName LastNameYehuda Levy
Comapany NameEzFill Holdings, Inc.
December 12, 2023 Page 2
FirstName LastName
Yehuda Levy
EzFill Holdings, Inc.
December 12, 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 Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeff Cahlon