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May 16, 2024
Yehuda Levy
Chief Executive Officer
EzFill Holdings, Inc.
67 NW 183rd St.
Miami, Florida 33169
Re:EzFill Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed May 8, 2024
File No. 333-275761
Dear Yehuda Levy:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our December 12, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed May 8, 2024
Cover Page
1.We note your disclosure on the prospectus cover page that your "common stock is listed
on the Nasdaq Capital Market under the symbol “EZFL.”  We also note your disclosure
on page 13 that the company received a delist determination letter from Nasdaq and that
an appeal hearing was held on May 2, 2024.  Please revise the cover page to disclose the
delist determination letter and include a cross-reference to the applicable risk factor on
page 13.  To the extent your listing status changes, please revise as applicable.  Lastly, if
the securities being offered are not listed on a national securities exchange, please disclose
the principal United States market where the company has sought and achieved quotation.
Refer to Item 501(b)(4) of Regulation S-K.

 FirstName LastNameYehuda Levy
 Comapany NameEzFill Holdings, Inc.
 May 16, 2024 Page 2
 FirstName LastName
Yehuda Levy
EzFill Holdings, Inc.
May 16, 2024
Page 2
Prospectus Summary, page 2
2.We note your revised disclosure that Mr. Farkas "is a significant lender to the Company,"
as well as your deleted disclosure that Mr. Farkas has "lent sums amounting to $2,934,650
through issuance of 15 promissory notes to Next Charging."  Please revise to quantify the
total amount outstanding (including accrued interest) that Mr. Farkas and/or NextNRG has
loaned to you, including up through the Third April 2024 Note that you discuss on page
53.

In connection therewith, we note that such notes are due "upon the Company completing a
capital raise of at least $3,000,000," and that NextNRG has the right to convert such notes
into your common stock upon default.  Please revise to address whether you are at risk of
default upon consummation of this offering, and to the extent that such notes will convert
into your common stock upon default, discuss the resulting dilution risks to investors in
this offering.  In this regard, while we note your disclosure that you intend to use
"approximately $920,000 [of the proceeds] for repayment of debt with an interest rate of
8%," it appears that you will continue to have outstanding convertible debt after such
contemplated repayment and that such debt may convert into your common stock, thereby
diluting investors.
            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