SEC Comment Letter 0000000000-24-011957 to NEXTNRG, INC. (NXXT)
NEXTNRG, INC.
Date: Oct. 25, 2024 · CIK: 0001817004 · Accession: 0000000000-24-011957
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275761
Letter
October 25, 2024 Yehuda Levy Chief Executive Officer EzFill Holdings, Inc. 67 NW 183rd St. Miami, Florida 33169 Re:EzFill Holdings, Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed October 9, 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 June 14, 2024 letter. Amendment No. 7 to Registration Statement on Form S-1 filed October 9, 2024 Cover Page Please advise whether the company will be deemed a “controlled company” under the Nasdaq listing rules and, if so, whether you intend to rely on any exemptions as a controlled company. If applicable, please disclose here and in the prospectus summary that you are a controlled company and the percentage of voting power that the controlling stockholder will hold after completion of the offering and the closing of the Exchange Agreement and, if true, that this controlling stockholder will have the ability to determine all matters requiring approval by stockholders. Additionally, if applicable, please include a new risk factor to discuss the effect, risks and uncertainties of being a controlled company. In this regard, we note your disclosure on page 63 that indicates Mr. Farkas will control approximately 93% of the company 1.
October 25, 2024 Page 2 after the completion of the offering and the closing of the Exchange Agreement. 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:Craig D. Linder, Esq.
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October 25, 2024
Yehuda Levy
Chief Executive Officer
EzFill Holdings, Inc.
67 NW 183rd St.
Miami, Florida 33169
Re:EzFill Holdings, Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed October 9, 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 June 14, 2024 letter.
Amendment No. 7 to Registration Statement on Form S-1 filed October 9, 2024
Cover Page
Please advise whether the company will be deemed a “controlled company” under the
Nasdaq listing rules and, if so, whether you intend to rely on any exemptions as a
controlled company. If applicable, please disclose here and in the prospectus
summary that you are a controlled company and the percentage of voting power that
the controlling stockholder will hold after completion of the offering and the closing
of the Exchange Agreement and, if true, that this controlling stockholder will have the
ability to determine all matters requiring approval by stockholders. Additionally, if
applicable, please include a new risk factor to discuss the effect, risks and
uncertainties of being a controlled company. In this regard, we note your disclosure
on page 63 that indicates Mr. Farkas will control approximately 93% of the company 1.
October 25, 2024
Page 2
after the completion of the offering and the closing of the Exchange Agreement.
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:Craig D. Linder, Esq.