SecProbe.io

CORRESP
1
filename1.htm

EzFill
Holdings, Inc.

67
NW 183rd St.

Miami,
FL 33169

June
3, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Brian Fetterolf and Donald Field

    Re:
    EzFill
    Holdings, Inc.

    Amendment
    No. 4 to Registration Statement on Form S-1 Filed May 8, 2024

    File
    No. 333-275761

Dear
Messrs. Fetterolf and Field:

This
letter is in response to the letter dated May 16, 2024 from the staff of the Securities and Exchange Commission (the “Commission”)
addressed to EzFill Holdings, Inc. (the “Company”). For ease of reference, the Company has recited the staff’s comments
in this response and numbered them accordingly. An amended registration statement on Form S-1 is being filed to accompany this 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.

Response:
The cover page to the prospectus has been revised in accordance with the staff’s comment.

Prospectus
Summary, page 2

1. 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.

Response:

The
prospectus summary has been revised to disclose the total amount outstanding lent by Mr. Farkas and/or NextNRG in accordance with the
staff’s comment.

As
disclosed in the amended registration statement in the “Certain Relationships and Related Party Transactions” section,
on May 22, 2024, the Company and NextNRG entered into a letter agreement whereby NextNRG agreed that all of the Company notes held by
NextNRG will not mature upon the successful completion of the Company’s public offering. Accordingly, the notes will not go into
default, and will not become convertible, upon the closing of the offering, and there is no risk of default or dilution risk in
connection therewith.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Jeff Cahlon, of Sichenzia
Ross Ference Carmel LLP at (212) 930-9700.

    Sincerely,

    EzFill
    Holdings, Inc.

    By:
    /s/
    Yehuda Levy

    Interim
    Chief Executive Officer

    cc:
    Jeff
    Cahlon