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Correspondence 0001493152-24-025151 from NEXTNRG, INC. (NXXT)

NEXTNRG, INC.
Date: June 25, 2024 · CIK: 0001817004 · Accession: 0001493152-24-025151

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File numbers found in text: 333-275761

Referenced dates: June 14, 2024

Date
May 8, 2024
Author
EzFill
Form
CORRESP
Company
NEXTNRG, INC.

Letter

Securities and Exchange Commission Division of Corporate Finance Attn: Brian Fetterolf and Donald Field Re: EzFill Holdings, Inc. Amendment No. 5 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 June 14, 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. 5 to Registration Statement on Form S-1 filed June 3, 2024

Cover Page

1. Please prominently disclose that “[t]he acquisition of NextNRG will close concurrently with the closing of this offering and we will not complete this offering unless the closing of the NextNRG acquisition can be completed concurrently with the closing of this offering,” as you state on page 2.

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

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.

Show Raw Text
CORRESP
1
filename1.htm

EzFill
Holdings, Inc.

67
NW 183rd St.

Miami,
FL 33169

June
25, 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. 5 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 June 14, 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. 5 to Registration Statement on Form S-1 filed June 3, 2024

Cover
Page

    1.
    Please
    prominently disclose that “[t]he acquisition of NextNRG will close concurrently with the closing of this offering and we will
    not complete this offering unless the closing of the NextNRG acquisition can be completed concurrently with the closing of this offering,”
    as you state on page 2.

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

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