Correspondence 0001493152-24-043385 from NEXTNRG, INC. (NXXT)
NEXTNRG, INC.
Date: Nov. 1, 2024 · CIK: 0001817004 · Accession: 0001493152-24-043385
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275761
Letter
Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Re: EzFill Holdings, Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed October 9, 2024 File No. 333-275761
Dear Sir or Madam:
We have electronically filed herewith on behalf of EzFill Holdings, Inc. (the “Company”) Amendment No. 8 (“Amendment No. 8”) to the above-referenced Registration Statement on Form S-1. Amendment No. 8 is marked to show changes made from the previous filing, Amendment No. 7, made on October 9, 2024 (the “Prior Filing”). We have included a narrative response herein keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the Staff’s comment letter to Yehuda Levy, Chief Executive Officer of the Company, dated October 25, 2024. We trust you shall deem the contents of this letter responsive to your comment letter.
Amendment No. 7 to Registration Statement on Form S-1 filed October 9, 2024
Cover Page
1. Comment: 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 after the completion of the offering and the closing of the Exchange Agreement.
Response: The Company has revised the disclosure in Amendment No. 8: (i) to state that the Company currently is, and after the completion of the offering and the closing of the Exchange Agreement will continue to be, deemed a “controlled company” under the Nasdaq listing rules and that the Company does not intend to rely on any exemptions as a controlled company; (ii) to state the percentage of voting power that the controlling stockholder currently holds and will hold after completion of the offering and the closing of the Exchange Agreement; (iii) to state that this controlling stockholder has, and after the completion of the offering and the closing of the Exchange Agreement will have, the ability to determine all matters requiring approval by stockholders; and (iv) to include a risk factor to discuss the effect, risks and uncertainties of being a controlled company.
If the Staff has any further comments regarding Pre-Effective Amendment No. 8 to the registration statement on Form S-1, or any subsequent amendments to the Company’s registration statement on Form S-1, please feel free to contact the undersigned.
ANTHONY, LINDER & CACOMANOLIS, PLLC
By:
/s/ Laura Anthony
Laura Anthony, Esq.
cc: Brian Fetterolf/U.S. Securities and Exchange Commission
Donald Field/U.S. Securities and Exchange Commission
Yehuda Levy/EzFill Holdings, Inc.
Craig D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936
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LAURA
ANTHONY, ESQ.
WWW.ALCLAW.COM
CRAIG
D. LINDER, ESQ.*
WWW.SECURITIESLAWBLOG.COM
JOHN
CACOMANOLIS, ESQ.**
Associates
and OF COUNSEL:
CHAD
FRIEND, ESQ., LLM
DIRECT
E-MAIL: LANTHONY@ALCLAW.COM
MICHAEL
R. GEROE, ESQ., CIPP/US***
JESSICA
HAGGARD, ESQ. ****
christopher
t. hines *****
PETER
P. LINDLEY, ESQ., CPA, MBA
JOHN
LOWY, ESQ.*****
STUART
REED, ESQ.
LAZARUS
ROTHSTEIN, ESQ.
SVETLANA
ROVENSKAYA, ESQ.******
HARRIS
TULCHIN, ESQ. *******
*licensed
in CA, FL and NY
**licensed
in FL and NY
***licensed
in CA, DC, MO and NY
****licensed
in MO
*****licensed
in CA and DC
******licensed
in NY and NJ
*******licensed
in NY and NJ
********licensed
in CA and HI (inactive in HI)
November
1, 2024
VIA
ELECTRONIC EDGAR FILING
Office
of Trade & Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
EzFill
Holdings, Inc.
Amendment
No. 7 to Registration Statement on Form S-1
Filed
October 9, 2024
File
No. 333-275761
Dear
Sir or Madam:
We
have electronically filed herewith on behalf of EzFill Holdings, Inc. (the “Company”) Amendment No. 8 (“Amendment
No. 8”) to the above-referenced Registration Statement on Form S-1. Amendment No. 8 is marked to show changes made from the
previous filing, Amendment No. 7, made on October 9, 2024 (the “Prior Filing”). We have included a narrative response
herein keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) set forth in the Staff’s comment letter to Yehuda Levy, Chief Executive Officer
of the Company, dated October 25, 2024. We trust you shall deem the contents of this letter responsive to your comment letter.
Amendment
No. 7 to Registration Statement on Form S-1 filed October 9, 2024
Cover
Page
1.
Comment:
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 after the completion of the offering and the closing of the Exchange Agreement.
Response:
The Company has revised the disclosure in Amendment No. 8: (i) to state that the Company currently is, and after the completion of
the offering and the closing of the Exchange Agreement will continue to be, deemed a “controlled company”
under the Nasdaq listing rules and that the Company does not intend to rely on any exemptions as a controlled company; (ii) to state
the percentage of voting power that the controlling stockholder currently holds and will hold after completion of the offering and
the closing of the Exchange Agreement; (iii) to state that this controlling stockholder has, and after the completion of the offering
and the closing of the Exchange Agreement will have, the ability to determine all matters requiring approval by stockholders; and
(iv) to include a risk factor to discuss the effect, risks and uncertainties of being a controlled company.
If
the Staff has any further comments regarding Pre-Effective Amendment No. 8 to the registration statement on Form S-1, or any subsequent
amendments to the Company’s registration statement on Form S-1, please feel free to contact the undersigned.
ANTHONY,
LINDER & CACOMANOLIS, PLLC
By:
/s/
Laura Anthony
Laura
Anthony, Esq.
cc:
Brian
Fetterolf/U.S. Securities and Exchange Commission
Donald
Field/U.S. Securities and Exchange Commission
Yehuda
Levy/EzFill Holdings, Inc.
Craig
D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC
1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936