SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 18, 2025

Joel Kleiner
Chief Financial Officer
NextNRG, Inc.
67 NW 183rd St
Miami, FL 33169

 Re: NextNRG, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-40809
Dear Joel Kleiner:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 LAURA
 ANTHONY, ESQ.
 CRAIG
 D. LINDER, ESQ.*
 JOHN
 CACOMANOLIS, ESQ.**

 ASSOCIATES
 AND OF COUNSEL:
 JOSEPHINE
 CARINO, ESQ.***
 CHAD
 FRIEND, ESQ., LLM
 MICHAEL
 R. GEROE, ESQ., CIPP/US****
 JESSICA
 HAGGARD, ESQ. *****
 CHRISTOPHER
 T. HINES, ESQ. ******
 PETER
 P. LINDLEY, ESQ., CPA, MBA
 JOHN
 LOWY, ESQ.*******
 STUART
 REED, ESQ.
 LAZARUS
 ROTHSTEIN, ESQ.
 SVETLANA
 ROVENSKAYA, ESQ.********
 HARRIS
 TULCHIN, ESQ. *********
 WWW.ALCLAW.COM
 WWW.SECURITIESLAWBLOG.COM

 DIRECT
 E-MAIL: LANTHONY@ALCLAW.COM

 *licensed
in CA, FL and NY

 **licensed
in FL and NY

 ***
licensed in CA

 ****licensed
in CA, DC, MO and NY

 *****licensed
in Missouri

 ******
licensed in CA and DC

 *******licensed
in NY and NJ

 ********licensed
in NY and NJ

 *********licensed
in CA and HI (inactive in HI)

 September
5, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance, Office of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Blaise Rhodes

 Re:
 NextNRG,
 Inc.

 Form
 10-K for Fiscal Year Ended December 31, 2024

 For
 10-Q for Fiscal Quarter Ended March 31, 2025

 File
 No. 001-40809

 Dear
Mr. Rhodes:

 This
letter is being furnished in response to the comments of the staff (the "Staff") of the Division of Corporation Finance of
the Securities and Exchange Commission (the "Commission") that was contained in the Staff's letter dated August 11,
2025 (the "Comment Letter") to Joel Kleiner, Chief Financial Officer of NextNRG, Inc. (the "Company"), with respect
to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission on March
27, 2025 (the "2024 10-K"), and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2025 (the "Q1 2025 10-Q").

 1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST
PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

 September 5, 2025 Page 2

 Set
forth below are the Company's responses to the Staff's comments contained in the Comment Letter. For ease of reference, the
Staff's comments are reproduced below in italics and are followed by the Company's response.

 Form
10-K for Fiscal Year Ended December 31, 2024

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Non-GAAP
Financial Measures, page 79

 1. Please
 disclose the nature and calculation of the "average fuel margin per gallon" measure
 presented on page 80. Please provide the disclosures required in Item 10(e) of Regulation
 S-K if this measure is a non-GAAP financial measure.

 Response:
Average fuel margin per gallon is a non-GAAP financial measure that the Company previously disclosed in its periodic reports. Because
the Company's management does not currently believe that presentation of average fuel margin per gallon provides useful information
to investors regarding the Company's financial condition and results of operations, management has determined that it will no longer
disclose average fuel margin per gallon in its periodic reports going forward. Accordingly, the Company did not include average fuel
margin per gallon in the Q2 2025 10-Q.

 The
Company calculated average fuel margin per gallon by subtracting cost of sales specific to fuel purchases and merchant fees from net
sales and dividing it by the number of gallons delivered in the reporting period.

 The
tables below provide information regarding the components and calculation of average fuel margin per gallon for the fiscal years ended
December 31, 2024 and 2023, respectively.

 Component
 Description
 2024
 2023

 Net Sales (a)
 Total revenue from fuel sales during the reporting period
 $ 27,770,279
 $ 23,216,423

 Less: Fuel Cost of Sales (b)
 Direct costs associated with purchasing fuel
 $ 22,394,908
 $ 19,186,109

 Less: Merchant Fees (c)
 Credit card and payment processing fees tied to fuel sales
 $ 210,157
 $ 195,083

 Fuel Margin (a – b – c)
 Net sales less fuel cost of sales and merchant fees
 $ 5,165,214
 $ 3,835,231

 Gallons Delivered (d)
 Total gallons of fuel delivered during the reporting period
 7,231,618
 5,853,167

 Average Fuel Margin Per Gallon ((a – b – c) ÷ d)
 Fuel Margin divided by Gallons Delivered
 $ 0.71
 $ 0.66 *

 *
The $0.01 difference between the information presented in this table and that provided in the 2024 10-K is due to
rounding.

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 3

 Note
2 – Summary of Significant Accounting Policies

 Business
Segments and Expense Disclosure, page F-13

 2. Please
 tell us how your disclosure under "Application of ASU 2023-07 – Segment Expense
 Disclosure Requirements" complies with the requirements in ASC 280-10- 50-20 through
 50-31 and 280-10-55-15D though 55-15F. Please note that the segment disclosures are also
 required in your interim financial statements including your Form 10-Q for fiscal quarter
 ended March 31, 2025. Refer to ASC 280-10-50-32.

 Response:
The Company acknowledges the Staff's comment. Although certain segment disclosures required under ASC 280-10-50-20 through 50-31
and 280-10-55-15D through 55-15F were inadvertently omitted from the 2024 10-K and the Q1 2025 10-Q, in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August 14, 2025 (the "Q2 2025 10-Q"),
the Company included the following segment disclosures (see Notes to Unaudited Consolidated Financial Statements-Segment Reporting ,
beginning on page F-54):

 Note
12 – Segment Reporting

 The
Company operates in two reportable segments: Energy Infrastructure and Mobile Fuel Delivery. The Company's segments were determined
based on the economic characteristics of its products and services, its internal organizational structure, the manner in which operations
are managed and the criteria used by the Company's Chief Operating Decision Maker (CODM) to evaluate performance, which include
revenue, gross margin, and operating profit.

 Mobile
Fueling

 The
Company's mobile fueling segment provides on-demand fuel delivery services through a growing fleet of fuel trucks operating across
a national footprint. These operations serve commercial fleets and other customers, offering a more efficient, time-saving alternative
to traditional fueling stations. The Company is integrating sustainable energy solutions into its fueling operations, with the goal of
assisting customers in transitioning to electric vehicles and incorporating advanced technologies such as wireless EV charging to enhance
service efficiency and support the adoption of clean energy.

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 4

 Energy
Infrastructure

 The
Company's energy infrastructure segment focuses on the development, deployment, and operation of AI/ML-powered smart microgrids,
solar energy systems, battery storage, and wireless EV charging solutions. These systems are designed to improve grid resiliency, optimize
energy use, reduce costs, and increase access to reliable, sustainable power for commercial, industrial, municipal, and tribal customers.
Revenue is generated primarily through power purchase agreements, leases, and technology licensing, with projects spanning utility-scale
installations, community energy systems, and integration of distributed energy resources.

 The
following tables present certain financial information related to our reportable segments:

 As of June 30, 2025

 Energy Infrastructure
 Mobile Fuel Delivery
 Total

 Cash
 $ 773,314
 $ 1,879,524
 $ 2,652,838

 Accounts receivable - net
 -
 3,047,133
 3,047,133

 Inventory
 -
 227,070
 227,070

 Prepaids and other
 -
 2,275,237
 2,275,237

 Property and equipment - net
 51,762
 6,448,533
 6,500,295

 Intangible assets - net
 4,829,998
 -
 4,829,998

 Project Deposit
 3,929,161
 -
 3,929,161

 Operating lease - right-of-use asset
 -
 1,569,992
 1,569,992

 Operating lease - right-of-use asset - related party
 -
 262,474
 262,474

 Deposits
 -
 226,865
 226,865

 Total Assets
 $ 9,584,235
 $ 15,936,828
 $ 25,521,063

 For the six months ended June 30, 2025

 Energy Infrastructure
 Mobile Fuel Delivery
 Total

 Sales - net
 -
 35,964,241
 35,964,241

 Cost of sales
 -
 33,876,457
 33,876,457

 General and administrative expenses
 3,095,143
 8,724,033
 11,819,176

 Stock based compensation
 -
 25,499,097
 25,499,097

 Depreciation and amortization
 232,567
 1,056,521
 1,289,088

 Total costs and expenses
 3,327,710
 69,156,108
 72,483,818

 Interest income
 41
 -
 41

 Other income
 75,750
 (985,060 )
 (909,310 )

 Gain (loss) on settlement
 -
 (1,134,944 )
 (1,134,944 )

 Interest expense (including amortization of debt discount)
 (2,867,909 )
 (4,774,519 )
 (7,642,428 )

 Total other income (expense) - net
 (2,792,118 )
 (5,759,580 )
 (8,551,698 )

 Net loss
 (6,119,828 )
 (38,951,447 )
 (45,071,275 )

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 5

 As of December 31, 2024

 Energy Infrastructure
 Mobile Fuel Delivery
 Total

 Cash
 52,844
 1,559,273
 $ 1,612,117

 Accounts receivable - net
 -
 1,614,664
 1,614,664

 Inventory
 -
 126,400
 126,400

 Prepaids and other
 -
 42,509
 42,509

 Property and equipment - net
 63,833
 7,475,674
 7,539,507

 Intangible assets - net
 5,053,332
 -
 5,053,332

 Deposit on future asset purchase
 -
 2,035,283
 2,035,283

 Project Deposit
 3,929,161
 -
 3,929,161

 Operating lease - right-of-use asset
 -
 61,151
 61,151

 Operating lease - right-of-use asset - related party
 -
 314,957
 314,957

 Deposits
 -
 49,041
 49,041

 Total Assets
 9,099,170
 13,278,952
 $ 22,378,122

 For the six months ended June 30, 2024

 Energy Infrastructure
 Mobile Fuel Delivery
 Total

 Sales - net
 -
 13,991,897
 13,991,897

 Cost of sales
 -
 12,982,785
 12,982,785

 General and administrative expenses
 1,401,136
 3,043,430
 4,444,566

 Stock based compensation
 -
 251,334
 251,334

 Depreciation and amortization
 232,930
 540,891
 773,821

 Total costs and expenses
 1,634,066
 16,818,440
 18,452,506

 Interest income
 -
 -
 -

 Other income
 1
 124,250
 124,251

 Interest expense (including amortization of debt discount)
 (1,393,717 )
 (2,561,562 )
 (3,955,279 )

 Total other income (expense) - net
 (1,393,716 )
 (2,437,312 )
 (3,831,028 )

 Net loss
 (3,027,782 )
 (5,263,855 )
 (8,291,637 )

 The
Company further confirms that it will include appropriate disclosures as required by ASC 280-10-50-20 through 50-31 and 280-10-55-15D
through 55-15, in its future periodic reports.

 Cost
of Sales, page F-30

 3. You
 have a separate line item on the face of your statement of operations for depreciation and
 amortization. Please revise your note disclosure in future filings to clarify whether you
 allocate a portion of depreciation and amortization to cost of sales, and, if applicable,
 revise your line item description for cost of sales. Refer to SAB Topic 11:B.

 Response:
The Company acknowledges the Staff's comment and included the following disclosure in the Q2 2025 10-Q (see Notes to Unaudited
Consolidated Financial Statements-Note 2-Summary of Significant Accounting Policies-Cost of Sales on page F-23,
and Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies
and Estimates-Cost of Sales on page 27):

 Fuel
costs include all costs incurred to acquire fuel, including supporting transportation costs prior to delivery to customers. Fuel costs
do not include any depreciation of property and equipment as there are no significant amounts that could be attributed to fuel costs.
Accordingly, depreciation and amortization are separately classified in the consolidated statements of operations and are not recorded
in cost of sales.

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 6

 The
Company further confirms that it will include similar disclosure, as appropriate, in its future periodic reports.

 Additionally,
with respect to the line item on the Company's consolidated statements of operations that was identified as "Cost of sales"
in previous periodic reports, the Company will identify this line item as "Cost of sales (exclusive of depreciation shown separately
below)" in future periodic reports, consistent with SAB Topic 11.B.

 Form
10-Q for Fiscal Quarter Ended March 31, 2025

 Item
1. Financial Statements

 Consolidated
Statements of Operations, page F-2

 4. The
 "weighted average number of shares - basic and diluted" amounts for the three
 months ended March 31, 2025 and 2024 appear to be inconsistent with the number of shares
 amounts disclosed in the consolidated statements of changes in stockholders' deficit
 for the corresponding periods disclosed on pages F-3 and F-4. Please provide us with your
 calculations.

 Response:
The Company acknowledges that the "weighted average number of shares – basic and diluted" amounts for the three months
ended March 31, 2025 and 2024, as presented in the Q1 2025 10-Q was incorrect and inconsistent with the number of shares presented in
the consolidated statements of changes in stockholders' deficit. The Company has prepared corrected calculations of the weighted
average number of shares outstanding, which are provided below. The Company will ensure that the weighted average number of shares outstanding
is accurately reported in future periodic reports.

 2024
Calculation:

 Issue Date
 # Shares
 Issued
 Cumulative
 Days Outstanding
 (Issue Date Minus
 Period End Date)
 Weighted Average (#
 of Shares Divided by
 Total Days in Period
 Times Days
 Outstanding)

 1/1/24
 101,806,612
 101,806,612
 90
 101,806,612

 2/15/2024
 125
 101,806,737
 45
 63

 2/15/2024
 125
 101,806,862
 45
 63

 2/15/2024
 126
 101,806,988
 45
 63

 3/31/24

 101,806,988
 90

 Weighted Average Shares (Sum of Weighted Average)
 101,806,800

 Net Loss
 (2,675,252 )

 Net Loss Per Share (Net Loss divided by Weighted Average Shares)
 $ (0.03 )

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 7

 2025
Calculation:

 Issue Date
 # Shares Issued
 Cumulative
 Days Outstanding (Issue Date Minus Period End Date)
 Weighted Average (# of Shares Divided by Total Days in Period Times Days Outstanding)

 1/1/25
 106,707,827
 106,707,827
 89
 106,707,827

 1/14/2025
 32,000
 106,739,827
 76
 27,326

 1/14/2025
 150,600
 106,890,427
 76
 128,602

 1/30/2025
 3,334
 106,893,761
 60
 2,248

 2/1/2025
 8,333
 106,902,094
 58
 5,430

 2/13/2025
 150,600
 107,052,694
 46
 77,838

 3/1/2025
 8,333
 107,061,027
 30
 2,809

 3/3/2025
 27,574
 107,088,601
 28
 8,675

 3/26/2025
 15,000
 107,103,601
 5
 843

 2/26/2025
 15,000
 107,118,601
 33
 5,562

 2/13/25
 5,000,000
 112,118,601
 46
 2,584,270

 3/31/25
 75,378
 112,193,979
 0
 0

 1/15/25
 41,437
 112,235,416
 75
 34,919

 3/27/25
 61,204
 112,296,620
 4
 2,751

 3/31/25

 112,296,620
 89

 Weighted Average Shares (Sum of Weighted Average)
 109,589,099

 Net Loss
 (8,937,999 )

 Net Loss Per Share (Net Loss divided by Weighted Average Shares)
 $ (0.08 )

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 8

 Note
1 – Organization and Nature of Operations

 Segment
Reporting, page F-18

 5. You
 disclose on page F-9 that you present your consolidated financial statements with segments
 for mobile fueling services, energy infrastructure services, and technology solutions. Please
 clarify and revise to disclose explicitly how many operating segments you have and provide
 us with a detailed analysis of how you determined you operate as a single reportable segment.

CORRESP
 1
 filename1.htm

 LAURA
 ANTHONY, ESQ.
 CRAIG
 D. LINDER, ESQ.*
 JOHN
 CACOMANOLIS, ESQ.**

 ASSOCIATES
 AND OF COUNSEL:
 JOSEPHINE
 CARINO, ESQ.***
 CHAD
 FRIEND, ESQ., LLM
 MICHAEL
 R. GEROE, ESQ., CIPP/US****
 JESSICA
 HAGGARD, ESQ. *****
 CHRISTOPHER
 T. HINES, ESQ. ******
 PETER
 P. LINDLEY, ESQ., CPA, MBA
 JOHN
 LOWY, ESQ.*******
 STUART
 REED, ESQ.
 LAZARUS
 ROTHSTEIN, ESQ.
 SVETLANA
 ROVENSKAYA, ESQ.********
 HARRIS
 TULCHIN, ESQ. *********
 WWW.ALCLAW.COM
 WWW.SECURITIESLAWBLOG.COM

 DIRECT
 E-MAIL: LANTHONY@ALCLAW.COM

 *licensed
in CA, FL and NY

 **licensed
in FL and NY

 ***
licensed in CA

 ****licensed
in CA, DC, MO and NY

 *****licensed
in Missouri

 ******
licensed in CA and DC

 *******licensed
in NY and NJ

 ********licensed
in NY and NJ

 *********licensed
in CA and HI (inactive in HI)

 August
26, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance, Office of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Blaise Rhodes

 Re:
 NextNRG,
 Inc.

 Form
 10-K for Fiscal Year Ended December 31, 2024

 For
 10-Q for Fiscal Quarter Ended March 31, 2025

 File
 No. 001-40809

 Dear
Mr. Rhodes:

 This
letter is being furnished in response to the comments of the staff (the "Staff") of the Division of Corporation Finance of
the Securities and Exchange Commission (the "Commission") that was contained in the Staff's letter dated August 11,
2025 (the "Comment Letter") to Joel Kleiner, Chief Financial Officer of NextNRG, Inc. (the "Company"), with respect
to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission on March
27, 2025 (the "2024 10-K"), and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2025 (the "Q1 2025 10-Q").

 1700 PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

 August
26, 2025

 Page
2

 The
Comment Letter requested that the Company respond within 10 business days (i.e. by August 25, 2025) or advise the Staff when the Company
will respond. The Company is diligently working on its response to the Comment Letter. As indicated in my office's voicemails to
the Staff yesterday and per the conversation with my office this morning, the Company expects to submit its response to the Comment Letter
no later than Friday, September 5, 2025.

 Please
do not hesitate to contact us should you have any questions.

 Sincerely
 yours,

 /s/
 Laura Anthony

 Laura
 Anthony, Esq.

 Anthony,
 Linder & Cacomanolis, PLLC

 Cc:
 Suying
 Li/Securities and Exchange Commission

 Michael
 D. Farkas/NextNRG, Inc.

 Joel
 Kleiner/NextNRG, Inc.

 Yechiel
 Baron/NextNRG, Inc.

 625
N. FLAGLER DRIVE, SUITE 600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2025

Joel Kleiner
Chief Financial Officer
NextNRG, Inc.
67 NW 183rd St
Miami, FL 33169

 Re: NextNRG, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-40809
Dear Joel Kleiner:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 79

1. Please disclose the nature and calculation of the "average fuel marginn
per gallon"
 measure presented on page 80. Please provide the disclosures required in
Item 10(e)
 of Regulation S-K if this measure is a non-GAAP financial measure.
Note 2 - Summary of Significant Accounting Policies
Business Segments and Expense Disclosure, page F-13

2. Please tell us how your disclosure under "Application of ASU 2023-07 -
Segment
 Expense Disclosure Requiurements" complies with the requirements in ASC
280-10-
 50-20 through 50-31 and 280-10-55-15D though 55-15F. Please note that
the segment
 disclosures are also required in your interim financial statements
including your Form
 10-Q for fiscal quarter ended March 31, 2025. Refer to ASC 280-10-50-32.
 August 11, 2025
Page 2

Cost of Sales, page F-30

3. You have a separate line item on the face of your statement of
operations for
 depreciation and amortization. Please revise your note disclosure in
future filings to
 clarify whether you allocate a portion of depreciation and amortization
to cost of
 sales, and, if applicable, revise your line item description for cost of
sales. Refer to
 SAB Topic 11:B.
Form 10-Q for Fiscal Quarter Ended March 31, 2025
Item 1. Financial Statements
Consolidated Statements of Operations, page F-2

4. The "weighted average number of shares - basic and diluted" amounts for
the three
 months ended March 31, 2025 and 2024 appear to be inconsistent with the
number of
 shares amounts disclosed in the consolidated statements of changes in
stockholders'
 deficit for the corresponding periods disclosed on pages F-3 and F-4.
Please provide
 us with your calculations.
Note 1 - Organization and Nature of Operations
Segment Reporting, page F-18

5. You disclose on page F-9 that you present your consolidated financial
statements with
 segments for mobile fueling services, energy infrastructure services,
and technology
 solutions. Please clarify and revise to disclose explicitly how many
operating
 segments you have and provide us with a detailed analysis of how you
determined you
 operate as a single reportable segment. Refer to ASC 280-10-50-1 through
50-9. If
 you are aggregating operating segments, please tell us how you
considered the
 aggregation criteria in ASC 280-10-50-11 and the quantitative thresholds
in ASC 280-
 10-50-12.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Blaise Rhodes at 202-551-3774 or Suying Li at
202-551-3335 if you
have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

December
20, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Brian Fetterolf and Donald Field

    RE:
    EzFill
    Holdings, Inc.

    Registration
    Statement on Form S-1 (File No. 333-275761)

    Request
    for Acceleration of Effective Date

    Requested
    Date: Friday, December 20, 2024

    Requested
    Time: 5:00 p.m. Eastern Time (US)

Messrs.
Fetterolf and Field:

In
connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we, as a representative of the several underwriters, hereby join in the request of EzFill Holdings, Inc. that the
effective date of the Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time (US), on
Friday, December 20, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus
to underwriters, dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Kevin Mangan

    Name:
    Kevin
    Mangan

    Title:
    Managing
    Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

EZFILL
HOLDINGS, INC.

67
NW 183rd St.,

Miami,
Florida 33169

December
20, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Brian
    Fetterolf and Donald Field

    Re:
    EzFill
    Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275761

    Acceleration
    Request

    Requested
    Date:

    Friday,
    December 20, 2024

    Requested
    Time:

    5:00
    p.m., Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, EzFill Holdings, Inc. (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-275761) (the “Registration Statement”) to become effective
on Friday, December 20, 2024 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant
may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
Craig D. Linder, Esq. of Anthony, Linder & Cacomanolis, PLLC, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Craig D. Linder, Esq. of Anthony, Linder
& Cacomanolis, PLLC, counsel to the Registrant, at (561) 514-0936.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
    the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    EZFILL
    HOLDINGS, INC.

    By:
    /s/
    Yehuda Levy

    Yehuda
    Levy

    Chief
    Executive Officer

    cc:
    Craig
    D. Linder, Esq., Anthony, Linder & Cacomanolis, PLLC

CORRESP
1
filename1.htm

EZFILL
HOLDINGS, INC.

67
NW 183rd St.,

Miami,
Florida 33169

December
19, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

  Attn:
  Brian Fetterolf and Donald Field

    RE:
    EzFill
    Holdings, Inc.

    Withdrawal
    of Acceleration Request for Registration Statement on Form S-1

    File
    No. 333-275761

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on December 16, 2024, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for December 18, 2024 at 5:00 p.m., Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We hereby formally withdraw our request for acceleration of the effective date.

[Signature
Page Follows]

    Very
    truly yours,

    EZFILL
    HOLDINGS, INC.

    By:
    /s/
                                            Yehuda Levy

    Yehuda
    Levy

    Chief
    Executive Officer

    cc:
    Craig
    D. Linder, Esq.

CORRESP
1
filename1.htm

    December
    19, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    EZFill
    Holdings, Inc. (“Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-275761) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on December 16, 2024, in which we, ThinkEquity LLC, as representative of the
underwriters of the offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement, as orally modified so that such Registration Statement be declared effective on Thursday, December 19, 2024, at 5:00 p.m.,
ET, or as soon thereafter as practicable. We hereby formally withdraw our previous request for acceleration.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/ Kevin
    Mangan

    Name:

    Kevin
    Mangan

    Title:

    Managing
    Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

December
16, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Brian Fetterolf and Donald Field

    RE:
    EzFill
    Holdings, Inc.

    Registration
    Statement on Form S-1 (File No. 333-275761)

    Request
    for Acceleration of Effective Date

    Requested
    Date: Wednesday, December 18, 2024

    Requested
    Time: 5:00 p.m. Eastern Time (US)

Messrs.
Fetterolf and Field:

In
connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we, as a representative of the several underwriters, hereby join in the request of EzFill Holdings, Inc. that the
effective date of the Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time (US), on
Wednesday, December 18, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus
to underwriters, dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Kevin Mangan

    Name:
    Kevin
    Mangan

    Title:
    Managing
    Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

EZFILL
HOLDINGS, INC.

67
NW 183rd St.,

Miami,
Florida 33169

December
16, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Brian
    Fetterolf and Donald Field

    Re:

    EzFill
    Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275761

    Acceleration
    Request

    Requested
    Date:

    Wednesday,
    December 18, 2024

    Requested
    Time:

    5:00
    p.m.,  Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, EzFill Holdings, Inc. (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-275761) (the “Registration Statement”) to become effective
on Wednesday, December 18, 2024 at 5:00 p.m.,  Eastern Time, or as soon as practicable thereafter, or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant
hereby authorizes Craig D. Linder, Esq. of Anthony, Linder & Cacomanolis, PLLC, counsel to the Registrant, to make such request on
its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Craig D. Linder, Esq. of Anthony, Linder
& Cacomanolis, PLLC, counsel to the Registrant, at (561) 514-0936.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
    the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    EZFILL
    HOLDINGS, INC.

    By:
    /s/
    Yehuda Levy

    Yehuda
    Levy

    Chief
    Executive Officer

    cc:
    Craig
    D. Linder, Esq., Anthony, Linder & Cacomanolis, PLLC

CORRESP
1
filename1.htm

    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

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.

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

United States securities and exchange commission logo
June 14, 2024
Yehuda Levy
Chief Executive Officer
EzFill Holdings, Inc.
67 NW 183rd St.
Miami, Florida 33169
Re:EzFill Holdings, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed June 3, 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 May 16, 2024 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.

 FirstName LastNameYehuda Levy
 Comapany NameEzFill Holdings, Inc.
 June 14, 2024 Page 2
 FirstName LastName
Yehuda Levy
EzFill Holdings, Inc.
June 14, 2024
Page 2
            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

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

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

EzFill
Holdings, Inc.

67
NW 183rd St.

Miami,
FL 33169

December
15, 2023

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.

Registration
Statement on Form S-1

Filed
November 28, 2023

File
No. 333-275761

Dear
Messrs. Fetterolf and Field:

EzFill
Holdings, Inc. (the “Company”) previously submitted a Registration Statement on Form S-1 (the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”) on November 28, 2023. Amendment
No. 1 responds to the comment letter received on December 12, 2023 from the staff of the Commission (the “Staff”).
For ease of review, we have set forth below the comment of your letter followed by the Company’s response thereto.

Registration
Statement on Form S-1 filed November 28, 2023

Risks
Related to the Pending Acquisition of Next Charging, page 9

 1. Please
                                            revise to add a risk factor to discuss the potential dilution public shareholders could experience
                                            as a result of this offering and the contemplated acquisition of Next Charging. Please disclose
                                            the post-offering and post-acquisition ownership percentages for the different shareholder
                                            contingency groups, i.e. public shareholders, existing officers and directors and major shareholders
                                            and members of Next Charging who will receive shares in the exchange. Please include enough
                                            information so new public investors can fully appreciate the ownership of the company after
                                            the offering and the acquisition of Next Charging. Lastly, please include a cross-reference
                                            in the prospectus summary to this revised disclosure.

Response:
The Company has revised its disclosures to incorporate the Staff’s comment. A risk factor noting the potential dilution shareholders
could experience and the post-offering and post-acquisition ownership percentages been added to the Risks Related to the Pending Acquisition
of Next Charging subsection, and a cross-reference has been added in the prospectus summary.

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,

    /s/
    Yehuda Levy

    Yehuda
    Levy

    Interim
    Chief Executive Officer

  cc:
  Jeff Cahlon

United States securities and exchange commission logo
December 12, 2023
Yehuda Levy
Chief Executive Officer
EzFill Holdings, Inc.
67 NW 183rd St.
Miami, Florida 33169
Re:EzFill Holdings, Inc.
Registration Statement on Form S-1
Filed November 28, 2023
File No. 333-275761
Dear Yehuda Levy:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Registration Statement on Form S-1 filed November 28, 2023
Risks Related to the Pending Acquisition of Next Charging, page 9
1.Please revise to add a risk factor to discuss the potential dilution public shareholders could
experience as a result of this offering and the contemplated acquisition of Next Charging.
Please disclose the post-offering and post-acquisition ownership percentages for the
different shareholder contingency groups, i.e. public shareholders, existing officers and
directors and major shareholders and members of Next Charging who will receive shares
in the exchange.  Please include enough information so new public investors can fully
appreciate the ownership of the company after the offering and the acquisition of Next
Charging.  Lastly, please include a cross-reference in the prospectus summary to this
revised disclosure.

 FirstName LastNameYehuda Levy
 Comapany NameEzFill Holdings, Inc.
 December 12, 2023 Page 2
 FirstName LastName
Yehuda Levy
EzFill Holdings, Inc.
December 12, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
September 20, 2023
Yehuda Levy
Interim Chief Executive Officer
EzFill Holdings Inc
67 NE 183rd Street
Miami, Florida 33169
Re:EzFill Holdings Inc
Preliminary Information Statement on Schedule 14C
Filed September 14, 2023
File No. 001-40809
Dear Yehuda Levy:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Information Statement on Schedule 14C filed September 14, 2023
General
1.We note that the preliminary information statement relates to the increase in the number
of authorized shares necessary to complete the transactions contemplated by the exchange
agreement.  Please revise the information statement to provide all of the information
required by Schedule 14C, including Item 14 of Schedule 14A.  See Note A to Schedule
14A and Item 1 of Schedule 14C.

 FirstName LastNameYehuda Levy
 Comapany NameEzFill Holdings Inc
 September 20, 2023 Page 2
 FirstName LastName
Yehuda Levy
EzFill Holdings Inc
September 20, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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:       David Manno

CORRESP
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December
29, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    EzFill
    Holdings, Inc.

    Form
    S-3

    File
    No. 333-268960

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, EzFill Holdings, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 9:30
a.m. Eastern Time on January 3, 2023, or as soon as practicable thereafter.

    Very
    truly yours,

    EzFill
    Holdings Inc.

    By:
    /s/
    Mike McConnell

    Mike
    McConnell

    Chief
    Executive Officer

United States securities and exchange commission logo
December 29, 2022
Michael McConnell
Chief Executive Officer
EzFill Holdings, Inc.
2999 NE 191St Street
Aventura, Florida 33180
Re:EzFill Holdings, Inc.
Registration Statement on Form S-3
Filed December 22, 2022
File No. 333-268960
Dear Michael McConnell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Manno

CORRESP
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September
9, 2021

    VIA
    EDGAR

    Securities
    and Exchange Commission

    Division
    of Corporation Finance

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    RE:
    EzFill
    Holdings, Inc. (“Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-256691) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
ThinkEquity LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Tuesday, September 14, 2021, at
5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through September 9, 2021, we distributed to each underwriter or dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated August 20, 2021, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Kevin Mangan

    Name:

    Kevin Mangan

    Title:

    Managing Director, Head of Equity Syndicate

CORRESP
1
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September
9, 2021

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Donald
    Field, Esq.

    Re:
    EzFill
    Holdings, Inc.

    Form
    S-1 (as amended)

    File
    No. 333-256691

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, EzFill Holdings, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00
p.m. Eastern Daylight Time, September 14, 2021, or as soon as practicable thereafter.

    Very
    truly yours,

    EZFill
    Holdings, Inc.

    By:
    /s/
    Arthur Levine

    Arthur
                                            Levine

    Chief
    Financial Officer

2125
Biscayne Blvd. Ste. 309                |            305.791.1169              |               info@ezfillapp.com                |          getyourezfill.com

CORRESP
1
filename1.htm

August
20, 2021

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Donald Field, Esq. and Mara Ranson, Esq.

    Re:
    Re:
    EzFill Holdings, Inc.

    Amendment
    No. 4 to Registration Statement on Form S-1

    File
    No. 333-256691

Ladies
and Gentlemen:

EzFill
Holdings, Inc. Inc. (the “Company”) is enclosing Amendment No. 4 to the above-referenced registration statement. The Amendment
is being filed to disclose the Company’s issuance of promissory notes and the receipt of the gross proceeds for such notes.

    Very
    truly yours,

    /s/
    Michael J. McConnell

    Michael
    J. McConnell

    Chief
    Executive Officer

CORRESP
1
filename1.htm

July
9, 2021

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Donald Field, Esq. and Mara Ranson, Esq.

    Re:
    EzFill
                                            Holdings, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    June 28, 2021

    File
    No. 333-256691

Ladies
and Gentlemen:

EzFill
Holdings, Inc. Inc. (the “Company”) is hereby responding to the staff’s letter dated July 9, 2021. For ease of review,
we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.

SEC
Comment:

Amendment
No. 2 to Registration Statement on Form S-1

Prospectus
Summary, page 1

1.
We note that a 1:3.76 reverse stock split of your common stock will be effected prior to the closing of this offering. Please confirm
that although the split will be effected prior to the closing of the offering, it will not be effected prior to effectiveness of your
registration statement. Otherwise, please revise your financial statements to reflect the reverse stock split in accordance with ASC
260-10-55-12 and SAB Topic 4:C and have your independent auditor revise its report on page F-15 to reference the reverse stock split,
and dual-date its opinion.

Company
Response:

The Company herby confirms that although the split
will be effected prior to the closing of the offering, it will not be effected prior to the effectiveness of the Registration
Statement. As such, the financial statements included in the Registration Statement do not need to be revised and filing an amendment
to the Registration Statement would not be required.

    Very
    truly yours,

    /s/
    Michael J. McConnell

    Michael
    J. McConnell

    Chief
    Executive Officer

  2125 Biscayne Blvd.
    |
  305.791.1169
    |
  info@ezfillapp.com
    |
  getyourezfill.com

United States securities and exchange commission logo
July 9, 2021
Michael McConnell
Chief Executive Officer
EzFill Holdings, Inc.
2125 Biscayne Blvd, #309
Miami, FL 33137
Re:EzFill Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 28, 2021
File No. 333-256691
Dear Mr. McConnell:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 25, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note that a 1:3.76 reverse stock split of your common stock will be effected prior to
the closing of this offering.  Please confirm that although the split will be effected prior to
the closing of the offering, it will not be effected prior to effectiveness of your registration
statement.  Otherwise, please revise your financial statements to reflect the reverse stock
split in accordance with ASC 260-10-55-12 and SAB Topic 4:C and have your
independent auditor revise its report on page F-15 to reference the reverse stock split, and
dual-date its opinion.

 FirstName LastNameMichael McConnell
 Comapany NameEzFill Holdings, Inc.
 July 9, 2021 Page 2
 FirstName LastName
Michael McConnell
EzFill Holdings, Inc.
July 9, 2021
Page 2
            You may contact Tatanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

June
28, 2021

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Donald Field, Esq. and Mara Ranson, Esq.

    Re:
    Re:
    EzFill Holdings, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1 Filed June 14, 2021

    File
    No. 333-256691

Ladies
and Gentlemen:

EzFill
Holdings, Inc. Inc. (the “Company”) is hereby filing Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration
Statement”) referenced above.

For
ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references
to page numbers in such responses are to page numbers in Registration Statement.

Amendment
No. 1 to Registration Statement on Form S-1

Dilution,
page 13

1.
It appears the pro forma net tangible book value after giving effect to the offering and reverse stock split has been disclosed as
dilution to new investors and vice versa. Consequently, the increase in net tangible book value per share attributable to new
investors should also be revised. Please revise or otherwise advise.

Response:

The
registration statement has been revised in response to the staff’s comment.

    Very
    truly yours,

    /s/
    Michael J. McConnell

    Michael
    J. McConnell

    Chief
    Executive Officer

2125
Biscayne Blvd. | 305.791.1169 | info@ezfillapp.com | getyourezfill.com

United States securities and exchange commission logo
June 25, 2021
Michael McConnell
Chief Executive Officer
EzFill Holdings, Inc.
2125 Biscayne Blvd, #309
Miami, FL 33137
Re:EzFill Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 14, 2021
File No. 333-256691
Dear Mr. McConnell:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Dilution, page 13
1.It appears the pro forma net tangible book value after giving effect to the offering and
reverse stock split has been disclosed as dilution to new investors and vice versa.
Consequently, the increase in net tangible book value per share attributable to new
investors should also be revised.  Please revise or otherwise advise.

 FirstName LastNameMichael McConnell
 Comapany NameEzFill Holdings, Inc.
 June 25, 2021 Page 2
 FirstName LastName
Michael McConnell
EzFill Holdings, Inc.
June 25, 2021
Page 2
            You may contact Tatanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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June
14, 2021

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Donald Field, Esq. and Mara Ranson, Esq.

    Re:
    Re:
    EzFill Holdings, Inc.

    Registration
    Statement on Form S-1 Filed June 1, 2021

    File
    No. 333-256691

Ladies
and Gentlemen:

EzFill
Holdings, Inc. Inc. (the “Company”) is hereby filing Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration
Statement”) referenced above.

For
ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references
to page numbers in such responses are to page numbers in Registration Statement.

Registration
Statement on Form S-1

Dilution,
page 13

    1.
    It
    appears you have included goodwill in the determination of net tangible book value. Please revise or otherwise advise.

Response:

The
Registration Statement has been revised in response to the Staff’s comment.

    2.
    Please
    revise the net tangible book value per share as of March 31, 2021 in the second sentence to agree with the $(0.14) per share disclosed
    elsewhere.

Response:

The
Registration Statement has been revised in response to the Staff’s comment.

    3.
    Please
    reconcile the pro forma net tangible book value per share of $1.13 disclosed in the third paragraph to the $1.05 per share disclosed
    in the table.

Response:

The
Registration Statement has been revised in response to the Staff’s comment.

Response:

The
Registration Statement has been revised in response to the Staff’s comment.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 15

    4.
    We
    note your response to prior comment 3. Please disclose that delivery fees, including one-time delivery fees and monthly subscription
    fees, minimally contribute to revenue, and that their contribution has been decreasing in the periods being presented.

    See
    Section III of SEC Release No. 33-8350.

Response:

The
Registration Statement has been revised in response to the Staff’s comment.

    Very
    truly yours,

    /s/ Michael
    J. McConnell

    Michael
    J. McConnell

    Chief
    Executive Officer

  2125 Biscayne Blvd.
  305.791.1169
  info@ezfillapp.com
  getyourezfill.com

United States securities and exchange commission logo
June 14, 2021
Michael McConnell
Chief Executive Officer
EzFill Holdings, Inc.
2125 Biscayne Blvd, #309
Miami, Fl. 33137
Re:EzFill Holdings, Inc.
Registration Statement on Form S-1
Filed June 1, 2021
File No. 333-256691
Dear Mr. McConnell:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
Dilution, page 13
1.It appears you have included goodwill in the determination of net tangible book value.
Please revise or otherwise advise.
2.Please revise the net tangible book value per share as of March 31, 2021 in the second
sentence to agree with the $(0.14) per share disclosed elsewhere.
3.Please reconcile the pro forma net tangible book value per share of $1.13 disclosed in the
third paragraph to the $1.05 per share disclosed in the table.

 FirstName LastNameMichael McConnell
 Comapany NameEzFill Holdings, Inc.
 June 14, 2021 Page 2
 FirstName LastName
Michael McConnell
EzFill Holdings, Inc.
June 14, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
15
4.We note your response to prior comment 3.  Please disclose that delivery fees, including
one-time delivery fees and monthly subscription fees, minimally contribute to revenue,
and that their contribution has been decreasing in the periods being presented.
See Section III of SEC Release No. 33-8350.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tatanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

June
1, 2021

Securities
and Exchange Commission

100 F Street N.E.

Washington,
D.C. 20549

Division of Corporation Finance

Attention:
Donald Field, Esq. and Mara Ranson, Esq.

  Re:
  EzFill Holdings, Inc.

  Amendment No. 1 to

  Draft Registration Statement on Form S-1 Submitted

  April 21, 2021

  CIK No. 0001817004

Ladies
and Gentlemen:

EzFill
Holdings, Inc. Inc. (the “Company”) is hereby filing a Registration Statement on Form S-1 (the “Registration Statement”).
The Company previously submitted a Amendment No. 1 to Draft Registration Statement on Form S-1 on a confidential basis pursuant to Title
I, Section 106 under the Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”)
on April 21, 2021 (the “Draft Submission”). The Registration Statement 2 has been revised to reflect the Company’s
responses to the comment letter pertaining to the Draft Submission dated May 19, 2021 from the staff of the Commission (the “Staff”).

For
ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references
to page numbers in such responses are to page numbers in Registration Statement.

Amendment
No. 1 to Draft Registration Statement on Form S-1 Cover Page

1. We
                                            note your response to our prior comment 3 and reissue in part. We note your disclosure that
                                            you have applied to list your common stock on Nasdaq. Please revise to identify the trading
                                            symbol for your securities on such market. If your offering is not conditioned upon listing
                                            approval, please state as much and provide disclosure in your risk factors about the lack
                                            of liquidity available to purchasers in this offering. Refer to Item 501(b)(4) of Regulation
                                            S-K.

Response:

The
Registration Statement has been revised to identify that the trading symbol for the Company’s common stock will be EZFL and that
the Company will only complete the offering if its common stock is listed on the Nasdaq Capital Market.

Business
, page 26

2. We
                                            note that you recently entered into a Technology License Agreement. Please revise this section
                                            to discuss this agreement in greater detail to include how it will affect your business and
                                            operations. We also note that the agreement contains a revenue sharing provision. Please
                                            discuss this provision and its potential impact on your current and future revenue streams.

Response:

The
Registration Statement has been revised to discuss how the Technology Licensing Agreement will affect the Company’s business and
operations. Additionally, the Registration Statement has been revised to discuss the revenue sharing provision of the Technology License
Agreement and its potential impact on the Company’s current and future revenue streams.

Consolidated
Statements of Operations, page F-4s

3. Please
                                            separately present revenue from delivery fees and revenue from gasoline sales in your statement
                                            of operations. See Rule 5-03(b)(1) of Regulation S-X.

Response:

Delivery
fees (including one-time delivery fees and monthly subscription fees) totaled 3.9%, 2.0% and 1.6% of total revenue for 2019, 2020 and
the first quarter of 2021, respectively. Since these percentages are all below the 10% threshold specified in Rule 5-03(b)(1), we have
combined these fees with gasoline sales in the revenue amounts included in the statement of income.

    Very
    truly yours,

    /s/ Michael
    J. McConnell

    Michael
    J. McConnell

    Chief
    Executive Officer

United States securities and exchange commission logo
May 19, 2021
Michael McConnell
Chief Executive Officer
EzFill Holdings, Inc.
2125 Biscayne Blvd, #309
Miami, Fl. 33137
Re:EzFill Holdings, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 21, 2021
CIK No. 0001817004
Dear Mr. McConnell:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.We note your response to our prior comment 3 and reissue in part.  We note your
disclosure that you have applied to list your common stock on Nasdaq.  Please revise to
identify the trading symbol for your securities on such market.  If your offering is not
conditioned upon listing approval, please state as much and provide disclosure in your risk
factors about the lack of liquidity available to purchasers in this offering.  Refer to Item
501(b)(4) of Regulation S-K.

 FirstName LastNameMichael McConnell
 Comapany NameEzFill Holdings, Inc.
 May 19, 2021 Page 2
 FirstName LastName
Michael McConnell
EzFill Holdings, Inc.
May 19, 2021
Page 2
Business , page 26
2.We note that you recently entered into a Technology License Agreement.  Please revise
this section to discuss this agreement in greater detail to include how it will affect your
business and operations.  We also note that the agreement contains a revenue sharing
provision.  Please discuss this provision and its potential impact on your current and future
revenue streams.
Consolidated Statements of Operations, page F-4
3.Please separately present revenue from delivery fees and revenue from gasoline sales in
your statement of operations.  See Rule 5-03(b)(1) of Regulation S-X.

            You may contact Tatanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
December 23, 2020
Michael McConnell
Chief Executive Officer
EzFill Holdings, Inc.
2125 Biscayne Blvd, #309
Miami, Fl. 33137
Re:EzFill Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted November 27, 2020
CIK No. 0001817004
Dear Mr. McConnell:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
General
1.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
2.We note that Article VII of your Amended and Restated Certificate of Incorporation
includes an exclusive forum provision that identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action.”

 FirstName LastNameMichael McConnell
 Comapany NameEzFill Holdings, Inc.
 December 23, 2020 Page 2
 FirstName LastNameMichael McConnell
EzFill Holdings, Inc.
December 23, 2020
Page 2
Please disclose whether this provision applies to actions arising under the Securities Act
or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
Cover Page
3.We note your disclosure that you intend to apply to list your common stock on a national
securities exchange.  Please revise to identify the national securities exchange and the
trading symbol for your securities on such market.  If your offering is not conditioned
upon listing on a national exchange, please state as much and provide disclosure in your
risk factors about the lack of liquidity available to purchasers in this offering. Refer to
Item 501(b)(4) of Regulation S-K.
Prospectus Summary, page 7
4.Please revise the second paragraph to quantify the number of mobile delivery trucks in
your fleet.  In this regard, we note your disclosure on page 27 that you currently operate
11 mobile delivery trucks.
5.Please revise to disclose that your auditors have issued a going concern opinion on your
audited financial statements.  Please also revise to disclose your history of net losses,
working capital deficit, the current rate at which you use funds in your operations and the
amount of time your present capital will last at this rate without additional funds.
An occurrence of an uncontrolled event such as the covid-19 pandemic..., page 11
6.Please revise your risk factor to discuss in more concrete terms how the Covid-19
pandemic has impacted your business to date, if known.  Your indication that it "may
adversely impact [y]our operations... " does not sufficiently address how your operations
have been impacted since the start of the pandemic to date, as compared to pre-pandemic
periods of operation.
If we are unable to continue as a going concern, page 12
7.We note that in November of 2020 you entered into a new $1 million loan agreement
with Yazoma Holdings, LLC.  In future amendments, please revise this risk factor to

 FirstName LastNameMichael McConnell
 Comapany NameEzFill Holdings, Inc.
 December 23, 2020 Page 3
 FirstName LastName
Michael McConnell
EzFill Holdings, Inc.
December 23, 2020
Page 3
discuss your financial position as of the most recent interim period to include any
subsequent events which materially impact your financial position.
Changes in commodity market prices..., page 13
8.Please revise this risk factor to discuss how the terms of the agreement you have with your
main supplier impact the potential for margin payment obligations discussed in this risk.
In this regard, we note that your cost of goods sold exceeds the revenue you have
recognized for the period ended June 30, 2020, which suggests that you have been unable
to pass along the price of fuel contracted by your main supplier to your customers.
Use of Proceeds, page 17
9.Please revise the second paragraph to more specifically identify and quantify the principal
intended uses of the net proceeds.  Refer to Item 504 of Regulation S-K.
Overview, page 20
10.You disclose four verticals in which the business operates, but elsewhere in the filing, you
disclose three verticals. Please revise your disclosures so this information is the same
throughout the filing.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 23
11.We note that customers have the option of paying a monthly subscription fee to receive
unlimited fueling for a month instead of paying per delivery.  Please expand your results
of operations discussion to quantify the amount of revenue and cost of sales generated
from subscriptions.  Refer to Item 303(a)(3)(i) of Regulation S-K and SEC Release No.
33-8350.
Business, page 25
12.We note your disclosure on page 14 that you purchase approximately 90% of your fuel
needs from one supplier.  Please revise this section to identify your principal supplier.
Refer to Item 101(h)(4)(v) of Regulation S-K. Please also file any agreements you have
with your principal supplier as an exhibit, consistent with Item 601(b)(10) of Regulation
S-K.
Management, page 34
13.We note that certain individuals will become directors upon completion of the offering.
Please file consents for such individuals as required by Rule 438 of the Securities Act of
1933.  Please also reconcile your listed directors with your disclosure that your board of
directors is currently comprised of seven members.

 FirstName LastNameMichael McConnell
 Comapany NameEzFill Holdings, Inc.
 December 23, 2020 Page 4
 FirstName LastName
Michael McConnell
EzFill Holdings, Inc.
December 23, 2020
Page 4
Executive Compensation, page 41
14.You indicate that there was no compensation due for the fiscal year ended June 30, 2020,
however, your financial statements suggest otherwise at Note 11, where you discuss an
employment agreement you entered into with a director, and at Note 12, where you
discuss an employment agreement that you entered into with an officer.  Please revise or
advise.
Security Ownership of Certain Beneficial Owners and Management, page 48
15.We note your disclosure on page 47 which states that certain amounts of related party
notes are convertible into common stock or included warrants to purchase common stock.
Confirm that the total number of shares held by the related party noteholders reflected in
this table includes shares of common stock that are are currently outstanding and shares
the holder has the right to acquire in the future and provide footnote disclosure regarding
the latter amounts, consistent with Item 403(a) of Regulation S-K.
(2) Going Concern, page F-11
16.Please disclose information that enables users of the financial statements to understand (1)
management’s evaluation of the significance of the conditions or events that raised
substantial doubt about the Company's ability to continue as a going concern in relation to
the company’s ability to meet its obligations; and (2) management’s plans that are
intended to mitigate the conditions or events that raise substantial doubt about the
company’s ability to continue as a going concern. If substantial doubt is not alleviated
after consideration of management’s plans, management must also include a statement
that there is substantial doubt about the company’s ability to continue as a going concern
within one year after the date that the financial statements are issued (or available to be
issued).  Refer to ASC 205-40-50-12 and 13.
Notes to Consolidated Financial Statements
(13) Business Combinations, page F-19
17.It appears that you succeeded to substantially all of the business of EzFill FL, LLC and
that your operations before the succession were insignificant relative to the operations
acquired.  It therefore appears that EzFill FL, LLC is the predecessor, and predecessor
audited financial statements required by Rule 8-02 of Regulation S-X should be provided.
Please advise.
18.Please tell us your consideration of Rule 8-04 of Regulation S-X with regard to your
acquisition of Neighborhood Fuel, Inc.

 FirstName LastNameMichael McConnell
 Comapany NameEzFill Holdings, Inc.
 December 23, 2020 Page 5
 FirstName LastName
Michael McConnell
EzFill Holdings, Inc.
December 23, 2020
Page 5
            You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services