S-1 1 ny20009895x1_s1.htm S-1

As filed with the U.S. Securities and Exchange Commission on September 12, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lazydays Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			5500			82-4183498
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

6130 Lazy Days Blvd.

Seffner, Florida 33584

Telephone: (813) 246-4999

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John North

Chief Executive Officer

Lazydays Holdings, Inc.

4042 Park Oaks Blvd., Suite 350

Tampa, Florida 33610

Telephone: (813) 246-4999

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael L. Zuppone

Gil Savir

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

(212) 318-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

	Per Share	Total⁽¹⁾
Subscription Price	$[•]	$[•]
Proceeds to us, before expenses	$[•]	$[•]

			Page
ABOUT THIS PROSPECTUS			ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			iii
QUESTIONS & ANSWERS			iv
PROSPECTUS SUMMARY			1
THE OFFERING			4
RISK FACTORS			9
USE OF PROCEEDS			14
CAPITALIZATION			15
DILUTION			16
MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK			17
THE RIGHTS OFFERING			18
DESCRIPTION OF OUR CAPITAL STOCK			26
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			31
PLAN OF DISTRIBUTION			39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			40
LEGAL MATTERS			42
EXPERTS			42
INCORPORATION OF INFORMATION BY REFERENCE			43

By Mail:			By Overnight Delivery:
Broadridge Corporate Issuer Solutions, LLC Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718			Broadridge Corporate Issuer Solutions, LLC Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717

	As of June 30, 2023 (Unaudited)
	Actual	Pro Forma
	(Dollars in thousands)
Cash	$24,173	$
Total current assets	454,636
Total liabilities	530,773
Series A convertible preferred stock; 600,000 shares, designated, issued, and outstanding; liquidation preference of $60,000	54,983
Stockholders’ Equity
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized	—
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 17,328,483 shares issued and 13,916,261 shares outstanding	—
Additional paid-in capital	162,211
Treasury Stock, at cost, 3,412,222 shares	(57,128)
Retained earnings	166,487
Total stockholders’ equity	$271,570	$
Total Capitalization	$768,717

Name of Beneficial Owners	Amount and Nature of Beneficial Ownership (Common Stock)	Percent of Class⁽¹⁾	Amount and Nature of Beneficial Ownership (Series A Preferred Stock)⁽²⁾	Percent of Class⁽³⁾	Percent of Total Voting Power⁽⁴⁾
Directors and Named Executive Officers
John North	35,103	*	—	—	—
Kelly Porter	18,588	*	—	—	—
Robert DeVincenzi	80,708⁽⁵⁾	*	—	—	—
Jerry Comstock	51,173⁽⁶⁾	*	—	—	*
James J. Fredlake	61,335⁽⁷⁾	*	—	—	*
Jordan Gnat	41,955⁽⁸⁾	*	—	—	*
Erika Serow	36,955⁽⁹⁾	*	—	—	*
Christopher S. Shackelton	11,256,916⁽¹⁰⁾	59.1%	500,000⁽¹¹⁾	83.3%	56.1%
All directors and executive officers as a group (10 persons)	11,582,733⁽¹²⁾	60.4%	500,000	83.3%	57.4%

5% or Greater Securityholders
Coliseum Capital Management, LLC.	11,256,916⁽¹⁰⁾	59.1%	500,000⁽¹¹⁾	83.3%	56.1%
Park West Asset Management LLC	1,397,881⁽¹³⁾	9.99%	100,000⁽¹³⁾	16.7%	7.0%
Divisadero Street Capital Management, LP	722,357⁽¹⁴⁾	5.16%	—	—	3.6%
Cannell Capital, LLC	1,092,399⁽¹⁵⁾	7.8%	—	—	5.5%

Item			Amount
SEC registration fee			$1,102.00
Subscription agent fees and expenses			*
Information agent fees and expenses			*
Printing and postage expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Miscellaneous fees and expenses			*
Total			$*

Exhibit Number			Description
2.1			Agreement and Plan of Merger, dated as of October 27, 2017, by and among Andina Acquisition Corp. II, Andina II Holdco Corp., Andina II Merger Sub Inc., Lazy Days’ R.V. Center, Inc. and A. Lorne Weil (included as Annex A to the Proxy Statement/Prospectus/Information Statement filed on February 14, 2018 and incorporated herein by reference).
2.2			Asset Purchase Agreement among BYRV, Inc., BYRV Washington, Inc., Bruce Young, Mark Bretz, The Bruce A. Young Revocable Trust, The Bruce A. Young 2021 Gift Trust and Lazydays RV of Oregon, LLC, effective as of July 9, 2021 (filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference).
3.1			Amended and Restated Certificate of Incorporation of Lazydays Holdings, Inc., including the Certificate of Designations of Series A Convertible Preferred Stock (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on June 3, 2022 and incorporated herein by reference).
3.2			Amended and Restated Bylaws of Lazydays Holdings, Inc., effective January 25, 2023 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on January 27, 2023 and incorporated herein by reference).
3.3			Certificate of Designations of Series A Preferred Stock of Lazydays Holdings, Inc. (included as Annex D to the Proxy Statement/Prospectus/Information Statement filed on February 14, 2018 and incorporated herein by reference).
4.1			Specimen Common Stock Certificate of Lazydays Holdings, Inc. (filed as Exhibit 4.5 to the Registration Statement on Form S-4 (SEC File No. 333-221723) filed on January 16, 2018 and incorporated herein by reference).
4.2			Form of Unit Purchase Option (filed as Exhibit 4.5 of Andina’s Form S-1/A filed on November 6, 2015 and incorporated herein by reference).
4.3			Warrant Agreement between Continental Stock Transfer & Trust Company and Andina (filed as Exhibit 4.7 of Andina’s Form S-1/A filed on November 6, 2015 and incorporated herein by reference).
4.4			Form of Specimen Series A Preferred Stock Certificate (filed as Exhibit 4.4 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
4.5			Form of Common Stock purchase warrant (filed as Exhibit 4.5 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
4.6			Form of Pre-Funded Common Stock Purchase warrant (filed as Exhibit 4.6 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
4.7			Description of Registrant’s Securities (filed as Exhibit 4.7 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference).
4.8*			Form of Rights Certificate.
4.9*			Form of Subscription and Information Agent Agreement by and between Lazydays Holdings, Inc. and Broadridge Corporate Issuer Solutions, LLC.
5.1*			Form of Opinion of Paul Hastings LLP.
10.1			Registration Rights Agreement between Andina and certain security holders of Andina (incorporated by reference to Exhibit 10.1 of Andina’s Current Report on Form 8-K filed on December 1, 2015 and incorporated herein by reference).
10.2+			2018 Long-Term Incentive Plan (included as Annex C to the Proxy Statement/Prospectus/Information Statement filed on February 14, 2018 and incorporated herein by reference).
10.3+			Employment Agreement between Lazydays Holdings, Inc. and William Murnane (filed as Exhibit 10.11 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).

Exhibit Number			Description
10.4+			Employment Agreement, by and between the Company and Robert DeVincenzi, dated January 3, 2022 (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference).
10.5+			Amended and Restated Employment Agreement, dated September 6, 2022, by and between the Company and John North (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and incorporated herein by reference).
10.6+			Employment Agreement, by and between the Company and Kelly Porter, dated October 3, 2022 (filed as Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
10.7+			Transition Agreement, dated October 19, 2022, by and between the Company and Nicholas Tomashot (filed as Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
10.8			Second Amended and Restated Credit Agreement dated February 21, 2023 with Manufacturers and Traders Trust Company (“M&T”), as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties. (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference).
10.9			Form of Securities Purchase Agreement (Preferred) (filed as Exhibit 10.13.1 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.10			Form of Securities Purchase Agreement (Unit) (filed as Exhibit 10.13.2 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.11			Lease Agreement by and between Cars MTI-4 L.P., as Landlord, and LDRV Holdings Corp., as Tenant (filed as Exhibit 10.14 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.12			Lease Agreement between Chambers 3640, LLC, as Landlord, and Lazydays Mile HI RV, LLC, as Tenant (filed as Exhibit 10.15 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.13			Lease Agreement between 6701 Marketplace Drive, LLC, as Landlord, and Lazydays RV America, LLC, as Tenant (filed as Exhibit 10.16 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.14			Lease Agreement between DS Real Estate, LLC, as Landlord, and Lazydays RV Discount, LLC, as Tenant (filed as Exhibit 10.17 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.15			Restated Credit Agreement, dated as of July 14, 2021, by and among LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC, Manufacturers and Traders Trust Company, as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties thereto (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference).
10.16			First Amendment to Amended and Restated Credit Agreement, dated as of May 13, 2022, by and among LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC, Manufacturers and Traders Trust Company, as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on May 17, 2022 and incorporated herein by reference).
10.17			Security Agreement, dated March 15, 2018, by and between LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile HI RV, LLC, as Borrowers, Lazydays Holdings Inc., Lazy Days’ R.V. Center, Inc., Lazydays RV America, LLC, and Lazydays Land Holdings, LLC, as Guarantors, and Manufacturers and Traders Trust Company, as administrative agent under the Credit Agreement of even date therewith (filed as Exhibit 10.11 to the Form 8-K filed on March 21, 2018 and incorporated herein by reference).
10.18			Guaranty Agreement, dated March 15, 2018, by certain parties named therein (filed as Exhibit 10.12 to the Form 8-K filed on March 21, 2018 and incorporated herein by reference).

Exhibit Number			Description
10.19			Form of Registration Rights Agreement between Lazydays Holdings, Inc. and the PIPE investors (filed as Exhibit 10.13 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
10.20			Form of Registration Rights Agreement between Lazydays Holdings, Inc. and the PIPE investors (filed as Exhibit 10.14 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
10.21+			Employment Offer Letter between Lazydays Holdings, Inc. and Nicholas Tomashot (filed as Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on May 22, 2018 and incorporated herein by reference).
10.22			Lazydays Holdings, Inc. 2019 Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Form 8-K filed on May 23, 2019 and incorporated herein by reference).
10.23+			Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan (filed as Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
10.24			Form of Term Note (U.S. Small Business Administration Paycheck Protection Program) in favor of M&T Bank (filed as Exhibit 10.1 to the Form 8-K filed on May 4, 2020 and incorporated herein by reference)
21.1			Subsidiaries of the Company (filed as Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
23.1*			Consent of RSM US LLP.
23.2*			Consent of Paul Hastings LLP (included in Exhibit 5.1).
24.1*			Powers of Attorney (included in the signature page hereto).
99.1*			Form of Instructions for Use of Lazydays Holdings, Inc.’s Rights Certificates.
99.2*			Form of Letter to Stockholders who are Record Holders.
99.3*			Form of Letter to Brokers and Other Nominee Holders.
99.4*			Form of Letter to Clients of Brokers and Other Nominee Holders.
99.5*			Form of Beneficial Owner Election Form.
99.6*			Form of Nominee Holder Certification.
99.7*			Form of Notice of Guaranteed Delivery.
107*			Filing Fee Table

Signature	Title	Date

/s/ John North	Chief Executive Officer and Director (Principal Executive Officer)	September 12, 2023
John North

/s/ Kelly Porter	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 12, 2023
Kelly Porter

/s/ Christopher S. Shackelton	Director and Chairman of the Board	September 12, 2023
Christopher S. Shackelton

/s/ Robert DeVincenzi	Lead Independent Director	September 12, 2023
Robert DeVincenzi

/s/ Jordan Gnat	Director	September 12, 2023
Jordan Gnat

/s/ Erika Serow	Director	September 12, 2023
Erika Serow

/s/ James J. Fredlake	Director	September 12, 2023
James J. Fredlake

/s/ Jerry Comstock	Director	September 12, 2023
Jerry Comstock

Subscription price

Net tangible book value per share as of June 30, 2023

Pro forma net tangible book value per share as of June 30, 2023

Increase in pro forma net tangible book value per share

Dilution in net tangible book value per share to stockholders participating in this offering

SEC Form S-1 filed by Lazydays Holdings Inc.