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As filed with the U.S. Securities and Exchange Commission on November 23, 2021

October 20, 2023

Registration No. 333-           

333-274489

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form

AMENDMENT NO. 3
TO
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​
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)

William P. Murnane

John North
Chairman and
Chief Executive Officer
Lazydays Holdings, Inc.
6130 Lazy Days Boulevard
4042 Park Oaks Blvd., Suite 350
Seffner,
Tampa, Florida 3358433610
Telephone: (813) 246-4999
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies toPlease send a copy of all communications to:
Robert J. Grammig:

Michael M. Mills

Kristin L. PadgettZuppone
Holland & Knight

Gil Savir
Paul Hastings LLP
100 North Tampa Street
200 Park Avenue
Suite 4100
New York, New York 10166
Tampa, Florida 33602
Telephone: (813) 227-8500

(212) 318-6000

Approximate date of commencement of proposed sale to the public: From time to timepublic: As soon as practicable after the effective date of this registration statement becomes effective.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 Formform 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 Formform 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 Formform 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
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 ☐
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Accelerated filer
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☒
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Non-accelerated filer
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 ☐
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Smaller reporting company
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☒
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Emerging growth company
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 ☐

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 ActAct.  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered(1)  Proposed maximum offering price per share  Proposed maximum aggregate offering price  Amount of registration fee 
Shares of Common Stock, par value $0.0001 per share  1,712,912  $20.83(2) $35,679,957  $3,307.53 
Shares of Series A Preferred Stock, par value $0.0001 per share  600,000  $100.00(3) $60,000,000  $5,562 
PIPE Warrants, each to purchase one share of Common Stock  1,280,915  $4.74(4) $6,071,537.10  $⸺(5)
Pre-funded Warrants, each to purchase one share of Common Stock  300,357  $8.74(4) $2,625,120.18  $⸺(5)
Public Warrants, each to purchase 1/2 share of Common Stock  54,500  $4.74(4) $258,330  $⸺(5)
Shares of Common Stock, par value $0.0001 per share, underlying outstanding Series A Preferred Stock  5,962,733(6) $10.0625(7) $60,000,000.80  $5,562 
Shares of Common Stock, par value $0.0001 per share, underlying outstanding PIPE Warrants (each to purchase one share of Common Stock)  1,280,915  $16.24(8) $20,802,059.60  $1,928.35 
Shares of Common Stock, par value $0.0001 per share, underlying outstanding Pre-funded Warrants (each to purchase one share of Common Stock)  300,357  $8.75(8) $2,628,123.75  $243.63 
Shares of Common Stock, par value $0.0001 per share, underlying outstanding Public Warrants (each to purchase ½ share of Common Stock)  27,250  $16.24(8)  442,540  $41.02 
Total         $188,507,668  $16,644.53 

(1)In the event of a stock split, reverse stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be adjusted to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low sales prices of the Registrant’s common stock as reported on the Nasdaq Capital Market on November 18, 2021.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i) of the Securities Act based on the original issue price of the Series A Preferred Stock.
(4)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(i) of the Securities Act, based upon the average of the high and low sales prices of the Registrant’s warrants as quoted on the OTC Pink marketplace on November 17, 2021 ($4.74) and based upon the original issue price for the pre-funded warrants ($8.74).
(5)No separate fee due in accordance with Rule 457(i) and Compliance and Disclosure Interpretations, Securities Act Rules, Question 240.06. The applicable registration fee has been allocated to the common stock underlying the PIPE Warrants, Pre-funded Warrants and Public Warrants.
(6)5,962,733 shares of common stock are issuable upon conversion of the Series A Preferred Stock based on the 600,000 shares of Series A Preferred Stock outstanding multiplied by the conversion rate of 9.9378882 (calculated by dividing the liquidation preference of $100 by the conversion price of $10.0625 as set forth in the Certificate of Designation governing the Series A Preferred Stock).
(7)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i) based upon the conversion price of the Series A Preferred Stock of $10.0625.
(8)In accordance with Rule 457(i) and Compliance and Disclosure Interpretations, Securities Act Rules, Question 240.06, the proposed maximum offering price of the shares of Common Stock underlying the warrants is the sum of the offering price of such warrants as estimated (see footnote 4 ), or $4.74 per share, and the exercise price of such warrants, or $11.50 per share, for a total of $16.24 per share, and for the pre-funded warrants the proposed maximum offering price of the shares of Common Stock underlying the pre-funded warrants is the sum of the offering price of such warrants as estimated (see footnote 4), or $8.74 per share, and the exercise price of the such warrants, or $0.01 per share, for a total of $8.75 per share.

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.

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The information in this prospectus is not complete and may be changed. The selling securityholdersWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED NOVEMBER 23, 2021.

PROSPECTUS

 

1,712,912 sharesSubject to completion, dated October 20, 2023

Preliminary Prospectus

Rights to Purchase Up to $100,000,000 in Shares of Common Stock,
600,000
representing Up to 15,627,441 Shares of Common Stock
Lazydays Holdings, Inc. (the “Company,” “we,” “us” or “our”) is distributing to the holders (collectively, the “Holders”) of our common stock, par value $0.0001 per share (the “Common Stock”), our pre-funded warrants (the “Warrants”) and our series A convertible preferred stock (the “Series A Preferred Stock”) non-transferable rights (the “Rights”) to purchase up to an aggregate of $100,000,000 in shares of our Common Stock at a cash subscription price of $6.399 per share (the “Rights Offering”). Assuming the Rights Offering is fully subscribed, we currently expect to receive aggregate gross proceeds of $100,000,000. You will not be entitled to receive any Rights unless you are a Holder of record as of 5:00 p.m., New York City time, on October 23, 2023 (the “Record Date”). Holders, as of the Record Date, will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Convertible Preferred Stock
1,635,772 Warrants
5,962,733 owned.
The Rights will expire if they are not exercised by 5:00 p.m., New York City time, on November 14, 2023, the expected expiration date of this Rights Offering. We, in our sole discretion, may extend the period for exercising the Rights. Rights which are not exercised by the expiration date of the Rights Offering will expire and will have no value. You should carefully consider whether or not to exercise your Rights before the expiration date. Once you have exercised your Rights, your exercise may not be revoked.
Rights may only be exercised in whole numbers of shares of Common Stock, Issuable upon Conversionand we will not issue fractional shares. Each Right will entitle you to purchase 0.770 of a share at a subscription price per whole share of Common Stock equal to $6.399. After aggregating all of the Series A Preferredshares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock
1,608,522 that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share for purposes of determining the number of shares of our Common Stock for which you may subscribe, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock Issuable upon Exercisein the Rights Offering. Each Right consists of a basic subscription right (the “Basic Subscription Right”) and an over-subscription right (the “Over-Subscription Right”). The Rights under the Basic Subscription Right will be distributed in proportion to Holders’ holdings on the Record Date. If you exercise your Basic Subscription Right in full, and other Holders do not, you will be entitled to an Over-Subscription Right to purchase a portion of the Warrants

Lazydays Holdings, Inc.

This prospectus relatesunsubscribed shares at the subscription price, subject to 1,712,912 sharesthe availability and pro rata allocation of Common Stock 600,000 shares of Series A Convertible Preferred Stock which we refer to asamong persons exercising this Over-Subscription Right. See “Questions & Answers — What are the “Series A Preferred Stock,” 1,635,772 warrants to purchase shares of common stock, 5,962,733 shares of common stock issuable upon conversionlimitations of the Series A PreferredOver-Subscription Right?”

Exercising the Rights and investing in our Common Stock involve significant risks. We urge you to read carefully the section titled “Risk Factors” beginning on page 17 of this prospectus, the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and 1,608,522 shares of common stock issuable upon exercise of warrants to purchase shares of common stock of Lazydays Holdings, Inc., a Delaware corporation, that may be sold from time to timein our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by the selling securityholders set forthreference in this prospectus under the heading “Selling Securityholders” beginning on page 19, which we referin its entirety before you decide whether to as the “Selling Securityholders”.

We will not receive any proceeds from the sale of the securities under this prospectus, although we could receive up to $39,322,769 upon the exercise of all of the warrants. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.

Information regarding the Selling Securityholders the amounts of shares of common stock, Series A Preferredyour Rights.

Our Common Stock and warrants that may be sold by them and the times and manner in which they may offer and sell the shares of common stock, Series A Preferred Stock and warrants under this prospectus is provided under the sections titled “Selling Securityholders” and “Plan of Distribution,” respectively, in this prospectus. We have not been informed by any of the Selling Securityholders that they intend to sell their securities covered by this prospectus and do not know when or in what amount the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all, or none of the securities offered by this prospectus.

The Selling Securityholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We have agreed to indemnify the Selling Securityholders against certain liabilities, including liabilities under the Securities Act.

Our common stock is listed on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LAZY” and our warrants are quoted on the OTC Pink marketplace under the symbol “LAZYW”.“LAZY.” On November 22, 2021,October 19, 2023, the last reported sale pricesprice of our commonCommon Stock was $8.22. The Rights are non-transferrable, except that Rights will be transferable by operation of law (e.g., by death) or by such Holders that are closed-end funds to funds affiliated with such Holders. The Rights will not be listed for trading on Nasdaq or any other stock and warrants were $20.44 per share and $4.50 per warrant, respectively. Our Series A Preferred Stock is not currently listed or quoted on any exchange or marketplacemarket. You are urged to obtain a current price quote for our Common Stock before exercising your Rights.

Neither the Company, the Special Committee (as defined below), nor our board of directors (the “Board”) makes any recommendation to Holders regarding whether they should exercise or let lapse their Rights. You should carefully consider whether to exercise your Rights before the expiration of the Rights Offering period. All exercises of Rights are irrevocable.
Christopher S. Shackelton, Chairman of our Board and we do nota Managing Partner of Coliseum Capital Management, LLC (“Coliseum”), clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to applyparticipate in the Rights Offering and subscribe for listing or quotationat least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
The terms of the Rights Offering were determined by a special independent committee of our Series A Preferred Stock onBoard (the “Special Committee”), composed solely of independent directors from our Board, that has authority to approve any exchangeadditional amendments (including pricing terms), modifications or marketplacetermination of the Rights Offering. Our Special Committee reserves the right to terminate the Rights Offering for any reason any time before the completion of the Rights Offering. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable, without interest or penalty.
This Rights Offering is being made directly by us. We are not using an underwriter or selling agent. Broadridge Corporate Issuer Solutions, LLC will serve as the subscription agent (“Subscription Agent”) and the information agent (“Information Agent”) for the Rights Offering. The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering. If you want to participate in this Rights Offering and you are the future.

Investingrecord holder of your securities, we recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in ourthis Rights Offering and you hold securities involvesthrough your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank, or other nominee. For a high degree of risk. See the section titled “Risk Factors,” which beginsmore detailed discussion, see “The Rights Offering — The Rights” beginning on page 4.

28.

 
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Per Share
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Total(1)
Subscription Price
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$6.399
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$100,000,000
Proceeds to us, before expenses
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$6.399
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$100,000,000
(1)
Assumes the Rights Offering is fully subscribed.
If you have any questions or need further information about this Rights Offering, please contact the Information Agent toll-free at 888-789-8409 or via email at shareholder@broadridge.com. It is anticipated that delivery of the shares of Common Stock purchased in this Rights Offering will be made on or about November 21, 2023 (the fifth business day following the expiration date), unless the expiration date is extended.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated    , 2023

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Table of Contents
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Page
ABOUT THIS PROSPECTUS
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ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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iii
QUESTIONS & ANSWERS
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iv
PROSPECTUS SUMMARY
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1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
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4
THE OFFERING
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11
RISK FACTORS
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17
USE OF PROCEEDS
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24
CAPITALIZATION
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25
DILUTION
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26
MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK
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27
THE RIGHTS OFFERING
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28
DESCRIPTION OF OUR CAPITAL STOCK
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37
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
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42
PLAN OF DISTRIBUTION
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49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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50
LEGAL MATTERS
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52
EXPERTS
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52
INCORPORATION OF INFORMATION BY REFERENCE
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53
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ABOUT THIS PROSPECTUS
Unless otherwise stated or the context otherwise requires, the terms “Lazydays,” the “Company,” “we,” “us” and “our” refer to Lazydays Holdings, Inc. and its subsidiaries.
You should rely only onread this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use in connection with this offering in their entirety before making an investment decision. You may read the other reports we file with the Securities and Exchange Commission (the “SEC”) at the SEC’s website or at the SEC’s offices described below under the heading “Incorporation of Information by Reference.” These documents contain important information contained in this prospectus. you should consider when making your investment decision.
We have not authorized any dealer, salesperson or other personanyone to provide you with any information concerning us, exceptother than that contained in or incorporated by reference into this prospectus, or in any free writing prospectuses we have authorized for use in connection with this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
You should assume that the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, in each case, regardless of the time of delivery of this prospectus or any exercise of the saleRights. Our business, financial condition, results of any securities. operations and prospects may have changed since that date.
Market data and other statistical information incorporated by reference into this prospectus are based on independent industry publications, government publications, reports by market research firms and other published independent sources. Some data is also based on our good faith estimates, which we derive from our review of internal surveys and independent sources. Although we believe these sources are reliable, we have not independently verified the information. We neither guarantee its accuracy nor undertake a duty to provide or update such data in the future.
This prospectus isand the documents incorporated by reference into this prospectus may include trademarks, service marks and tradenames owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference in this prospectus and the documents incorporated by reference into this prospectus are the property of their respective owners.
We are not making an offer to sell these securities and we are not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.
This Rights Offering is being made directly by us. We have retained Broadridge Corporate Issuer Solutions, LLC to serve as our Subscription Agent and as our Information Agent for this Rights Offering.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Registration Statement on Form S-1 constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Registration Statement on Form S-1 and the prospectus, including, without limitation, the Company’s future financial position, revenue and EBITDA contribution of acquired businesses, business strategy, budgets, projected costs and plans and objectives of management for future operations, are “forward-looking” statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and the Company can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:
future market conditions and industry trends, including anticipated national new recreational vehicle (“RV”) wholesale shipments;
changes in U.S. or global economic conditions;
changes in expected operating results, such as store performance, selling, general and administrative expenses (“SG&A”) as a percentage of gross profit and all projections;
our ability to procure and manage inventory levels to reflect consumer demand;
our ability to find accretive acquisitions;
changes in the planned integration, success and growth of acquired dealerships and greenfield locations;
the underperformance of acquired businesses and the inability to achieve expected synergies and steady state contributions;
changes in our expected liquidity from our cash, availability under our credit facility and unfinanced real estate;
compliance with financial and restrictive covenants under our credit facility and other debt agreements;
changes in our anticipated levels of capital expenditures in the future;
the repurchase of shares under our share repurchase program;
our business strategies for customer retention, growth, market position, financial results and risk management; and
other factors beyond our control, including those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 or in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, each as incorporated herein by reference, and in other filings we may make from time to time with the SEC.
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus and the incorporated documents are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from such forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods.
Any forward-looking statement that we make in this prospectus or the documents incorporated by reference speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.
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QUESTIONS & ANSWERS
The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information from this prospectus and the documents incorporated by reference in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus and the documents incorporated by reference in this prospectus contain more detailed descriptions of the terms and conditions of the Rights Offering and provide additional information about us and our business, including potential risks related to the Rights Offering and the shares of our Common Stock.
Exercising the Rights and investing in our Common Stock involves significant risks. We urge you to carefully read the section titled “Risk Factors” beginning on page 17 of this prospectus and the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.
Q:
What is the Rights Offering?
A: The Rights Offering is a distribution of Rights on a pro rata basis to Holders of our Common Stock, Warrants and Series A Preferred Stock (in the case of the Warrants and the Series A Preferred Stock, on an as-converted basis) who hold such securities as of 5:00 p.m., New York City time, on October 23, 2023, the Record Date. “Pro rata” means, in proportion to the number of total shares of our Common Stock that our Holders hold on the Record Date on an as-converted basis. You will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned as of the Record Date. We will not issue fractional shares of Common Stock in the Rights Offering. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering.
Q:
Why are we conducting the Rights Offering?
A: In alignment with our growth strategy, we anticipate the need for additional funding. Such additional funding is expected to place us in a stronger position to pinpoint and action potential partnerships and strategic acquisitions that align with our business interests. We believe the Rights Offering empowers our security holders to acquire more Common Stock, mitigating the dilution they might experience if we opted for conventional capital market fundraising methods. Our expectation is to use the net proceeds from the Rights Offering for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities. See “Use of Proceeds” and “The Rights Offering—Reasons for the Rights Offering.”
Q:
What is a Right?
A: Each Right entitles its Holder to purchase 0.770 of a share of our Common Stock at a subscription price of $6.399 per whole share of Common Stock. Each Right carries with it a Basic Subscription Right and an Over-Subscription Right, subject to certain limitations described below.
Q:
How was the subscription price of $6.399 per share of Common Stock determined?
A: In determining the subscription price, a special Board committee of independent directors (the “Special Committee”) considered a number of factors, including: the likely cost of capital from other sources and general conditions of the securities markets, the price at which our Holders might be willing to participate in the Rights Offering, our expected business need for liquidity and capital, historical and current trading prices of our Common Stock, and the desire to provide an opportunity to our Holders to participate in the Rights Offering on a pro rata basis. The Special Committee determined that it was in the best interests of the Company’s Holders to publicly announce the subscription price so that all Holders had the opportunity to determine whether to buy or sell the Common Stock prior to the Record Date. In accordance with best practices, the Special Committee is composed solely of independent directors. As such, Mr. Shackelton neither served as a member of the Special
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Committee nor participated in the Board’s decision to establish it. The Special Committee had sole authority to determine the type of offering and any other terms related to the Rights Offering. In selecting the subscription price, our Special Committee and management wanted to encourage participation in the Rights Offering and strike what they believe to be a fair balance between our capital needs and the market value of the shares of Common Stock sold to the Eligible Stockholders in this Rights Offering. The Company believes this disclosure has provided its Holders and the public with sufficient information about the Company’s expectation to sell a significant number of shares in the Rights Offering, as described herein. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of the Common Stock to be offered in the Rights Offering. You should not consider the subscription price as an indication of value of us or our Common Stock. The market price of our Common Stock may decline during or after the Rights Offering, including below the subscription price for the Common Stock. You should obtain a current quote for our Common Stock before exercising your Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of the Rights Offering.
Q:
What is the Basic Subscription Right?
A: The Basic Subscription Right of each Right entitles you to purchase 0.770 of a share of Common Stock at a subscription price of $6.399 per whole share.
Q:
What is the Over-Subscription Right?
A: Subject to certain limitations described below, the Over-Subscription Right of each Right entitles you, if you fully exercise your Basic Subscription Right, to subscribe for additional shares of our Common Stock at the same $6.399 subscription price per share up to that number of shares of Common Stock that are offered in the Rights Offering but are not purchased by the other record holders under their Basic Subscription Rights.
Our Special Committee has decided that it is in the best interest of the Company that the Over-Subscription Right be subject to certain limitations as discussed below.
Q:
What are the limitations of the Over-Subscription Right?
A: We will be able to satisfy your exercise of the Over-Subscription Right only if other Rights holders do not fully exercise their Basic Subscription Rights. If sufficient shares of our Common Stock are available, we will honor the over-subscription requests in full, subject to the limitations below.
If over-subscription requests exceed the number of shares which are available, we will allocate the available shares pro rata among those Rights holders who oversubscribed based on the number of shares each Rights holder subscribed for under the Basic Subscription Right. Only Record Date Holders who exercise in full all Rights issued to them are entitled to exercise the Over-Subscription Right.
Q:
Will fractional shares be issued upon exercise of the Rights?
A: No. We will not issue fractional shares of Common Stock in the Rights Offering. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering. Any excess subscription payments received by the Subscription Agent in respect of fractional shares will be returned promptly after the expiration of the Rights Offering without interest or deduction.
Q:
Has our Board, the Special Committee or the Company made a recommendation to our stockholders whether to exercise or let lapse their Rights in the Rights Offering?
A: No. Neither the Company, the Special Committee nor our Board has, or will, make any recommendation to Holders whether to exercise or let lapse their Rights in the Rights Offering. You should make an independent investment decision about whether to exercise or let lapse your Rights based on your own assessment of our business and the Rights Offering. Holders who exercise Rights risk the loss of their investment.
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Q:
Will the directors and executive officers participate in this Rights Offering?
A: To the extent they hold Common Stock as of the Record Date or Common Stock issuable upon exercise or conversion of Warrants or Series A Preferred Stock, our directors and executive officers are entitled to participate in this Rights Offering on the same terms and conditions applicable to all Rights holders. We expect that each of our directors and executive officers will participate in this offering, although they have not committed to do so.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
Q:
How do I exercise my Rights?
A: If you wish to participate in the Rights Offering, you must take the following steps, unless your shares are held by a broker, dealer or other nominee:
deliver payment to the Subscription Agent using the method outlined in this prospectus; and
deliver a properly completed rights certificate (the “Rights Certificate”) to the Subscription Agent before 5:00 p.m., New York City time, on November 14, 2023, unless the expiration date is extended.
Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of the Depository Trust Company (“DTC”), DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”
If you cannot deliver your Rights Certificate to the Subscription Agent before the expiration of the Rights Offering, you may use the procedures for guaranteed delivery as described in this prospectus under “The Rights Offering – Guaranteed Delivery Procedures” beginning on page 33 of this prospectus.
If you send a payment that is insufficient to purchase the number of shares of common stock you requested, or if the number of shares of Common Stock you requested is not specified in the forms, the Subscription Agent will have the right to reject and return your subscription for correction. If the payment exceeds the subscription price for the full exercise of your Rights (to the extent specified by you), the excess will be refunded to you.
Q:
What should I do if I want to participate in the Rights Offering, but my shares are held in the name of my broker, dealer, or other nominee?
A: If you hold your shares of our Common Stock in “street name” through a broker, dealer or other nominee, then your broker, dealer or other nominee is the record holder of the shares you own. The record holder must exercise the Rights on your behalf for the shares of Common Stock you wish to purchase.
If you wish to participate in the Rights Offering and purchase shares of Common Stock, please promptly contact the record holder of your shares. We will ask your broker, dealer, or other nominee to notify you of the Rights Offering. Holders in certain jurisdictions who hold through a nominee may be required to provide additional information to their nominees in order to exercise their Rights. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”
Q:
Will I be charged a sales commission or a fee if I exercise my Rights?
A: No. We will not charge a brokerage commission or a fee to Rights holders for exercising their Rights. However, if you exercise your Rights through a broker or nominee, you will be responsible for any fees charged by your broker or nominee.
Q:
Are there any conditions to my right to exercise my Rights?
A: Yes. Your right to exercise your Rights is subject to the conditions described under “The Rights Offering — Conditions to the Rights Offering.”
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Q:
May I participate in this Rights Offering if I sell my Common Stock after the Record Date?
A: The Record Date for this Rights Offering is October 23, 2023. If you own Common Stock as of the Record Date, you will receive Rights and may participate in the Rights Offering even if you subsequently sell your Common Stock.
Q:
How soon must I act to exercise my Rights?
A: The Rights may be exercised beginning on October 23, 2023 through 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering – Procedures for DTC Participants.” If you elect to exercise any Rights, the Subscription Agent must actually receive all required documents and payments from you or your broker or nominee at or before the expiration date. We have the option of extending the expiration date of the subscription period in our sole discretion.
Q:
When will I receive my Rights Certificate?
A: As promptly as reasonably practicable after the date of this prospectus, is                               the Subscription Agent will send a Rights Certificate to each registered Holder as of 5:00 p.m., 2021

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Page
PROSPECTUS SUMMARY1
THE OFFERING3
RISK FACTORS4
USE OF PROCEEDS18
SELLING SECURITYHOLDERS19
MARKET PRICE AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS20
FORWARD-LOOKING STATEMENTS23
PLAN OF DISTRIBUTION26
DETERMINATION OF OFFERING PRICE27
DESCRIPTION OF SECURITIES TO BE REGISTERED28
LEGAL MATTERS32
EXPERTS32
WHERE YOU CAN FIND MORE INFORMATION32

About this Prospectus

This prospectus is partNew York City time, on the Record Date, based on our securities registry maintained at the transfer agent for our Common Stock and by our treasury department for the Warrants and Series A Preferred Stock. If you hold your shares of Common Stock through a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the Selling Securityholders and their permitted transferees may, from time to time, offer and sell,brokerage account, bank or other nominee, you will not receive an actual Rights Certificate. Instead, as applicable, any combination of the securities described in this prospectus, you must instruct your broker, bank or nominee whether or not to exercise Rights on your behalf. If you wish to obtain a separate Rights Certificate, you should promptly contact your broker, bank or other nominee and request a separate Rights Certificate.

Q:
May I sell, transfer or assign my Rights?
A: No. You may not transfer, sell or assign any of your Rights, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such Holder. For purposes of any such transfer by a closed-end fund, “affiliated” means each other funds that owns or controls directly or indirectly the holder and any fund that controls or is controlled by or is under common control with the holder. The Rights are non-transferable and will not be listed on any securities exchange or included in oneany automated quotation system. Therefore, there will be no market for the Rights.
Q:
Will I be able to trade my Rights on the Nasdaq?
A: No.
Q:
Am I required to subscribe in the Rights Offering?
A: No.
Q:
Am I required to exercise any or all of the Rights I receive in the Rights Offering?
A: No. You may exercise any number of your Rights, or you may choose not to exercise any Rights. If you do not exercise any Rights, the number of shares of our Common Stock that you own will not change.
Q:
Is the Company requiring a minimum subscription to complete the Rights Offering?
A: No. We may choose to consummate, amend, extend or terminate the Rights Offering regardless of the number of shares of common stock actually subscribed for by stockholders.
Q:
Can the Special Committee cancel, terminate, amend or extend the Rights Offering?
A: Yes. Our Special Committee may decide to cancel or terminate the Rights Offering at any time before the expiration of the Rights Offering and for any reason. If our Special Committee cancels or terminates the Rights Offering, we will issue a press release notifying Holders of the cancellation or termination, and any money received from subscribing Holders will be promptly returned, without interest or deduction.
We may amend the terms of the Rights Offering or extend the subscription period of the Rights Offering.
Q:
Will my percentage ownership interest in the Company be diluted by the Rights Offering?
A: Your ownership interest will be diluted to the extent that you do not exercise your Rights.
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As a result of the Rights Offering, to the extent you do not exercise your Rights, you will lose any value represented by your unexercised Rights and the percentage that your original shares of Common Stock represent of our increased equity will be diluted.
See “Risk Factors — Risks Related to the Rights Offering — If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution, including as a result of certain anti-dilution rights held by Warrant holders. Even if you decide to participate in this Rights Offering, you will experience certain dilution as a result of the anti-dilution provision of our Warrants.”
Q:
If I exercise Rights in the Rights Offering, may I cancel or change my decision?
A: No. Unless our Special Committee cancels or terminates the Rights Offering, all exercises of Rights are irrevocable. You should not exercise your Rights unless you are certain that you wish to purchase shares of Common Stock at a price of $6.399 per share. See “Risk Factors — Risks Related to the Rights Offering — There may be material developments regarding us during the subscription period”. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.”
Q:
How much money will the Company receive from the Rights Offering?
A: Assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting estimated offering expenses incurred by us relating to the Rights Offering. We expect to use such proceeds for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities.
For more offerings. The Selling Securityholders and their permitted transferees may useinformation regarding the shelf registration statementnet proceeds to sell such securities from time to time through any means describedthe Company in the Rights Offering, please refer to the section entitled “Plantitled “Use of Distribution.Proceeds.”

Q:
Are there risks in exercising my Rights?
APresentation: Yes. The exercise of Marketyour Rights involves risks. Exercising your Rights means buying shares of our Common Stock, and Industry Data

should be considered as carefully as you would consider any other equity investment. We use market and industry data throughouturge you to carefully read the section titled “Risk Factors” beginning on page 17 of this prospectus particularly inand the section entitled “Prospectus Summary.” The markettitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and industry data are basedin our Quarterly Reports on Form 10-Q for the good faith estimates of our management, research studiesquarterly periods ended March 31, 2023 and surveys, independent industry publicationsJune 30, 2023, and all other publicly available information. Industry publications and research studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracyinformation included or completeness of such information. These data involve a number of assumptions and limitations, and investors are cautioned not to give undue weight to such estimates. Although we have not independently verified the accuracy or completeness of any third-party information, we believe that the information from these publications and studies includedincorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.

In addition, Holders of the Warrants and holders of the Series A Preferred Stock are entitled to participate in the Rights Offering. See “Risk Factors—Risks Related to the Rights Offering—Holders of the Warrants and holders of the Series A Preferred Stock are entitled to participate in the Rights Offering and, although such holders have waived certain anti-dilution adjustments in connection with the Rights Offering, there can be no assurance that they will do so in the future and such anti-dilution adjustments could cause dilution to our stockholders.”
Q:
How many shares of Common Stock will be outstanding immediately after the Rights Offering?
A: As of October 23, 2023, we had 17,431,605 shares of Common Stock issued and 14,019,383 shares of Common Stock outstanding.
The number of shares of our Common Stock that will be outstanding after the Rights Offering will depend on the number of shares of Common Stock that are purchased in the Rights Offering. Assuming no additional shares of Common Stock are issued by us prior to consummation of the Rights Offering and assuming all offered shares of Common Stock are sold in the Rights Offering at the subscription price, we will issue 15,627,441 shares of Common Stock. In that case, we will have approximately 30,114,585 shares of Common Stock outstanding after the Rights Offering, taking into account also the expected conversion of 467,761 Warrants into 467,761 shares of Common Stock. This would represent an increase of approximately 114.8% in the number of outstanding shares of Common Stock. See “Prospectus Summary—Recent Developments-Anti-Dilution Waivers” for further information regarding an applicable anti-dilution provision.
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The issuance of shares of our Common Stock in the Rights Offering will dilute, and thereby reduce, your proportionate ownership in our shares of Common Stock, unless you fully exercise your Basic Subscription Rights. See “Risk Factors — Risks Related to the Rights Offering — If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution, including as a result of certain anti-dilution rights held by Warrant holders. Even if you decide to participate in this Rights Offering, you will experience certain dilution as a result of the anti-dilution provision of our Warrants.” In addition, the issuance of our Common Stock at a subscription price that is generally reliable,less than the market price as of the Record Date for the Rights Offering will likely reduce the price per share of our Common Stock held by you prior to the Rights Offering.
Q.
Is the Rights Offering similar to a forward stock split?
A. No. These are completely different corporate actions. Among other differences between these actions, the numbers of shares owned by a stockholder is increased in a forward stock split by giving each stockholder an additional number of shares of Common Stock per each share owned. For example, a 5-for-1 forward stock split would give an additional four shares of Common Stock to each holder of record, such that each share held by the holder before the split would be five shares after the split. In contrast, no increase in shares owned by any Holder will occur as a result of the Rights Offering; rather, each Holder of record as of the Record Date will be entitled to purchase 0.770 shares of Common Stock for each Right received. If every Holder of record subscribes for the full number of shares underlying their Rights, then the outstanding shares of the Company following the Rights Offering will look as if we completed a 1.770-for-1 forward stock split.
Q.
Is the Rights Offering similar to a reverse stock split?
A. No. These are completely different corporate actions. Among other differences between these actions, the numbers of shares owned by a stockholder is reduced in a reverse stock split. No reduction in shares owned by any Holder will occur as a result of the Rights Offering. However, depending on the number of shares subscribed for in the Rights Offering, our existing Holder may incur substantial dilution.
Q:
Will this Rights Offering result in the Company “going private” for purposes of Rule 13e-3 of the Exchange Act?
A: No. The Rights Offering is not a transaction or series of transactions which has either a reasonable likelihood or a purpose or producing a “going private effect” as specified in Rule 13e-3 of the Exchange Act. Given the structure of the Rights Offering, as described in this prospectus, the Company will continue to be registered pursuant to Section 12 of the Exchange Act and intends to remain listed on the conclusionsNasdaq Capital Market following completion of the Rights Offering.
Q:
If the Rights Offering is not completed, will my subscription payment be refunded to me?
A: Yes. The Subscription Agent will hold all funds it receives in a segregated bank account until completion of the Rights Offering. If the Rights Offering is not completed, we will promptly instruct the Subscription Agent to return your payment in full. If you own shares in “street name,” it may take longer for you to receive payment because the Subscription Agent will send the refund payment through DTC, which will allocate the funds to your bank or broker. Any funds returned will be returned without interest or deduction.
Q:
What should I do if I want to participate in the Rights Offering, but I am a stockholder with a foreign address?
A: If you are a Rights holder whose address is outside the United States, the Subscription Agent will not mail Rights Certificates to you, and your Rights Certificates will be held by the Subscription Agent for your account until any instructions are received to exercise your Rights. To exercise your Rights, you must notify the Subscription Agent on or prior to 11:00 a.m., New York City time, on November 6, 2023, which is five business days prior to the expiration date for the Rights Offering, unless extended by us, and, if we so request, must establish to our satisfaction that you are permitted to exercise your Rights under applicable law. Any questions related to exercising Rights should be directed to the Subscription Agent. If you do not follow these procedures prior to the expiration of the Rights Offering, your Rights will expire. We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights and any such determinations by us will be final and binding.
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This Rights Offering is not being made in any state or other jurisdiction in which it would be unlawful to do so, nor are we selling to you, or accepting any offers from you to purchase, shares of Common Stock if you are a resident of any such state or other jurisdiction. If necessary, we may delay commencement of the Rights Offering in certain states or other jurisdictions in order to comply with the securities law requirements of those states or other jurisdictions. In addition, in certain circumstances, in order to comply with applicable state securities laws, we may not be able to honor all Rights even if we have shares of Common Stock available. We do not anticipate that there will be any changes in the Rights Offering, and we may, in our sole discretion, decline to make modifications to the terms of the Rights Offering requested by regulators in states or other jurisdictions, in which case Holders who live in those states or other jurisdictions will not be eligible to participate in the Rights Offering.
Q:
What are the U.S. federal income tax considerations applicable to holders of receiving or exercising Rights?
A: Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right), we believe and intend to take the position that a holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock (including all shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the Record Date) and should not be taxable with respect to such holder’s Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. For a more detailed discussion, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.
Q:
To whom should I send my forms and payment?
A: If your shares are held in the name of a custodian bank, broker, dealer or other nominee, the nominee will notify you of the Rights Offering and provide you with the Rights Offering materials. You should send any required documents and payment, as provided therein to the nominee, at the deadline that your nominee sets which may be earlier than the expiration of the Rights Offering. You should contact your custodian bank, broker, dealer or other nominee if you believe you are entitled to participate in the Rights Offering but you have not received your materials.
If your shares are held in your name such that you are the record holder, then you should send your subscription documents, Rights Certificate and subscription payment, as provided herein, by first class mail or courier service to the Subscription Agent. The address for delivery to the Subscription Agent is as follows:
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
Your delivery to a different address or other than by the methods set forth above will not constitute valid delivery. You, or, if applicable, your nominee, are solely responsible for ensuring the Subscription Agent receives your subscription documents, Rights Certificate, and subscription payment. You should allow sufficient time for delivery of your subscription materials to the Subscription Agent and clearance of payment before the expiration of the Rights Offering period.
Q:
What should I do if I have other questions?
A: If you have questions or need assistance, please contact the Information Agent toll-free at 888-789-8409, by e-mail at shareholder@broadridge.com, or by mail at:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
For a more complete description of the Rights Offering, see “The Rights Offering” included elsewhere in this prospectus.
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PROSPECTUS SUMMARY
This summary highlights certain information about us, this Rights Offering and selected information contained in the third-party information are reasonable. However, we cannot assure you that a third party using different methods to assemble, analyze or compute industry and market data would obtain the same results.

PROSPECTUS SUMMARY

this prospectus. This summary is not complete and does not contain all of the information that is importantyou should consider before deciding whether to you. You shouldinvest in our Common Stock. For a more complete understanding of the Company and this Rights Offering, we encourage you to read and consider the entiremore detailed information included or incorporated by reference in this prospectus, including the Risk Factors, before making an investment decision.

risk factors, see “Risk Factors” beginning on page 17, and our most recent consolidated financial statements and related notes.

Overview

We were originally formed for the purpose of effecting a business combination with one or more businesses or entities. On March 15, 2018, the initial business combination was consummated. As a result, the business of Lazy Days’ R.V. Center, Inc. (“Lazydays RV”) and its subsidiaries became the Company’s business. Accordingly, we are now a holding company operating through our direct and indirect subsidiaries.

Company History

Andina Acquisition Corp. II (“Andina”) was formed as an exempted company incorporated in the Cayman Islands on July 1, 2015 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses.

From the consummation of the initial public offering of Andina until October 27, 2017, Andina was searching for a suitable target business to acquire. On October 27, 2017, a merger agreement was entered into by and among Andina, Andina II Holdco Corp., a Delaware corporation and wholly owned subsidiary of Andina (“Holdco”), Andina II Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), Lazydays RV and solely for certain purposes set forth in the merger agreement, A. Lorne Weil (the “Merger Agreement”). The Merger Agreement provided for a business combination transaction by means of: (i) the merger of Andina with and into Holdco, with Holdco surviving and becoming a new public company (the “Redomestication Merger”); and (ii) the merger of Lazydays RV with and into Merger Sub with Lazydays RV surviving and becoming a direct wholly owned subsidiary of Holdco (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”). On March 15, 2018, we held an extraordinary general meeting of the shareholders, at which the Andina shareholders approved the Mergers and other related proposals. On the same date, the Mergers were closed. In connection with the Mergers, the business of Lazydays RV and its subsidiaries became the business of Holdco. As a result of the Mergers, the Company’s stockholders and the shareholders of Andina became stockholders of Holdco and the Company changed the name of Holdco to “Lazydays Holdings, Inc.”

Our Business

The Company operates Recreational Vehicle (“RV”)

We operate RV dealerships and offersoffer a comprehensive portfolio of products and services for RV owners and outdoor enthusiasts. The Company generatesWe generate revenue by providing RV owners and outdoor enthusiasts a full spectrum of products: RV sales, RV-repairRV repair and services, financing and insurance products, third-party protection plans, and after-market parts and accessories, and RV camping facilities. The Company provides these offerings through its Lazydays branded dealerships. Lazydays is known nationally as The RV Authority®, a registered trademark that has been consistently used byaccessories. During the Company in its marketing and branding communications since 2013. In this prospectus,second quarter of 2023, we refer to Lazydays Holdings, Inc. as “Lazydays,”closed the “Company,” “Holdco,” “we,” “us,” “our,” and similar words.

The Company believes, basedcampground facilities at our Tampa, Florida location.

Based on industry research and management’s estimates, it operateswe believe we operate the world’s largest RV dealership, measured in terms of on-site inventory, located on approximately 126 acres outside Tampa, Florida. The CompanyWe also hashave dealerships located at The Villages, Florida; Tucson and Phoenix, Arizona; two near Minneapolis, Minnesota; Knoxville, Nashville and Maryville, Tennessee; Loveland and Denver, Colorado; Elkhart and Burns Harbor, Indiana; Portland, Oregon; Vancouver, Washington; and Racine, Wisconsin. Lazydays also has a dedicated Service Center location nearMilwaukee, Wisconsin; Tulsa, Oklahoma, Houston, Texas (the “Service Center”). and Las Vegas, Nevada.
Lazydays offers one of the largest selections of leading RV brands in the nation, featuring an extensive assortment ofmore than 4,000 new and pre-owned RVs. The Company hasWe have more than 400575 service bays, across all locations and each location has an RV parts and accessories stores at all locations. Lazydays also has two on-site campgrounds with over 700 RV campsites and operated RV rental fleets in Colorado that were phased out in 2019. The Company employsstore. We employ approximately 1,4001,500 people at its sixteenour twenty dealership and service locations. The Company’sOur locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. The Company believes its dealership and serviceWe believe our locations are strategically located in key RV markets. Based on information collected by the Companyus from
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reports prepared by Statistical Surveys, these RV markets (Florida, Colorado, Arizona, Minnesota, Tennessee, Indiana, Oregon, Washington, Wisconsin, Oklahoma, Texas and Texas)Nevada) account for a significant portion of approximately 35% of new RV units sold on an annual basis in the U.S. The Company’sOur dealerships and service centers in these key markets attract customers from all states, except Hawaii.

The Company attracts

We attract new customers primarily through Lazydays dealership locations as well as digital and traditional marketing efforts. Once the Company acquireswe acquire customers, those customers become part of the Company’sour customer database where the Company leverages customizedwe leverage customer relationship management (“CRM”) tools and analytics to actively engage, market and sell itsour products and services.

1

Our principal executive offices are located at 6130 Lazy Days4042 Park Oaks Boulevard, Seffner,Suite 350, Tampa, Florida 3358433610 and our telephone number is (813) 246-4999. Our Internet website is www.lazydays.com. Our reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available, free of charge, under the Investor Relations – Finance Information tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC also maintains an Internet website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.

The information on our website is not incorporated by reference in this prospectus, and you should not consider it a part of this prospectus.

Growth Through Acquisitions and Greenfields
The RV dealership industry is highly fragmented with primarily independent owners. We target increasing our physical number of stores through acquisitions to strategically grow our presence and create density in our network to provide convenience for our customers across the country. Our value-based acquisition strategy targets relatively higher revenue stores with strong brands in desirable markets. As we integrate these stores into our network, we focus on increasing profitability through gaining market share, elevating the customer experience and leveraging our cost structure.
We target acquisitions that are accretive to our adjusted EBITDA at inception and that are expected to achieve an average annual 20% after-tax return on equity. To date in 2023, we have acquired businesses with approximately $95 million of estimated annualized revenue and approximately $6 million in estimated annualized adjusted EBTIDA, based upon 2022 fiscal year financial results, reflecting an estimated 4.0x valuation multiple before synergies. At steady state, we anticipate these acquisitions to generate approximately $130 million of estimated annualized revenue and approximately $9 million of estimated annualized EBITDA.
Currently, we are party to signed purchase agreements or non-binding letters of intent to acquire locations with approximately $600 million of estimated annualized revenues and approximately $35 million of estimated annualized adjusted EBITDA at steady state.
In addition to acquisitions, we will, from time to time, open greenfield sites de novo in new or existing markets. We opened our Council Bluffs, Iowa and Wilmington, Ohio locations earlier this year and we remain on track to open Fort Pierce, Florida in October and Surprise, Arizona later in the fourth quarter of this year.
Leveraging Our Scale and Cost Structure to Create Operational Efficiencies
As we grow, we are positioned to leverage our scale to improve operating margins. We have centralized many administrative functions to drive efficiencies and streamline store-level operations. The reduction of administrative functions at our stores allows our local teams to focus on customer-facing opportunities to increase revenues and gross profit. Our stores also receive supply chain management support, ensuring optimal levels of new and used RV inventory; and finance and insurance product and training support to provide a full array of offerings to our customers.
Recent Developments

On October

Business Expansion Developments
As previously announced, as part of our strategic expansion we recently announced that we completed the acquisition of Century RV in Longmont, Colorado. This acquisition is expected to strengthen our presence in Denver, making us the premier choice for RVers in Colorado. In addition, in July 2023 we completed the acquisition of Buddy Gregg RVs & Motor Homes in Knoxville, Tennessee. Earlier this year, we acquired a dealership Findlay RV in Las Vegas, Nevada. The dealership is strategically located bordering 4 2021,of the Companytop 15 RV market states, and complements our existing operations in Arizona.
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In July, we completed mortgages on our Murfreesboro, Tennessee store and on our Knoxville property purchased with the Buddy Gregg acquisition. These mortgages generated net proceeds of $30.6 million.
In September, we entered into an agreement for the sale of property to CARS-DB4, LLC (“CARS4”). The Company has entered into a lease agreementasset purchase agreements with CARS4 with lease payments commencing on October 1, 2021. The lease has been evaluated in accordance with ASC 842 and determinedtwo different dealerships. Primary assets to be acquired include new and used vehicle inventories, parts inventory, furniture, fixtures and equipment, and real estate.
Acquisitions during the year fiscal year 2023 did not individually meet the significance test thresholds under Rule 3-05 of Regulation S-X that would have required the inclusion of historical financial statements. However, on a failed sale leaseback. Ascombined basis such it has been recordedacquisitions aggregated more than 50% significance on a combined basis, which would have required pro forma presentation, as a finance leasedescribed in Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and classified as financing liability.

2
Disposed Businesses.” See “Unaudited pro forma condensed combined financial information.”

Anti-Dilution Waivers

THE OFFERING

Shares of Common Stock that may be offered and sold from time to time by the Selling Securityholders named herein:9,284,167(1)
Outstanding Shares of Common Stock immediately prior to the Offering:12,410,347(2)
Shares of Series A Preferred Stock Offered and Outstanding:600,000(3)
Warrants Offered:1,635,772(4)
Shares of Common Stock Offered Underlying Series A Preferred Stock:5,962,733
Shares of Common Stock Offered Underlying Outstanding Warrants:

1,608,522(5)

Use of Proceeds:We are not selling any securities under this prospectus and we will not receive any proceeds from any sale of securities by the Selling Securityholders, although we could receive up to $39,322,769 upon the exercise of all of the warrants. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes. See the section titled “Use of Proceeds” for further information on our use of proceeds from this offering.
Nasdaq Capital Market Symbol for Common Stock:LAZY
OTC Pink Marketplace Symbol for Warrants:LAZYW
Market for Series A Preferred Stock:The Series A Preferred Stock is not currently listed or quoted on any exchange or marketplace and we do not intend to apply for listing or quotation of our Series A Preferred Stock on any exchange or marketplace in the future.

(1) Includes an aggregate of 5,962,733 shares of common stock issuable upon conversionThe Series A Preferred Stock and the Warrants may be subject to anti-dilution adjustments in connection with certain events, including the Rights Offering. The holders of the Series A Preferred Stock and 1,608,522have fully waived these anti-dilution adjustments in connection with the Rights Offering. The holders of the Warrants have partially waived these anti-dilution adjustments agreeing to accept an adjustment that increases number of shares issuable upon exercise equal to one-half of the number of shares of common stock issuableour Common Stock that would result from the adjustment in the absence of the waiver. These holders have also agreed to exercise all of the Warrants (giving effect to the foregoing one-half adjustment) held by them upon consummation of the Rights Offering. Holders of the Warrants represent 100% of all Warrant holders. Consequently, once the Rights Offering is completed, there will be no outstanding Warrants. For illustrative purposes, if the Rights in this Rights Offering are fully exercised, we anticipate an adjustment to the exercise price of the Warrants resulting in the issuance of 467,761 additional shares of Common Stock upon exercise, in accordance with the anti-dilution provision. Therefore, if the Rights in this Rights Offering are fully exercised, the expected total number of shares of Common Stock to be issued upon the exercise of warrants,the Warrants, after accounting for the foregoing anti-dilution adjustment, will be 30,114,585 shares of Common Stock. The holders of the Warrants have agreed to exercise all the Warrants held by them upon consummation of the Rights Offering.

3

TABLE OF CONTENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
We prepared the following unaudited pro forma condensed combined financial statements by applying certain pro forma adjustments to the historical consolidated financial statements of Lazydays Holdings, Inc. The pro forma adjustments give effect to the following transactions (the “Transactions”):
•
Our acquisition on February 15, 2023 of Hohl-Findlay, LLC (“Findlay”);
•
Our acquisition on July 24, 2023 of Buddy Gregg Motor Homes, LLC (“Buddy Gregg”);
•
Our acquisition on August 7, 2023 of Century RV, Inc. (“Century”);
•
Two planned acquisitions.
We determined that the Transactions during the year fiscal year 2023 did not individually meet the significance test thresholds under Rule 3-05 that would have required the inclusion of historical financial statements. However, such acquisitions aggregated more than 50% significance on a combined basis under the investment test, which shares, when issued,would have required pro forma presentation, as described in Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” As a result, we did not include in this Prospectus financial statements of the acquired entities.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and for the six months ended June 30, 2023 gives effect to the Transactions as if each of them had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of June 30, 2023 gives effect to each of our acquisitions completed, planned acquisitions after the reporting date that are “probable,” additional borrowings under our Floor plan arrangement and long-term mortgages obtained on acquired real estate, as if each of them had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of June 30, 2023 does not give effect to the potential raise of the proceeds in this Prospectus.
We have based the pro forma adjustments upon available information and certain assumptions that we believe are reasonable under the circumstances. We describe in greater detail the assumptions underlying the pro forma combined financial statements in the notes to the unaudited pro forma combined financial statements. In many cases, we based these assumptions on preliminary information and estimates. The actual adjustments to our pro forma combined financial statements will depend upon a number of factors and additional information that will be available on or after the closing date of this offering. Accordingly, the actual adjustments that will appear in our financial statements will differ from these pro forma adjustments, and those differences may be soldmaterial.
We will account for each of the acquisitions in the Transactions using the acquisition method of accounting for business combinations under GAAP. Under the acquisition method of accounting, the total consideration paid is allocated to an acquired company's tangible and intangible assets, and liabilities, based on their estimated fair values as of the acquisition date. As of the date of this prospectus, we have not completed the valuation studies necessary to finalize the acquisition date fair values of the assets acquired and liabilities assumed and the related allocation of purchase price for the Transactions. Accordingly, the values of the assets and liabilities set forth in these unaudited pro forma condensed combined financial statements for these businesses are preliminary. Once we complete our final valuation processes, for both our consummated and planned acquisitions, we may report changes to the value of the assets acquired and liabilities assumed, as well as the amount of goodwill, and those changes could differ materially from what we present here.
We provide these unaudited pro forma condensed combined financial statements for informational purposes only. These unaudited pro forma condensed combined financial statements do not purport to represent what our results of operations or financial condition would have been had the Transactions actually occurred on the assumed dates, nor do they purport to project our results of operations or financial condition for any future period or future date. Additionally, some transactions appear in our unaudited pro forma condensed combined financial statements due to their “probable” status under Rule 3-05. However, these “probable” Transactions depend on meeting certain closing conditions. If any of these conditions are not fulfilled, we might not proceed with the applicable Transaction. You should read these unaudited pro forma condensed combined financial statements in conjunction with “Use of Proceeds,” “Capitalization,” and “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements, including the related notes thereto, appearing elsewhere in, or incorporated into, this prospectus.
4

TABLE OF CONTENTS

Lazydays Holdings, Inc
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2022
 
​​
Lazydays
Holdings, Inc.(1)
​​
Completed(2)
​​
Planned
Acquisitions(2)
​​
Pro Forma
Adjustments
​​
 
​​
Pro Forma
Combined
 
​​
Findlay
​​
Buddy Gregg
​​
Century
​​
Total
​
Revenues
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
New vehicle retail
​​
777,807
​​
11,247
​​
23,355
​​
25,587
​​
60,189
​​
21,799
​​
—
​​
 
​​
859,796
Pre-owned vehicle retail
​​
394,582
​​
6,082
​​
8,828
​​
6,519
​​
21,429
​​
8,564
​​
—
​​
 
​​
424,574
Vehicle wholesale
​​
21,266
​​
—
​​
8
​​
—
​​
8
​​
—
​​
—
​​
 
​​
21,274
Finance and insurance
​​
75,482
​​
716
​​
2,059
​​
2,809
​​
5,584
​​
907
​​
—
​​
 
​​
81,973
Service, body, parts and other
​​
57,824
​​
2,036
​​
3,990
​​
1,583
​​
7,609
​​
4,376
​​
—
​​
 
​​
69,809
Total Revenue
​​
1,326,961
​​
20,081
​​
38,241
​​
36,498
​​
94,819
​​
35,646
​​
—
​​
 
​​
1,457,427
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Cost applicable to revenues (excluding depreciation, and amortization as shown below)
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
New vehicle retail
​​
632,316
​​
9,637
​​
19,757
​​
21,718
​​
51,112
​​
17,025
​​
—
​​
 
​​
700,453
Pre-owned vehicle retail
​​
301,565
​​
4,987
​​
6,725
​​
4,699
​​
16,410
​​
6,221
​​
—
​​
 
​​
324,196
Vehicle wholesale
​​
21,620
​​
—
​​
—
​​
 
​​
—
​​
—
​​
—
​​
 
​​
21,620
Finance and insurance
​​
2,729
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
 
​​
2,729
Service, body, parts and other
​​
27,657
​​
963
​​
1,640
​​
1,095
​​
3,698
​​
2,196
​​
—
​​
 
​​
33,552
LIFO
​​
12,383
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
 
​​
12,383
Total cost applicable to revenue
​​
998,270
​​
15,587
​​
28,122
​​
27,512
​​
71,220
​​
25,442
​​
—
​​
 
​​
1,094,932
Gross profit
​​
328,691
​​
4,494
​​
10,119
​​
8,986
​​
23,599
​​
10,205
​​
—
​​
 
​​
362,495
Depreciation and amortization
​​
16,758
​​
18
​​
150
​​
47
​​
215
​​
—
​​
375
​​
(3)
​​
17,348
Selling, general and administrative expenses
​​
222,218
​​
4,029
​​
6,105
​​
5,973
​​
16,107
​​
7,071
​​
(1,936)
​​
(4)
​​
243,460
Income from operations
​​
89,715
​​
447
​​
3,864
​​
2,966
​​
7,276
​​
3,133
​​
1,561
​​
 
​​
101,686
Other income (expense)
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Floorplan interest expense
​​
(8,596)
​​
(86)
​​
(692)
​​
(205)
​​
(983)
​​
(202)
​​
(1,454)
​​
(5)
​​
(11,236)
Other interest expense
​​
(7,996)
​​
0
​​
(0)
​​
(1)
​​
(1)
​​
(25)
​​
(2,884)
​​
(6)
​​
(10,906)
Interest income
​​
—
​​
—
​​
—
​​
—
​​
—
​​
98
​​
—
​​
 
​​
98
Change in fair value of warrant liabilities
​​
12,453
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
 
​​
12,453
Total other (expense) income, net
​​
(4,139)
​​
(86)
​​
(692)
​​
(207)
​​
(984)
​​
(129)
​​
(4,338)
​​
 
​​
(9,590)
Income before income tax expense
​​
85,576
​​
361
​​
3,172
​​
2,759
​​
6,292
​​
3,004
​​
(2,777)
​​
 
​​
92,096
Income tax expense
​​
(19,183)
​​
(81)
​​
(711)
​​
(618)
​​
(1,410)
​​
(673)
​​
622
​​
(7)
​​
(20,644)
Net income
​​
66,393
​​
280
​​
2,461
​​
2,141
​​
4,882
​​
2,331
​​
(2,154)
​​
 
​​
71,451
Dividends on Series A Convertible Preferred Stock
​​
(4,801)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
 
​​
(4,801)
Net income and comprehensive income attributable to common stock and participating securities
​​
61,592
​​
280
​​
2,461
​​
2,141
​​
4,882
​​
2,331
​​
(2,154)
​​
 
​​
66,650
EPS:
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Basic
​​
$3.47
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
$3.76
Diluted
​​
$2.42
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
$2.68
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Weighted average shares outstanding
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Basic
​​
11,701,302
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
11,701,302
Diluted
​​
12,797,796
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
12,797,796
5

TABLE OF CONTENTS

Notes:
Statement of Operations Adjustments
(1)
Refers to the historical financial statements of Lazydays Holdings, Inc. appearing elsewhere in or incorporated into, this prospectus
(2)
Refers to the historical financial results of the Transactions prior to the respective acquisitions. Note each of the completed and planned acquisitions is individually insignificant under S-X Rule 3-05.
(3)
Adjustment to Depreciation and amortization of $375 thousand and $158 thousand for the year ended December 31, 2022 and six months ended June 30, 2023 represents the depreciation and amortization related to the step up in fair value of the acquired tangible and intangible assets.
(4)
Adjustment to Selling, general and administrative expense of $(1,936) thousand and $(809) thousand for the year ended December 31, 2022 and six months ended June 30, 2023 represents the reversal of rent expense for those Transactions where the real property has been or is anticipated to be acquired as a part of the acquisition. In addition, rent expense for Century RV has been adjusted to reflect a lease agreement entered into as a part of the transaction.
(5)
Adjustment to floor plan interest expense of $1,454 thousand and $2,693 thousand for the year ended December 31, 2022 and six months ended June 30, 2023 represents interest expense related to the $40 million decrease to our floor plan offset account. The adjustments are based upon variable interest rates. Our floor plan facility accrues interest at 30-day SOFR plus a margin ranging from 2% to 2.15% depending upon our leverage ratio. The adjustments have been calculated at 3.64% and 6.73%, respectively, using average SOFR throughout the period. The effect of 1/8 percent variance in the variable interest rates for the floor plan liability would change interest expense, net by approximately $50 thousand and $25 thousand for the year ended December 31, 2022 and six months ended June 30, 2023, respectively.
(6)
Adjustment to other interest expense of $2,884 thousand and $1,232 thousand for the year ended December 31, 2022 and six months ended June 30, 2023 represents the interest expense for mortgages obtained or planned to be obtained on the acquired real property for the Buddy Gregg acquisition and both planned acquisitions as well as the mortgage obtained on our Murfreesboro location during July 2023. The adjustments are based on the fixed interests rates of 6.85% -7.1% on the mortgages obtained or estimated rates at the date the mortgage is expected to be obtained.
(7)
Adjustment represents the income tax effect of the financial information of the Transactions and pro forma adjustments. For pro forma purposes, a blended federal and statutory rate of 22.4% and 26.2% for the year ended December 31, 2022 and six months ended June 30, 2023 has been assumed for pro forma adjustments.
Balance Sheet Adjustments
The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2023 are as follows:
(1)
Refers to the historical financial statements of Lazydays Holdings, Inc. appearing elsewhere in or incorporated into, this prospectus
(2)
Represents the preliminary purchase price allocation for the Buddy Gregg and Century RV acquisitions completed subsequent to June 30, 2023 and the two planned acquisitions not yet completed. The adjustments consider cash consideration for the acquisition, and preliminary estimated fair value of inventories acquired, ROU asset and lease liabilities obtained, real and tangible property acquired, goodwill and floor plan arrangements entered into at the time of acquisition to add the acquired inventory to the Company’s existing floor plan. For each immaterial acquisition, we did not acquire the historical working capital balances and thus no adjustments have been made to reflect the impact of such amounts.
(3)
Represents the cash proceeds and corresponding increase to the Company’s existing floor plan facility for a decrease in the floorplan offset account of $40 million and increased floorplan borrowings obtained for acquired inventory and mortgage liabilities on the acquired real property to consummate the Transactions.
Non-GAAP Reconciliation for year ended December 31, 2022
We define adjusted EBITDA as net income or loss before interest income and expense, income taxes, depreciation and amortization, and other non-operating items from our statements of operations as well as certain other items considered outside the normal course of our operations specifically described below. Adjusted EBITDA is not a presentation made in accordance with GAAP. Our definition of adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the Selling Securityholders pursuantpotential inconsistencies in the method of calculation and differences due to items subject to interpretation. Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
We use adjusted EBITDA to measure the performance of Findlay, Buddy Gregg and Century for the period ending December 31, 2022. In addition to adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this prospectus.  

(2) Does not include 5,962,733 sharespresentation provides useful information to investors regarding financial and business trends related to these completed acquisitions and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of common stock issuable upon the conversionongoing operating performance of these completed acquisitions.

6

TABLE OF CONTENTS

The below table presents a reconciliation from net loss to EBITDA and adjusted EBITDA for the year ended December 31, 2022 for Findlay, Buddy Gregg and Century:
 
​​
Year ended December 31, 2022(1)
 
​​
Findlay
​​
Buddy Gregg
​​
Century
​​
Total
Net income and comprehensive income attributable to common stock and participating securities
​​
280
​​
2,461
​​
2,141
​​
4,882
Floor plan interest expense
​​
86
​​
692
​​
205
​​
983
Other interest expense
​​
—
​​
—
​​
1
​​
1
Income tax expense
​​
81
​​
711
​​
618
​​
1,410
Depreciation and amortization
​​
18
​​
150
​​
47
​​
215
EBITDA
​​
465
​​
4,014
​​
3,013
​​
7,492
Floor plan interest
​​
(86)
​​
(692)
​​
(205)
​​
(983)
Adjusted EBITDA
​​
379
​​
3,322
​​
2,807
​​
6,509
(1)
Refers to the historical financial results prior to the respective acquisitions. Note each of the completed acquisitions is individually insignificant under S-X Rule 3-05.
7

TABLE OF CONTENTS

Lazydays Holdings, Inc
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2023
 
​​
Lazydays
Holdings, Inc.(1)
​​
Completed Acquisitions(2)
​​
Planned
Acquisitions
​​
Financing
Activity(3)
​​
Pro Forma
Combined
 
​​
Buddy Gregg
​​
Century RV
​​
Total
​
Assets
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Current assets
​
Cash
​​
24,173
​​
(30,744)
​​
(21,715)
​​
(52,459)
​​
(42,471)
​​
106,292
​​
35,535
Receivables, net of allowance for doubtful accounts of $476
​​
$​28,468
​​
—
​​
—
​​
—
​​
—
​​
—
​​
28,468
Inventories
​​
389,832
​​
8,647
​​
9,632
​​
18,279
​​
10,461
​​
 
​​
418,571
Income tax receivable
​​
6,673
​​
—
​​
—
​​
—
​​
—
​​
—
​​
6,673
Prepaid expenses and other
​​
5,490
​​
—
​​
—
​​
—
​​
—
​​
—
​​
5,490
Total current assets
​​
454,636
​​
(22,097)
​​
(12,083)
​​
(34,180)
​​
(32,010)
​​
106,292
​​
494,738
Property and equipment, net of accumulated depreciation of $40,412
​​
$207,568
​​
14,797
​​
83
​​
14,880
​​
16,010
​​
—
​​
238,458
Operating lease right-of-use-assets
​​
24,836
​​
—
​​
5,500
​​
5,500
​​
—
​​
—
​​
30,336
Goodwill and intangibles, net
​​
167,127
​​
7,300
​​
12,000
​​
19,300
​​
16,000
​​
—
​​
202,427
Other assets
​​
3,159
​​
—
​​
—
​​
—
​​
—
​​
—
​​
3,159
Total assets
​​
857,326
​​
—
​​
5,500
​​
5,500
​​
(0)
​​
106,292
​​
969,118
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Liabilities and Stockholders' Equity
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Current liabilities
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Accounts payable
​​
14,587
​​
—
​​
—
​​
—
​​
—
​​
—
​​
14,587
Accrued expenses and other current liabilities
​​
30,595
​​
—
​​
—
​​
—
​​
—
​​
—
​​
30,595
Dividends payable
​​
1,197
​​
—
​​
—
​​
—
​​
—
​​
—
​​
1,197
Income tax payable
​​
67
​​
—
​​
—
​​
—
​​
—
​​
—
​​
67
Floor plan notes payable, net of debt discount
​​
305,061
​​
—
​​
—
​​
—
​​
—
​​
64,594
​​
369,655
Financing liability, current portion
​​
2,301
​​
—
​​
—
​​
—
​​
—
​​
—
​​
2,301
Long-term debt, current portion
​​
400
​​
—
​​
—
​​
—
​​
—
​​
—
​​
400
Operating lease liability, current portion
​​
5,073
​​
—
​​
1,020
​​
1,020
​​
—
​​
—
​​
6,093
Total current liabilities
​​
359,281
​​
—
​​
1,020
​​
1,020
​​
—
​​
64,594
​​
424,895
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Long-term liabilities
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Financing liability, non-current portion, net of debt discount
​​
90,090
​​
—
​​
—
​​
—
​​
—
​​
—
​​
90,090
Revolving line of credit
​​
45,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
45,000
Long term debt, non-current portion, net of debt discount
​​
312
​​
—
​​
—
​​
—
​​
—
​​
41,698
​​
42,010
Operating lease liability, non-current portion
​​
20,701
​​
—
​​
4,480
​​
4,480
​​
—
​​
—
​​
25,181
Deferred income tax liability
​​
15,389
​​
—
​​
—
​​
—
​​
—
​​
—
​​
15,389
Total liabilities
​​
530,773
​​
—
​​
5,500
​​
5,500
​​
—
​​
106,292
​​
642,565
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Commitments and contingencies
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Series A convertible preferred stock; 600,000 shares designated, issued and outstanding; liquidation preference of $60,000
​​
54,983
​​
—
​​
—
​​
—
​​
—
​​
—
​​
54,983
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
8

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​​
Lazydays
Holdings, Inc.(1)
​​
Completed Acquisitions(2)
​​
Planned
Acquisitions
​​
Financing
Activity(3)
​​
Pro Forma
Combined
 
​​
Buddy Gregg
​​
Century RV
​​
Total
​
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 and 14,515,253 shares issued and 13,916,261 and 11,112,464 shares outstanding
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Additional paid in capital
​​
162,211
​​
—
​​
—
​​
—
​​
—
​​
—
​​
162,211
Treasury stock, at cost, 3,412,222 and 3,402,789 shares
​​
(57,128)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
(57,128)
Retained earnings
​​
166,487
​​
 
​​
 
​​
—
​​
—
​​
—
​​
166,487
Total stockholders' equity
​​
271,570
​​
—
​​
—
​​
—
​​
—
​​
—
​​
271,570
Total liabilities and stockholders' equity
​​
857,326
​​
—
​​
5,500
​​
5,500
​​
—
​​
106,292
​​
969,118
9

TABLE OF CONTENTS

Lazydays Holdings, Inc
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2023
 
​​
Lazydays
Holdings, Inc.(1)
​​
Completed Acquisitions(2)
​​
Planned
Acquisitions
​​
Proforma
Adjustments
​​
 
​​
Pro Forma
Combined
 
​​
Findlay
​​
Buddy Gregg
​​
Century
​​
Total
​
Revenues
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
New vehicle retail
​​
359,499
​​
292
​​
10,109
​​
12,495
​​
22,896
​​
11,179
​​
—
​​
 
​​
393,574
Pre-owned vehicle retail
​​
175,766
​​
—
​​
3,597
​​
2,964
​​
6,561
​​
4,501
​​
—
​​
 
​​
186,828
Vehicle wholesale
​​
3,424
​​
77
​​
—
​​
—
​​
77
​​
—
​​
—
​​
 
​​
3,501
Finance and insurance
​​
34,623
​​
18
​​
920
​​
1,377
​​
2,315
​​
713
​​
—
​​
 
​​
37,651
Service, body, parts and other
​​
30,724
​​
172
​​
2,068
​​
790
​​
3,030
​​
2,835
​​
—
​​
 
​​
36,588
Total Revenue
​​
604,036
​​
559
​​
16,694
​​
17,626
​​
34,879
​​
19,227
​​
—
​​
 
​​
658,142
Cost applicable to revenues (excluding depreciation, and amortization as shown below)
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
New vehicle retail
​​
311,475
​​
247
​​
9,732
​​
10,854
​​
20,834
​​
10,370
​​
—
​​
 
​​
342,679
Pre-owned vehicle retail
​​
139,953
​​
(2)
​​
2,684
​​
2,213
​​
4,895
​​
3,608
​​
—
​​
 
​​
148,456
Vehicle wholesale
​​
3,406
​​
86
​​
—
​​
 
​​
86
​​
—
​​
—
​​
 
​​
3,492
Finance and insurance
​​
1,503
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
 
​​
1,503
Service, body, parts and other
​​
14,698
​​
92
​​
1,111
​​
381
​​
1,584
​​
1,019
​​
—
​​
 
​​
17,301
LIFO
​​
1,387
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
 
​​
1,387
Total cost applicable to revenue
​​
472,422
​​
423
​​
13,528
​​
13,448
​​
27,399
​​
14,998
​​
—
​​
 
​​
514,819
Gross profit
​​
131,614
​​
136
​​
3,166
​​
4,178
​​
7,480
​​
4,229
​​
—
​​
 
​​
143,324
Depreciation and amortization
​​
8,862
​​
2
​​
88
​​
—
​​
89
​​
—
​​
158
​​
(3)
​​
9,109
Selling, general and administrative expenses
​​
104,012
​​
327
​​
3,112
​​
4,072
​​
7,511
​​
3,480
​​
(809)
​​
(4)
​​
114,194
Income from operations
​​
18,740
​​
(193)
​​
(33)
​​
106
​​
(120)
​​
750
​​
651
​​
 
​​
20,020
Other income (expense)
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Floorplan interest expense
​​
(11,366)
​​
—
​​
(415)
​​
(128)
​​
(543)
​​
(508)
​​
(2,693)
​​
(5)
​​
(15,111)
Other interest expense
​​
(3,783)
​​
—
​​
(210)
​​
—
​​
(210)
​​
(7)
​​
(1,232)
​​
(6)
​​
(5,231)
Interest income
​​
—
​​
 
​​
 
​​
 
​​
 
​​
0
​​
 
​​
 
​​
0
Change in fair value of warrant liabilities
​​
856
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
 
​​
856
Total other (expense) income, net
​​
(14,293)
​​
—
​​
(625)
​​
(128)
​​
(753)
​​
(515)
​​
(3,925)
​​
 
​​
(19,486)
Income before income tax expense
​​
4,447
​​
(193)
​​
(658)
​​
(23)
​​
(874)
​​
235
​​
(3,274)
​​
 
​​
534
Income tax expense
​​
(1,163)
​​
51
​​
172
​​
6
​​
229
​​
(61)
​​
856
​​
(7)
​​
(140)
Net income
​​
3,284
​​
(143)
​​
(486)
​​
(17)
​​
(645)
​​
174
​​
(2,418)
​​
 
​​
394
Dividends on Series A Convertible Preferred Stock
​​
(2,380)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
 
​​
(2,380)
Net income and comprehensive income attributable to common stock and participating securities
​​
904
​​
(143)
​​
(486)
​​
(17)
​​
(645)
​​
174
​​
(2,418)
​​
 
​​
(1,986)
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
EPS:
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Basic
​​
$0.05
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
$(0.15)
Diluted
​​
$—
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
$(0.15)
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Weighted average shares outstanding
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Basic
​​
13,066,607
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
13,066,607
Diluted
​​
13,188,135
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
13,188,135
10

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THE OFFERING
Rights
We will distribute to Holders of record of our Common Stock and Holders of our Warrants and Series A Preferred Stock (in the case of the Warrants and the Series A Preferred Stock, on an as-converted basis) as of 5:00 p.m., New York City time, on October 23, 2023, at no charge, one non-transferable Right to purchase 0.770 of a share of Common Stock at a subscription price of $6.399 per whole share. You will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and 1,608,522Series A Preferred Stock owned as of the Record Date.
Basic Subscription Right
Each Right will allow you to purchase 0.770 of a share of our Common Stock at a subscription price of $6.399 per whole share.
Rights may only be exercised in whole numbers. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of common stock issuable uponour Common Stock that would otherwise be created by the exercise of warrants.  

(3)the Rights by that Holder will be rounded down to the nearest whole share for purposes of determining the number of shares of our Common Stock for which you may subscribe, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering.

Over-Subscription Right
Each Rights holder who elects to exercise the Basic Subscription Right in full may also subscribe for additional shares at the same subscription price per share. If an insufficient number of shares is available to fully satisfy the Over-Subscription Right requests, the available shares will be allocated pro rata, after eliminating all fractional shares, among Rights holders who exercised their Over-Subscription Right based on the number of shares each Rights holder subscribed for under the Basic Subscription Right. The 600,000Subscription Agent will return any excess payments, without interest or deduction, promptly after the expiration of the Rights Offering. Only Record Date Holders who exercise in full all Rights issued to them are entitled to exercise the Over-Subscription Right.
Conditions to the Rights Offering
Your right to exercise your Rights is subject to the conditions described under “The Rights Offering – Conditions to the Rights Offering.”
Subscription Price
$6.399 per share.
Record Date
October 23, 2023.
Expiration Date
The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on November 14, 2023, unless extended by us, in our sole discretion. Any Rights not exercised at or before that time will expire without any payment to the holders of those unexercised Rights. Please note that if you
11

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hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2: p.m., New York City time, on the expiration date. See “The Rights Offering – Procedures for DTC Participants.”
Purchase Indications
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
Non-Transferability of Rights
The Rights may not be sold, transferred, assigned or given away to anyone, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such holders. The Rights will not be listed for trading on any stock exchange or market.
Extension, cancellation, and amendment
We may extend the period for exercising your Rights in our sole discretion. We may cancel or terminate the Rights Offering in our sole discretion at any time on or before the expiration of the Rights Offering for any reason (including, without limitation, a change in the market price of our Common Stock). In the event that the Rights Offering is cancelled or terminated, all funds received from subscriptions by Holders will be returned. Interest will not be payable on any returned funds. We also reserve the right to amend the terms of the Rights Offering.
Procedure for Exercising Rights
If you are the record holder of shares of our Common Stock, Warrants or Series A Preferred Stock, to exercise your Rights you must complete the Rights Certificate and deliver it to the Subscription Agent together with full payment for all the Rights you elect to exercise. The Subscription Agent must receive the proper forms and payments on or before 5:00 p.m. New York City time on the expiration date of the Rights Offering. You may deliver the documents by first class mail, express mail, courier or other expedited service and payments by wire transfer of immediately available funds or certified bank or cashier’s check drawn upon a United States bank payable to the Subscription Agent. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested.
Once you have exercised the Basic Subscription Right and, if elected, the Over-Subscription Right, your exercise may not be revoked. You should not exercise your Rights unless you are certain that you wish to purchase Common Stock in the Rights Offering. See “Summary — Recent
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Developments” and “Risk Factors — Risks Related to the Rights Offering — There may be material developments regarding us during the subscription period. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.”
If you wish to exercise Rights, but you do not have sufficient time to deliver the Rights Certificate evidencing your Rights to the Subscription Agent on or before the time your Rights expire, you may exercise your Rights by exercising a Notice of Guaranteed Delivery (as described herein). See “The Rights Offering — Guaranteed Delivery Procedures.”
Rights not exercised prior to the expiration of the Rights Offering will lose their value.
How Rights Holders Can Exercise Rights Through Others
Please note that if you hold your securities in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.” If you are a beneficial owner of shares of our Common Stock, you should instruct your broker, custodian bank or nominee in accordance with the procedures described in the section of this prospectus titled “The Rights Offering — Beneficial Owners.”
How Non-U.S. Stockholders Can Exercise Rights
The Subscription Agent will not mail Rights Certificates to you if you are a stockholder whose address is outside the United States, and your Rights Certificates will be held by the Subscription Agent for your account until any instructions are received to exercise your Rights. If you are a Holder whose address is outside the United States, to exercise your Rights, you must notify the Subscription Agent on or prior to 11:00 a.m., New York City time, on November 6, 2023, which is five business days prior to the expiration date for the Rights Offering, unless extended by us, and, if we so request, must establish to our satisfaction that you are permitted to exercise your Rights under applicable law. Any questions related to exercising Rights should be directed to the Subscription Agent. If you do not follow these procedures prior to the expiration of the Rights Offering, your Rights will expire. We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights and any such determinations by us will be final and binding.
No Revocation
All exercises of Rights are irrevocable. No exercise may be revoked or changed and no refunds will be paid. A Holder should not exercise its Rights unless certain that the Holder wants to purchase shares of our Common Stock in the Rights Offering at the subscription price set forth herein.
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Material U.S. Federal Income Tax Consequences
Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right and the participation in this Rights Offering by holders of Series A Preferred Stock are convertible into 5,962,733Stock), we believe and intend to take the position that a U.S. Holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of common stock calculated by multiplyingCommon Stock (including all shares of Common Stock received pursuant to the 600,000 sharesconversion of all Series A Preferred Stock outstanding byprior to the conversion rate of 9.9378882. The conversion rate is calculated by dividing the current liquidation preference of $100 by the initial conversion price of $10.0625Record Date) and should not be treated as set forth in the Certificate of Designation governing thea taxable distribution with respect to such holder’s Series A Preferred Stock.  

(4) OfStock and Warrants for U.S. federal income tax purposes. This position regarding the warrants offered, 1,335,415non-taxable treatment of the warrantsRights Offering is not binding on the IRS or the courts. The fair market value of the Rights would be taxable to U.S. Holders of our Common Stock as a dividend to the extent of the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have an exercise pricecurrent and accumulated earnings and profits through the end of $11.50 per share2023. Further, if the Rights Offering is treated as a taxable distribution, the treatment of holders of Warrants is not clear, and 300,357it may differ from, and may be more adverse than, the treatment of the Rights distribution to the holders of Common Stock. For a more detailed discussion, including U.S. federal income tax considerations applicable to Non-U.S. Holders, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.

Issuance of Our Common Stock
We will issue shares purchased in the Rights Offering as soon as practicable after the expiration of the Rights Offering. All shares that are pre-funded warrantspurchased in the Rights Offering will be issued in uncertificated book-entry form, meaning that you will receive a direct registration account statement from our transfer agent reflecting ownership of these securities if you are a Holder of record. If you hold your shares in the name of a bank, broker, dealer or other nominee, DTC will credit your nominee with an exercise pricethe securities you purchased in the Rights Offering.
Payment Adjustments
Any payment that is insufficient to purchase the number of $.01 per share.   (5) Includes 1,308,165 shares of our common stock issuable uponCommon Stock requested, or if the number of shares of Common Stock requested is not specified in the Rights Certificate, the Subscription Agent will have the right to reject and return your subscription for correction. The Subscription Agent will return any excess funds without interest or a deduction where the payment exceeds the amount necessary for the full exercise, including any Over-Subscription Right exercised.
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No Board Recommendation to Rights Holders
Neither the Company, the Special Committee nor our Board has, or will, make any recommendation to Holders whether to exercise or let lapse their Rights in the Rights Offering. You should make an independent investment decision about whether to exercise or let lapse your Rights based on your own assessment of our business and the Rights Offering. Please see the section of this prospectus titled “Risk Factors” for a discussion of some of the outstanding warrantsrisks involved in investing in our Common Stock.
Nasdaq Symbol for Our Common Stock
Our Common Stock is listed on Nasdaq under the symbol “LAZY.” On October 19, 2023, the last trading day before the date of this prospectus, the closing price of our Common Stock on Nasdaq was $8.22 per share.
Use of Proceeds
Assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting $449,760 of estimated offering expenses incurred by us relating to the Rights Offering. We expect to use such proceeds for our growth initiatives including acquisitions and 300,357new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities. See “Use of Proceeds.”
Subscription Agent
Broadridge Corporate Issuer Solutions, LLC.
Information Agent
Broadridge Corporate Issuer Solutions, LLC.
Risk Factors
Exercising the Rights and investing in our Common Stock involves significant risks. We urge you to carefully read the section titled “Risk Factors” beginning on page 17 of this prospectus and the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by reference in the prospectus and this prospectus in its entirety before you decide whether to exercise your Rights.
Important Dates to Remember
Set forth below are certain important dates for this Rights Offering, which are generally subject to extension:
Record Date: October 23, 2023.
Deadline for Delivery of Notice of Guaranteed Delivery: 5:00 p.m., New York City time, on November 14, 2023.
Deadline for Delivery of Rights, Rights Certificates, and payment: 5:00 p.m., New York City time, on November 14, 2023.
Expiration Date: 5:00 p.m., New York City time, on November 14, 2023.
Anticipated Delivery of Shares Purchased in Rights Offering: on or before November 21, 2023.
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Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of common stock issuable upon exerciseDTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the outstanding 300,357 pre-funded warrants.

new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”
For additional information concerning the Rights and our Common Stock, see “The Rights Offering” and “Description of Our Capital Stock” below.
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3

RISK FACTORS

Investing in our securities involves a high degree of risk. Investorsrisks. Before making an investment decision, you should carefully consider the specific risks described below, the risks described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and allin our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, which are incorporated herein by reference, as well as other risk factors described under the caption “Risk Factors” included or incorporated by reference in the prospectus, including our other filings with the SEC, before making an investment decision.
Any of the otherrisks we describe below or in the information set forth in this Registration Statement on Form S-1 before deciding to invest in our common stock. If any of the events or developments described below occur,incorporated herein by reference could cause our business, financial condition or operating results of operations could be materially or adversely affected. As a result, theto suffer. The market price of our common stockCommon Stock could decline if one or more of these risks and investorsuncertainties develop into actual events. You could lose all or part of your investment. Additional risks and uncertainties not currently known to us or allthat we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. Some of their investment.

the statements in this section of the prospectus are forward-looking statements. For more information, see the sections of this prospectus titled “Incorporation of Information by Reference” and “Special Note Regarding Forward-Looking Statements.”

Risks Related to LazydaysOur Business

The Company’s success will depend to a significant extent on the wellbeing, as well as the continued popularity and reputation for quality, of the Company’s manufacturers, particularly, Thor Industries, Inc., Winnebago Industries, Inc. and Forest River, Inc.

The Company depends on its manufacturers to provide it with products that compare favorably with competing products in terms of quality, performance, safety and advanced features. Any adverse change in the production efficiency, product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilities or financial condition of the Company’s manufacturers could have a substantial adverse impact on the Company’s business. Any difficulties encountered by any of the Company’s manufacturers resulting from economic, financial, or other factors could adversely affect the quality and number of products that they are able to supply to the Company and the services and support they provide to the Company. The interruption or discontinuance of the operations of the Company’s manufacturers could cause the Company to experience shortfalls, disruptions, or delays with respect to needed inventory. Although the Company believes that adequate alternate sources would be available that could replace any manufacturer as a product source, those alternate sources may not be available at the time of any interruption, alternative products may not be available at comparable quality and prices and alternative products may not be equally appealing to the Company’s customers.

The Company is currently ineligible to file a registration statement on Form S-3 to register the offer and sale of securities, which could adversely affect its ability to raise future capital.

As a result of the delayed filing of a periodic report on Form 10-Q and current report on Form 8-K, the Company is not currently eligible to file a new registration statement on Form S-3. Should the Company wish to register the offer and sale of its securities to the public once its existing registration statement on Form S-3 expires, both the transaction costs and the amount of time required to complete the transaction could increase, making it more difficult to execute any such transaction successfully and potentially harming the Company’s financial condition.

The COVID-19 pandemic had a significant adverse impact on the Company’s business, results of operations and financial condition in the first months of the COVID-19 pandemic; while increased sales since then have more than offset the initial adverse impact, there can be no assurance that such sales growth will continue at the same rate or at all, and the Company’s sales may ultimately decline, meaning that, in the long term, COVID-19 could result in a net negative impact on its business.

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease COVID-19 a pandemic, which continues to spread throughout the United States and globally. Beginning in mid-to-late March of 2020, the COVID-19 pandemic led to severe disruptions in general economic activity as businesses and federal, state and local governments took increasingly broad actions to mitigate the impact of the COVID-19 pandemic on public health, including through “shelter in place” or “stay at home” orders in the states in which we operate. As we modified our business practices to conform to government guidelines and best practices to ensure the health and safety of our customers, employees and the communities we serve, we saw significant early declines in new and pre-owned vehicle unit sales, sales of parts, accessories and related services, including finance and insurance revenues as well as campground and miscellaneous revenues.

In response to the steep decline in demand, the Company enacted cost saving measures, including the reduction of our workforce by approximately 25% and senior management agreeing to temporarily forgo 25% of their salary. To further protect our liquidity and cash position, we negotiated with our lenders for the temporary suspension of scheduled principal and interest payments on our term and mortgage loans from April 15, 2020 through June 15, 2020 and for the temporary suspension of scheduled floorplan curtailment payments from April 1, 2020 through June 15, 2020. We also received $8.7 million in loans under the Paycheck Protection Program.

Starting in May 2020, we experienced significant improvement in sales of new and pre-owned vehicles. The improvement in sales beginning in May 2020 likely relates, at least in part, to an increase in consumer demand as consumers seek outdoor travel and leisure activities that permit appropriate social distancing. However, we can provide no assurances that such

Our growth in sales will continue at the same rate that occurred between May 2020 and September 2021, or at all, over any time period, and sales may ultimately decline. Furthermore, our improved sales and cost savings measures to date may not be sufficient to offset any later adverse impacts of the COVID-19 pandemic, and our liquidity could be negatively impacted, if prior sales trends from May 2020 through September 2021 are reversed, which may occur, for example, if the cruise line, air travel and hotel industries begin to recover.

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The public health crisis caused by the COVID-19 pandemic and its consequences have had, and could again have in the future, certain negative impacts on our business including, without limitation, the following:

●previous and potentially future delays in the delivery of certain products from our vendors as a result of shipping delays due to, among other things, additional safety requirements imposed on our suppliers by governmental authorities and capacity constraints experienced by our transportation contractors;
●some of our vendors having experienced, and potentially experiencing in the future, temporary facility closures, production slowdowns and disruption to operations as a result of the impact of the pandemic on their respective businesses, such as Thor Industries, Inc.’s temporary closure of its North American production facilities from late March to early May 2020;
●disruptions in supply chains that may place constraints on our ability to source products, which may increase our product costs or lead to shortages;
●national parks and RV parks temporarily closing, which may again occur in the future, in response to the COVID-19 pandemic, which could cause consumers to use their RVs less frequently, or be less inclined to need or renew certain of our services or purchase products;
●deteriorating economic conditions as a result of the COVID-19 pandemic, such as increased unemployment, decreases in disposable income, decreases in net worth, declines in consumer confidence, or economic slowdowns or recessions, which could cause a decrease in demand for our products and services;
●insufficient or inefficient protective measures (while we made temporary changes to our operating procedures at our retail locations and offices following recommended guidelines and are taking measures to protect our customers, employees and facilities, these measures may not be sufficient to prevent the spread of COVID-19 among our employees and our employees may not be as efficient while operating under these temporary procedures, which could result in labor shortages or additional labor costs);
●the ability of third-party service providers and business partners, such as cloud data storage and other information technology service providers, suppliers, distributors, contractors, and other external business partners, to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance with the agreed-upon terms in light of risks and uncertainties related to the COVID-19 pandemic; and
●the possibility of legal claims or litigation against us relating to actions we have taken or may take, or decisions we have made or may make, as a consequence of the COVID-19 pandemic.

The Biden administration recently announced a proposed regulation requiring all U.S. private businesses with 100 or more employees to ensure that their employees are fully vaccinated or require unvaccinated workers to undergo weekly COVID-19 testing. At this time, it is unclear if the vaccine mandate will apply to all employees and how compliance will be documented.

The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the COVID-19 pandemic, the efficacy, availability, distribution and public acceptance of vaccines and further actions that may be taken by individuals, businesses and federal, state and local governments in response. Even after the COVID-19 pandemic has subsided, we may experience significant adverse effects to our business as a result of its global economic impact, including any economic recession or downturn and the impact of such a recession or downturn on unemployment levels, consumer confidence, levels of personal discretionary spending, credit availability and any long term disruption in supply chains.

The Company’s business is affected by the availability of financing to it and its customers.

The Company’s business is affected by the availability of financing to it and its customers. Generally, RV dealers finance their purchases of inventory with financing provided by lending institutions. On March 15, 2018, the Company entered into a $200 million credit agreement with M&T Bank including a new floor plan facility that increased the committed floor plan financing to $175.0 million. On February 13, 2021, the Company signed an agreement to extend the maturity date of the credit agreement to June 15 2021. On June 14, 2021, an additional agreement was signed to extend the maturity date to September 15, 2021. On July 14, 2021, the Company entered into a $369 million credit agreement with M&T Bank including an increase to the committed floor plan financing to $327 million. As of September 30, 2021, the Company had $94.7 million outstanding under its M&T floor plan facility, $10.8 million outstanding under the M&T term loan, a $5.8 million mortgage financed by M&T Bank, and no borrowings under our recently expanded $25 million dollar revolving credit facility. As of September 30, 2021, substantially all of the invoice cost of new RV inventory and approximately 5% of book value of pre-owned RV inventory was financed under the floor plan facility. A decrease in the availability of this type of wholesale financing or an increase in the cost of such wholesale financing could prevent the Company from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced sales and revenues.

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Furthermore, many of the Company’s customers finance their RV purchases. Although consumer credit markets have generally been favorable, consumer credit market conditions continue to influence demand, especially for RVs, and may continue to do so. There continues to be fewer lenders, more stringent underwriting and loan approval criteria, and greater down payment requirements than in the past. If credit conditions or the credit worthiness of the Company’s customers worsen, and adversely affect the ability of consumers to finance potential purchases on acceptable terms and interest rates, it could result in a decrease in the sales of the Company’s products and have a material adverse effect on the Company’s business, financial condition and results of operations.

Any change, non-renewal, unfavorable renegotiation or termination of the Company’s supply arrangements for any reason could have a material adverse effect on product availability and cost and the Company’s financial performance.

The Company’s supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. The Company’s dealer agreements with manufacturers are generally made on a location-by-location basis, and each retail location typically enters into multiple dealer agreements with multiple manufacturers. The terms of the Company’s dealer agreements are typically subject to the Company meeting program requirements and retail sales objectives, performing services and repairs for customers still under warranty (regardless from whom the RV was purchased), carrying the relevant manufacturer’s parts and accessories needed to service and repair its RVs, actively advertising and promoting the manufacturer’s RVs, and in some instances indemnifying the manufacturer.

The Company’s dealer agreements designate a specific geographic territory for the Company, exclusive to the Company, provided that the Company is able to meet the material obligations of the agreement.

In addition, many of the Company’s dealer agreements contain contractual provisions concerning minimum advertised product pricing for current model year units. Wholesale pricing is generally established on a model year basis and is subject to change in the manufacturer’s sole discretion. Any change, non-renewal, unfavorable renegotiation or termination of these dealer agreements for any reason could have a material adverse effect on product availability and cost and the Company’s financial performance.

The Company’s business is impacted by general economic conditions in its markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending that may adversely affect its business, financial condition and results of operations.

The Company depends on consumer discretionary spending and, accordingly, the Company may be adversely affected if its customers reduce, delay or forego their purchases of the Company’s products, services, and protection plans as a result of, including but not limited to, job loss, bankruptcy, higher consumer debt and interest rates, reduced access to credit, higher energy and fuel costs, relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail (including as a result of consumer tastes in response to climate change), falling home prices, lower consumer confidence, uncertain or changes or uncertainty in tax policies, uncertainty due to national or international security or health concerns, volatility in the stock market, or epidemics.

Decreases in the number of customers, average spend per customer, or retention and renewal rates for the Company’s products, consumer services and plans would negatively affect the Company’s financial performance. A prolonged period of depressed consumer spending could have a material adverse effect on the Company’s business. In addition, adverse economic conditions may result in an increase in the Company’s operating expenses due to, among other things, higher costs of labor, energy, equipment and facilities. Due to recent fluctuations in the United States economy and the COVID-19 pandemic, the Company’s sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, the Company is subject to economic fluctuations in local markets that may not reflect the general economic conditions of the broader United States economy. Any of the foregoing factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company depends on its ability to attract and retain customers.

The Company’s future success depends upon the Company’s ability to attract and retain customers for its products, services, protection plans, and resources. The extent to which the Company achieves growth in its customer base materially influences the Company’s profitability. Any number of factors could affect the Company’s ability to grow its customer base. These factors include consumer preferences and general economic conditions, the Company’s ability to maintain its retail locations, weather conditions, the availability of alternative products, significant increases in gasoline prices, the disposable income of consumers available for discretionary expenditures and consumer perception of the Company’s brands. Any significant decline in the Company’s customer base, the rate of growth of its customer base or customer demand could have a material adverse effect on its business, financial condition and results of operations.

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Competition in the market for products, services and protection plans targeting the RV lifestyle or RV enthusiast could reduce the Company’s revenues and profitability.

Competition in the RV market is fragmented, driven by price, product and service features, technology, performance, reliability, quality, availability, variety, delivery and customer service. In addition to competing with other dealers of new and pre-owned RVs, the Company competes directly or indirectly with major national insurance and warranty companies, providers of roadside assistance and providers of extended service contracts.

Additional competitors may enter the businesses in which the Company currently operates. If any of the Company’s competitors successfully provides a broader, more efficient or attractive combination of products, services and protection plans to the Company’s target customers, the Company’s business results could be materially adversely affected. The Company’s inability to compete effectively with existing or potential competitors, some of which may have greater resources or be better positioned to absorb economic downturns in local markets, could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s expansion into new, unfamiliar markets, whether through acquisitions or otherwise, presents increased risks that could materially affect profitability. Furthermore, our presentation of estimated annualized adjusted EBITDA for acquired businesses do not represent actual historical results for any period and may prevent it from being profitable in these new markets. Delays in acquiring or opening new retail locations could have a material adverse effect on the Company’s business, financial condition and resultsnot be reflective of operations.

The Company’sour future performance.

Our success will depend, in part, on theour ability of the Company to make successful acquisitions and to integrate the operations of acquired retail locations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote consistencycooperation and efficiencythe sharing of opportunities and resources among the Company’sour retail locations. The Companylocations and consumer services and plans. We may not be able to achieve the estimated revenue, EBITDA or adjusted EBITDA contributions, the anticipated operating and cost synergies or long-term strategic benefits of itsour acquisitions within the anticipated timing or at all. For as long as the first year after a substantial acquisition and possibly longer, the benefits from the acquisition may be offset by the costs incurred in integrating the business and operations.

The annualized EBITDA and adjusted EBITDA estimates presented in this prospectus are based on the annualization of projected financial results from limited periods before our acquisition of those businesses. They also incorporate assumptions about future steady-state performance. These do not reflect the actual historical results for any period of such acquisitions. In 2020,addition, the Companyestimates are based on certain internal, unaudited financial statements of the acquired three dealerships in Arizonaentities. These unaudited statements haven't undergone our internal control procedures nor have they been reviewed by our external auditors. The periods selected for annualization may not be representative of performance over an extended period and Indiana. Through Augustmay not take into account other future market conditions that may negatively affect those businesses. As such, the estimated long-term figures could significantly differ from the EBITDA or adjusted EBITDA these businesses might have generated if acquired at a different time. Such discrepancies could be material to our business and operations. We cannot assure that future performances will match these estimates, and deviations from those estimates could adversely affect our financial results and business operations. Thus, you should not place undue reliance on these estimates.

Since 2021, we have completed 8 acquisitions and opened 3 greenfield locations and have non-binding letters of 2021,intent for other proposed acquisitions. Non-binding letters of intent do not commit either party to complete the Company added two Tennessee dealerships (one acquiredtransaction. Acquisition negotiations are subject to a variety of factors, many of which are not within our control and one greenfield)thus we can provide no assurance that we will successfully negotiate acquisition agreements and acquired three dealerships, one located in eachconsummate acquisitions proposed under our non-binding letters of Oregon, Washington, and Wisconsin. The Company intendsintent. We intend to continue to expand in part by acquiring or building new greenfield retail or service locations in new markets. As a result the Companyof any future expansion, we may have less familiarity with local consumer preferences and could encounter difficulties in attracting customers due to a reduced level of consumer familiarity with the Company’s brand.

Company and our brands.

Other factors, many of which are beyond the Company’sour control, may impact the Company’sour ability to acquire or open retail locations successfully, whether in existing or new markets, and operate them profitably. These factors include:include (a) the ability to (i) identify suitable acquisition opportunities at purchase prices likely to provide returns required by the Company’sour acquisition criteria, (ii) keepcontrol expenses associated with sourcing, evaluating and negotiating acquisitions (including those that are not completed) low,, (iii) accurately assess the profitability of potential acquisitions or new
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locations, (iv) secure required third party or governmental permits and approvals, (v) negotiate favorable lease agreements, (vi) hire and train skilled operating personnel, especially management personnel, (vii) secure product lines, (viii) provide a satisfactory product mix responsive to local market preferences where new retail locations are built or acquired, (viii) secure product lines, (ix) supply new retail locations with inventory in a timely manner; (b) the availability of construction materials and labor for new retail locations and the occurrence of significant construction delays or cost overruns; (c) competitors in the same geographic area and regional economic variants; (d) the absence of disagreements with potential acquisition targets that could lead to litigation; (e) successfully integrating the operations of acquired dealers with the Company’sour own operations; (f) managing acquired dealers and stores profitably without substantial costs, delays, or other operational or financial problems; and (g) the ability of the Company’sour information management systems to process increased information accurately and in a timely fashion. A negative outcome associated with any of these factors could have a material adverse effect on the Company’sour business, financial condition and results of operations.

Once the Company decideswe decide on a new market and identifiesidentify a suitable acquisition or location opportunity, any delays in acquiring or opening or developing new retail locations could impact the Company’sour financial results. For example, delays in the acquisition process or construction delays caused by permitting or licensing issues, material shortages, labor issues, weather delays or other acts of God, discovery of contaminants, accidents, deaths or injuries, third parties attempting to impose unsatisfactory restrictions on the Company in connection with their approval of acquisitions, and other factors could delay planned openings or force the Companyus to abandon planned openings altogether.

As the Company grows, itwe grow, we will face the risk that itsour existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support itsour growth.

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Finally, the size, timing, and integration of any future new retail location openings or acquisitions may cause substantial fluctuations in the Company’sour results of operations from quarter to quarter. Consequently, the Company’sour results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could have a material adverse effect on the Company’sour business, financial condition and results of operations.

Failure to maintain the strength and value of the Company’s brands could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s success depends on the value and strength of the Lazydays brands. The Lazydays name and brands are integral to the Company’s business as well as to the implementation of the Company’s strategies for expanding its business. Maintaining, enhancing, promoting and positioning the Company’s brands, particularly in new markets where the Company has less brand recognition, will depend largely on the success of the Company’s marketing efforts and its ability to provide high quality products, services, protection plans, and resources and a consistent, high quality customer experience. The Company’s brands could be adversely affected if: (a) the Company fails to achieve these objectives or to comply with local laws and regulations; (b) the Company is subject to publicized litigation; or (c) the Company’s public image or reputation were to be tarnished by negative publicity. Some of these risks are not within the Company’s control, such as the effects of negative publicity regarding the Company’s manufacturers, suppliers or third party providers of services or negative publicity related to members of management. Any of these events could result in decreases in revenues. Further, maintaining, enhancing, promoting and positioning the Company’s brand image may require the Company to make substantial investments in areas such as marketing, dealership operations, community relations, store graphics and employee training, which could adversely affect the Company’s cash flow and profitability. Efforts to maintain, enhance or promote the Company’s brand image may ultimately be unsuccessful. These factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

Failure to successfully procure and manage inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s success depends upon the Company’s ability to successfully manage the Company’s inventory and to anticipate and respond to product trends and consumer demands in a timely manner. The preferences of the Company’s target consumers cannot be predicted with certainty and are subject to change. The Company may order products in advance of the following selling season. Extended lead times for the Company’s purchases may make it difficult for the Company to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. If the Company misjudges either the market for the Company’s products or its consumers’ purchasing habits in the future, the Company’s revenues may decline significantly, the Company may not have sufficient inventory to satisfy consumer demand or sales orders, or the Company may be required to discount excess inventory; all of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s same store sales may fluctuate and may not be a meaningful indicator of future performance.

The Company’s same store sales may vary from quarter to quarter. A number of factors affect and will continue to affect the Company’s same store sales results, including: (a) changes or anticipated changes to regulations related to the products the Company offers; (b) consumer preferences and buying trends; (c) overall economic trends; (d) the Company’s ability to identify and respond effectively to local and regional trends and customer preferences; (e) the Company’s ability to provide quality customer service that will increase its conversion of shoppers into paying customers; (f) competition in the regional market of a store; (g) extreme weather patterns; (h) changes in the Company’s product mix; (i) changes to local or regional regulations affecting the Company’s stores; (j) changes in sales of consumer services and plans and retention rates for consumer services and plans offered by the Company; and (k) changes in pricing and average unit sales.

An unanticipated decline in revenues or same store sales could have a material adverse effect on the Company’s business, financial condition and results of operations.

The cyclical nature of the Company’s business has caused its sales and results of operations to fluctuate. These fluctuations are likely to continue in the future, which could result in operating losses during downturns.

The RV industry is cyclical and is influenced by many national and regional economic and demographic factors, including: (a) the terms and availability of financing for retailers and consumers; (b) overall consumer confidence and the level of discretionary consumer spending; (c) population and employment trends; and (d) income levels and general economic conditions, such as inflation, including as a result of tariffs, deflation, increasing interest rates and recessions. As a result of these factors, the Company’s sales and results of operations have fluctuated, and the Company expects that they will continue to fluctuate in the future.

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The Company’s business is seasonal, and this leads to fluctuations in sales and revenues.

The Company has experienced, and expects to continue to experience, variability in revenue, net income and cash flows as a result of seasonality in its business. Because the Company’s largest dealership is located in the southern United States, demand for products, services, protection plans and resources generally increases during the winter season when people move south for the winter or vacation in warmer climates, while sales and profits are generally lower during the summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand. This includes the threat of hurricanes in the State of Florida, which could substantially damage property and inventory in the Company’s Florida dealerships, especially in Tampa, and lead to a material disruption of operations at the Company’s Tampa, Florida headquarters and dealership.

For the years ended December 31, 2020 and 2019, the Company generated 51% and 53% (excluding the impact of acquisitions) of its annual revenue, respectively, in the combined first and second fiscal quarters of each year, which includes the peak winter months. The COVID-19 pandemic affected our sales patterns in 2020. The Company incurs additional expenses in the first and second fiscal quarters due to higher purchase volumes, increased staffing in the Company’s retail locations and other costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the first and second fiscal quarters, the Company’s sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including extreme weather, consumer spending levels and general business conditions, are potentially greater if any such risks occur during the Company’s peak sales seasons.

The Company’s business may be adversely affected by unfavorable conditions in its local markets, even if those conditions are not prominent nationally.

Because a large portion of the Company’s sales are generated in Florida, the Company’s results of operations depend substantially on general economic conditions and consumer spending habits in the Southeastern United States. In the event that this geographic area experiences a downturn in economic conditions, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

Risks Associated with Our Debt Obligations

The Company may not be able to satisfy its debt obligations upon the occurrence of a change in control under its credit facility.

A change in control is an event of default under the credit facility. Upon the occurrence of a change in control, M&T Bank will have the right to declare all outstanding obligations under the credit facility immediately due and payable and to terminate the availability of future advances to the Company. There can be no assurance that the Company’s lenders will agree to an amendment of the credit facility or a waiver of any such event of default. There can be no assurance that the Company will have sufficient resources available to satisfy all of its obligations under the credit facility if no waiver or amendment is obtained. In the event the Company was unable to satisfy these obligations, it could have a material adverse impact on the Company’s business, financial condition and results of operations.

The Company’s ability to operate and expand its business and to respond to changing business and economic conditions will depend on the availability of adequate capital.

The operation of the Company’s business, the rate of the Company’s expansion and the Company’s ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated by the Company’s business and, if necessary, the availability of equity or debt capital. The Company also requires sufficient cash flow to meet its obligations under its existing debt agreements. The Company’s term loan requires it to pay monthly principal installments of $0.242 million plus accrued interest through the maturity date. At the maturity date, the Company will pay a principal balloon payment of $2.6 million plus accrued interest.

The Company is dependent to a significant extent on its ability to finance its new and pre-owned RV inventory under the credit facility. Floor plan financing arrangements allow the Company to borrow money to purchase new RVs from the manufacturer or pre-owned RVs on trade-in, direct purchase from owners, or at auction and pay off the loan when the Company sells the financed RV. The Company may need to increase the capacity of its existing credit facility in connection with its acquisition of dealerships and overall growth. In the event that the Company is unable to obtain such incremental financing, the Company’s ability to complete acquisitions could be limited.

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The Company cannot ensure that its cash flow from operations or cash available under its credit facility will be sufficient to meet its needs. If the Company is unable to generate sufficient cash flows from operations in the future, and if availability under its credit facility is not sufficient, the Company may have to obtain additional financing. If the Company obtains additional capital through the issuance of equity, the interests of existing stockholders of the Company may be diluted. If the Company incurs additional indebtedness, such indebtedness may contain financial covenants and other negative covenants that may significantly restrict the Company’s ability to operate. The Company cannot ensure that it could obtain additional financing on favorable terms or at all.

The documentation governing the Company’s credit facility contains restrictive covenants that may impair the Company’s ability to access sufficient capital and operate its business.

The Company’s credit facility contains various provisions that limit the Company’s ability to, among other things: (a) incur additional indebtedness or liens; (b) consolidate or merge; (c) alter the business conducted by the Company and its subsidiaries; (d) make investments, loans, advances, guarantees and acquisitions; (e) sell assets, including capital stock of its subsidiaries; (f) enter into certain sale and leaseback transactions; (g) pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness; and (h) engage in transactions with affiliates.

In addition, the restrictive covenants contained in the documentation governing the credit facility require the Company to maintain specified financial ratios. The Company’s ability to comply with those financial ratios may be affected by events beyond its control, and its failure to comply with these ratios could result in an event of default. The restrictive covenants may affect the Company’s ability to operate and finance its business as it deems appropriate. The Company’s inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing its current or future indebtedness could constitute an event of default under the instruments governing the Company’s indebtedness.

If there were an event of default under the instruments governing the Company’s indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of the Company’s other indebtedness. The Company may not have sufficient funds available, or the Company may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if the Company could obtain additional financing, the terms of such financing may not be favorable to the Company. In addition, substantially all of the Company’s assets are subject to liens securing the obligations under the credit facility. If amounts outstanding under the credit facility were accelerated, the Company’s lenders could foreclose on these liens and the Company could lose substantially all of its assets. Any event of default under the instruments governing the Company’s indebtedness could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company depends on its relationships with third party providers of services, protection plans, financing, insurance, products and resources and a disruption of these relationships or of these providers’ operations could have an adverse effect on the Company’s business and results of operations. The Company cannot ensure these third parties will continue to provide RV financing and other products.

The Company’s business depends in part on developing and maintaining productive relationships with third party providers of products, services, protection plans, financing, insurance and resources that the Company markets to its customers. Additionally, the Company relies on certain third party providers to support its products, services, protection plans, financing, insurance and resources, including insurance carriers for the Company’s property and casualty insurance and extended service contracts and banks or vehicle financing and refinancing. The Company cannot accurately predict whether, or the extent to which, it will experience any disruption in the supply of products from its vendors or services from its third party providers, and cannot ensure that these third parties will continue to provide such products. Any such disruption could negatively impact the Company’s ability to market and sell its products, services, protection plans, and resources, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

With respect to the insurance programs that the Company offers, the Company is dependent on the insurance carriers that underwrite the insurance to obtain appropriate regulatory approvals and maintain compliance with insurance regulations. If such carriers do not obtain appropriate state regulatory approvals or comply with such changing regulations, the Company may be required to use an alternative carrier or change its insurance products or cease marketing certain insurance related products in certain states, which could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is required to use an alternative insurance carrier or change its insurance related products, it may materially increase the time required to bring an insurance related product to market. Any disruption in the Company’s service offerings could harm the Company’s reputation and result in customer dissatisfaction.

Additionally, the Company provides financing to qualified customers through a number of third party financing providers. If one or more of these third party providers ceases to provide financing to the Company’s customers, provides financing to fewer customers or no longer provides financing on competitive terms, or if the Company is unable to replace the current third party providers upon the occurrence of one or more of the foregoing events, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

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A portion of the Company’s revenue comes from the fees the Company receives from lending institutions and insurance companies for arranging financing and insurance coverage for the Company’s customers. The lending institution pays the Company a fee for each loan that it arranges. If these lenders were to lend to the Company’s customers directly rather than through the Company, the Company would not receive a fee. In addition, if customers prepay financing the Company arranged within a specified period (generally within six months of making the loan), the Company is required to rebate (or “chargeback”) all or a portion of the commissions paid to the Company by the lending institution. The same process applies to vehicle services contract fees, which are also subject to chargebacks if a customer chooses to terminate the contract early. The Company receives a chargeback for a portion of the initial fees received. The Company’s revenues from financing fees and vehicle service contract fees are recorded net of a reserve for estimated future chargebacks based on historical operating results. Lending institutions may change the criteria or terms they use to make loan decisions, which could reduce the number of customers for whom the Company can arrange financing, or may elect to not continue to provide these products with respect to RVs. The Company’s customers may also use the internet or other electronic methods to find financing alternatives. If any of these events occur, the Company could lose a significant portion of its income and profit.

Furthermore, new and pre-owned vehicles may be sold and financed through retail installment sales contracts entered into between the Company and third-party purchasers. Prior to entering into a retail installment sales contract with a third-party purchaser, the Company typically has a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically assigned by the Company to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have been determined, and to whom the retail installment sales contract have been assigned. The Company recognizes revenue when the applicable new or pre-owned vehicle is delivered and the Company has assigned the retail installment sales contract to a third-party lender and collectability is reasonably assured. Funding from the third-party lender is provided upon receipt, final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Contracts in transit are included in current assets and totaled $16.0 million and $11.5 million as of December 31, 2020 and December 31, 2019, respectively. Any defaults on these retail installment sales contracts could have a material adverse effect on the Company’s business, financial condition and results of operations.

Fuel shortages, or high prices for fuel, could have a negative effect on the Company’s business.

Gasoline or diesel fuel is required for the operation of RVs. There can be no assurance that the supply of these petroleum products will continue uninterrupted, that rationing will not be imposed, or that the price of or tax on these petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel have had a material adverse effect on the RV industry as a whole in the past and any such shortages or substantial increases in the price of fuel could have a material adverse effect on the Company’s business, financial condition or results of operations.

The Company primarily leases its retail locations. If the Company is unable to maintain those leases or locate alternative sites for retail locations in its target markets and on terms that are acceptable to it, the Company’s revenues and profitability could be adversely affected.

The Company leases 13 of the 16 real properties where it has operations. At inception of the leases, they generally provide for fixed monthly rentals with escalation clauses and range from five to twenty years. There can be no assurance that, as leases expire, the Company will be able to maintain its existing retail locations, extend the leases, or be able to locate alternative sites in its target markets and on favorable terms. Any failure to maintain its existing retail locations, extend the leases or locate alternative sites on favorable or acceptable terms could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s business is subject to numerous federal, state and local regulations.

The Company’s operations are subject to varying degrees of federal, state and local regulation, including regulations with respect to the Company’s RV sales, RV financing, marketing, direct mail, roadside assistance programs and insurance activities. New regulatory efforts may be proposed from time to time that may affect the way the Company operates its businesses. For example, in the past a principal source of leads for the Company’s direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states. Currently, all states restrict access to motor vehicle registration information.

The Company is also subject to federal and state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles. Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions.

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Further, certain federal and state laws and regulations affect the Company’s activities. Areas of the Company’s business affected by such laws and regulations include, but are not limited to, labor, advertising, consumer protection, digital marketing, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety. Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was signed into law on July 21, 2010, established the Bureau of Consumer Financial Protection (“BCFP”), an independent federal agency with broad regulatory powers and limited oversight from the United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of automotive dealers, in particular, their sale and marketing of finance and insurance products, through its regulation of automotive finance companies and other financial institutions.

In addition, the Patient Protection and Affordable Care Act (the “Affordable Care Act”), which was signed into law on March 23, 2010, may increase the Company’s annual employee health care costs and has increased the Company’s cost of compliance and compliance risk related to offering health care benefits. Efforts to modify, repeal or otherwise invalidate all, or certain provisions of, the Affordable Care Act and/or adopt a replacement healthcare reform law may impact the Company’s employee healthcare costs. If healthcare costs rise, the Company may experience increased operating costs, which may adversely affect the Company’s business, financial condition and results of operations.

Furthermore, the Company’s property and casualty insurance programs that it offers through third party insurance carriers are subject to state laws and regulations governing the business of insurance, including, without limitation, laws and regulations governing the administration, underwriting, marketing, solicitation or sale of insurance products. The Company’s third party insurance carriers are required to apply for, renew, and maintain licenses issued by state, federal or foreign regulatory authorities. Such regulatory authorities have relatively broad discretion to grant, renew and revoke such licenses. Accordingly, any failure by such parties to comply with the then current licensing requirements, which may include any determination of financial instability by such regulatory authorities, could result in such regulatory authorities denying third party insurance carriers’ initial or renewal applications for such licenses, modifying the terms of licenses or revoking licenses that they currently possess, which could severely inhibit the Company’s ability to market these insurance products. Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be made in connection with the sale, advertising or offer of any insurance program to a consumer. The Company reviews all marketing materials it disseminates to the public for compliance with applicable insurance regulations. The Company is required to maintain certain licenses and approvals in order to market insurance products.

The Company has instituted various comprehensive policies and procedures to address compliance. However, there can be no assurance that employees, contractors, vendors or the Company’s agents will not violate such laws and regulations or the Company’s policies and procedures.

Regulations applicable to the sale of extended service contracts could materially impact the Company’s business and results of operations.

The Company offers extended service contracts that may be purchased as a supplement to the original purchaser’s warranty as well as other optional products to protect the consumer’s investment. These products are subject to complex federal and state laws and regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to further regulate or restrict these products. Failure to comply with applicable laws and regulations could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect the Company’s business, results of operations and financial condition.

Third parties bear the majority of the administration and liability obligations associated with these extended service contracts upon purchase by the customer. State laws and regulations, however, may limit or condition the Company’s ability to transfer these administration and liability obligations to third parties, which could in turn impact the way revenue is recognized from these products. Failure to comply with these laws could result in fines or other penalties, including orders by state regulators to discontinue sales of these product offerings as currently structured. Such a result could materially and adversely affect the Company’s business, financial condition and results of operations.

If state dealer laws are repealed or weakened, the Company’s dealerships will be more susceptible to termination, non-renewal or renegotiation of dealer agreements.

State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal. Some state dealer laws allow dealers to file protests or petitions or attempt to comply with the manufacturer’s criteria within a specified notice period to avoid the termination or non-renewal. Manufacturers have been lobbying and continue to lobby for the repeal or revision of state dealer laws. If dealer laws are repealed in the states in which the Company operates, or manufacturers convince legislators to pass legislation in those states allowing termination or non-renewal of dealerships without cause, manufacturers may be able to terminate the Company’s dealer agreements without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, it may also be more difficult for the Company to renew its dealer agreements upon expiration.

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The ability of a manufacturer to grant additional dealer agreements is based on a number of factors which the Company cannot control. If manufacturers grant new dealer agreements in areas near the Company’s existing markets, such new dealer agreements could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company failing to comply with certain environmental regulations or changing regulations could adversely affect the Company’s business, financial condition and results of operations.

The Company’s operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, the Company’s business is subject to federal, state and local requirements that regulate the environment and public health and safety. The Company may incur significant costs to comply with such requirements. The Company’s failure to comply with these regulations and requirements could cause the Company to become subject to fines and penalties or otherwise have an adverse impact on the Company’s business. In addition, the Company has indemnified certain of its landlords for any hazardous waste which may be found on or about property the Company leases. If any such hazardous waste were to be found on property that the Company occupies, a significant claim giving rise to the Company’s indemnity obligation could have a negative effect on the Company’s business, financial condition and results of operations.

Climate change legislation or regulations restricting emission of “greenhouse gases” could result in increased operating costs and reduced demand for the RVs the Company sells.

The United States Environmental Protection Agency has adopted rules under existing provisions of the federal Clean Air Act that require a reduction in emissions of greenhouse gases from motor vehicles. There are clear indications that the new Administration will refocus attention on greenhouse gases and climate change. The adoption of any laws or regulations requiring significant increases in fuel economy requirements or new federal or state restrictions on vehicles and automotive fuels in the United States could adversely affect demand for those vehicles and could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be unable to enforce its intellectual property rights and/or the Company may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company owns a variety of registered trademarks and service marks. The Company believes that its trademarks have significant value and are important to its marketing efforts. If the Company is unable to continue to protect the trademarks and service marks for its proprietary brands, if such marks become generic or if third parties adopt marks similar to the Company’s marks, the Company’s ability to differentiate its products and services may be diminished. In the event that the Company’s trademarks or service marks are successfully challenged by third parties, the Company could lose brand recognition and be forced to devote additional resources to advertising and marketing new brands for its products.

From time to time, the Company may be compelled to protect its intellectual property, which may involve litigation. Such litigation may be time-consuming, expensive and distract the Company’s management from running the day-to-day operations of its business, and could result in the impairment or loss of the involved intellectual property. There is no guarantee that the steps the Company takes to protect its intellectual property, including litigation when necessary, will be successful. The loss or reduction of any of the Company’s significant intellectual property rights could diminish the Company’s ability to distinguish its products and services from competitors’ products and services and retain its market share for its proprietary products and services. The Company’s inability to effectively protect the Company’s proprietary intellectual property rights could have a material adverse effect on the Company’s business, results of operations and financial condition.

Other parties also may claim that the Company infringes on their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against the Company or the payment of damages. These claims could have a material adverse effect on the Company’s business, financial condition and results of operations.

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If the Company is unable to protect, maintain or upgrade its information technology systems or if the Company is unable to convert to alternate systems in an efficient and timely manner, the Company’s operations may be disrupted or become less efficient.

The Company depends on a variety of information technology systems for the efficient operation of its business. The Company relies on hardware, telecommunications and software vendors to maintain and periodically upgrade many of these information technology systems so that the Company can continue to operate its business. Various components of the Company’s information technology systems, including hardware, networks, and software, are licensed to the Company by third party vendors. The Company relies extensively on its information technology systems to process transactions, summarize results and efficiently manage its business. Additionally, because the Company accepts debit and credit cards for payment, the Company is subject to the Payment Card Industry Data Security Standard (the “PCI Standard”), issued by the PCI Standard’s Council. The PCI Standard contains various compliance guidelines with respect to the Company’s security surrounding the physical and electronic storage, processing and transmission of cardholder data. The Company is currently in compliance with the PCI Standard, however, complying with the PCI Standard and implementing related procedures, technology and information security measures requires significant resources and ongoing attention to compliance. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to maintain compliance with the PCI Standard or with respect to maintenance or support of existing systems could also disrupt or reduce the efficiency of the Company’s operations. Any material interruptions or failures in the Company’s payment-related systems could have a material adverse effect on the Company’s business, financial condition and results of operations.

Any disruptions to the Company’s information technology systems or breaches of the Company’s network security could interrupt its operations, compromise its reputation, compromise its data, expose it to litigation, government enforcement actions and costly response measures and could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure across the Company’s operations. The Company uses information technology systems to, among other things, support its consumer services and plans, manage procurement, manage its supply chain, track inventory information at its retail locations, communicate customer information and aggregate daily sales, margin and promotional information. The Company also uses information systems to report and audit its operational results.

In connection with sales, the Company transmits encrypted confidential credit and debit card information. Although the Company is currently in compliance with the PCI Standard, there can be no assurance that in the future the Company will be able to remain compliant with the PCI Standard or other industry recommended or contractually required practices. Even if the Company continues to be compliant with such standards, it still may not be able to prevent security breaches.

The Company also has access to, collects or maintains private or confidential information regarding its customers, associates and suppliers, as well as the Company’s business. The protection of the Company’s customer, associate, supplier and company data is critical to the Company. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements across the Company’s business and operations. In addition, the Company’s customers have a high expectation that the Company will adequately protect their personal information from cyber-attacks and other security breaches. The Company has procedures in place to safeguard its customer’s data and information. However, a significant breach of customer, employee, supplier, or company data could attract a substantial amount of negative media attention, damage the Company’s relationships with its customers and suppliers, harm the Company’s reputation and result in lost sales, fines and/or lawsuits.

An increasingly significant portion of the Company’s sales depends on the continuing operation of its information technology and communications systems, including but not limited to its point-of-sale system and its credit card processing systems. The Company’s information technology, communication systems and electronic data may be vulnerable to damage or interruption from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures, computer viruses, loss of data, unauthorized data breaches, usage errors by the Company’s associates or the Company’s contractors or other attempts to harm the Company’s systems, including cyber-security attacks, hacking by third parties, computer viruses or other breaches of cardholder data. Some of the Company’s information technology and communication systems are not fully redundant and the Company’s disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, intentional sabotage or other unanticipated problems could result in lengthy interruptions in the Company’s information technology and communications systems. Any errors or vulnerabilities in the Company’s information technology and communications systems, or damage to or failure of its information technology and communications systems, could result in interruptions in the Company’s services and non-compliance with certain regulations or expose the Company to risk of litigation and liability, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

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The Company may be subject to liability claims if people or property are harmed by the products the Company sells and services and may be adversely impacted by manufacturer safety recalls.

Some of the products the Company sells may expose the Company to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions. Although the Company maintains liability insurance, the Company cannot be certain that its insurance coverage will be adequate for losses actually incurred or that insurance will continue to be available to the Company on economically reasonable terms, or at all. In addition, some of the Company’s agreements with its vendors and sellers do not indemnify the Company from losses attributable to product liability. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that the products sold by the Company caused property damage or personal injury could damage the Company’s brand image and its reputation with existing and potential consumers and have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s risk management policies and procedures may not be fully effective in achieving their purposes.

The Company’s policies, procedures, controls and oversight to monitor and manage its enterprise risks may not be fully effective in achieving their purpose and may leave the Company exposed to identified or unidentified risks. Past or future misconduct by the Company’s employees or vendors could result in violations of law by the Company, regulatory sanctions and/or serious reputational or financial harm to the Company. The Company monitors its policies, procedures and controls; however, there can be no assurance that these will be sufficient to prevent all forms of misconduct. The Company reviews its compensation policies and practices as part of the Company’s overall enterprise risk management program, but it is possible that its compensation policies could incentivize inappropriate risk taking or misconduct. If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

The Company has a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, the Company reviews goodwill, trademarks and tradenames for impairment. Long-lived assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. These events or circumstances could include a significant change in the business climate, legal factors, operating performance, competition, sale or disposition of a significant portion of the business or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. The Company’s determination of future cash flows, future recoverability and fair value of the Company’s long-lived assets includes significant estimates and assumptions. Changes in those estimates and/or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any such charge could adversely affect the Company.

The fair value of warrant liabilities may fluctuate.

The Company accounts for the Private Warrants and PIPE Warrants as liabilities for all periods presented. Prior to the SEC Staff Statement on April 12, 2021, the Company had previously accounted for its warrants as components of equity, consistent with common market practice. Under liability accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. Fluctuations in the fair value of our warrants are primarily driven by changes in our stock price. As a result of this recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside our control. We expect that we will periodically recognize non-cash gains or losses due to the quarterly mark-to-market of our warrants and that such gains or losses could be material and may not be reflective of the performance of our underlying business operations.

The Company must be able to maintain an effective system of internal controls and accurately report our financial results and remediate material weaknesses.

Following the issuance of the SEC Staff Statement on April 12, 2021, management of the Company concluded that the Company’s previously issued consolidated financial statements should be restated to conform our accounting for warrants with the SEC Staff Statement. In connection with the restatement, a material weakness in internal control over financial reporting related to the accounting for the warrants was determined to exist. The Company’s management has completed the restatement for warrant accounting and has developed and implemented a remediation plan to address the material weakness. However, given the very infrequent nature of this type of transaction involving warrants, we cannot assure you that the testing of the operational effectiveness of the new control will be complete within a specific timeframe. There can be no assurances that the accounting for warrants and other financial instruments will not change in the future and require restatement of previously accepted accounting positions. Effective internal controls are necessary for us to provide reliable and accurate financial statements and to effectively prevent fraud. We devote significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002 as amended. There is no assurance that material weaknesses or significant deficiencies will not occur or that we will be successful in adequately remediating any such material weaknesses and significant deficiencies. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in maintaining adequate internal control over our financial reporting and financial processes. Furthermore, as we grow our business, including through acquisition, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies, and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations, subject us to investigations from regulatory authorities or cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

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Risks Related to Our Capital Stock

Future resalesthe Rights Offering

Holders of the shares of common stock of the Company issued to the stockholdersWarrants and the investors in the PIPE Investment may cause the market price of the Company’s securities to drop significantly, even if the Company’s business is doing well.

The Company is party to registration rights agreements pursuant to which certain stockholders have been granted demand and “piggy-back” registration rights with respect to their securities. Additionally, the investors who simultaneously with the closing of the Merger purchased convertible preferred stock, common stock and warrants for an aggregate purchase price of $94.8 million (the “PIPE Investment”) were granted registration rights pursuant to which the Company filed a registration statement covering the resale of granted securities. This resale registration statement is currently effective.

Furthermore, the stockholders and investors in the PIPE Investment may sell Company common stock pursuant to Rule 144 under the Securities Act, if available, rather than under a registration statement. In these cases, the resales must meet the criteria and conform to the requirements of that rule.

Subject to the effectiveness of this resale registration statement or upon satisfaction of the requirements of Rule 144 under the Securities Act, the stockholders and investors in the PIPE Investment may sell large amounts of Company common stock in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the Company’s stock price or putting significant downward pressure on the price of the Company’s common stock.

The Company’s outstanding convertible preferred stock, warrants and options may have an adverse effect on the market price of its common stock.

As of September 30, 2021, we had outstanding: (i) stock options issued to the board of directors and employees to purchase 4,012,066 shares of common stock at exercise prices ranging from $5.05 to $23.11 per share; (ii) pre-funded warrants to purchase up to 300,357 shares of common stock that were issued in the PIPE Investment; (iii) warrants to purchase 1,366,629 shares of our common stock at $11.50 per share issued in the PIPE Investment, (iv) warrants to purchase 2,138,200 shares of our common stock at $11.50 per share held by Andina public shareholders; and (v) 600,000 shares of Series A Preferred Stock which are convertible into up to 5,962,733 shares of common stock, taking into account any accrued dividends which we may elect to pay in cash or shares of common stock. We may also issue additional equity awards under our Amended and Restated 2018 Long-Term Incentive Plan (the “Amended 2018 Plan”).

The sale, or even the possibility of sale, of the shares of common stock underlying the warrants, stock options and Series A Preferred Stock and the shares issuable under the Amended 2018 Plan could have an adverse effect on the market price of the common stock or on our ability to obtain future financing. If and to the extent these warrants and stock options are exercised or the Series A Preferred Stock is converted to common stock, you may experience substantial dilution to your holdings.

The conversion of the Series A Preferred Stock into Company common stock may dilute the value for the other holders of Company common stock.

The Series A Preferred Stock is convertible into Company common stock. As a result of the conversion of any issued and outstanding Series A Preferred Stock, the existing holders of Company common stock will own a smaller percentage of the outstanding Company common stock. Further, additional Company common stock may be issuable pursuant to certain other features of the Series A Preferred Stock, with such issuances being further dilutive to existing holders of Company common stock.

If the Series A Preferred Stock is converted into Company common stock, holders of such converted Company common stock will be entitled to the same dividend and distribution rights as other holders of Company common stock. As such, another dilutive effect which may result from the conversion of any shares of Series A Preferred Stock will be a dilution to dividends and distributions receivable on account of Company common stock.

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The holders of Series A Preferred Stock own a large portion of the voting power of the Company common stock and have the right to nominate two members to the Company’s board of directors (the “Board”). As a result, these holders may influence the composition of the Board and future actions taken by the Board.

The Company’s board of directors currently has seven members. The holders of the Series A Preferred Stock are exclusively entitled to designate two members to the Company’s board of directors. In addition, the holders of the Series A Preferred Stock are entitled to vote upon all matters upon whichparticipate in the Rights Offering and, although such holders have waived certain anti-dilution adjustments in connection with the Rights Offering, there can be no assurance that they will do so in the future and such anti-dilution adjustments could cause dilution to our stockholders.

Holders of the Company common stock have the right to voteWarrants and are entitled to the number of votes equal to the number of full shares of Company common stock into which such shares of Series A Preferred Stock could be converted at the then applicable conversion rate. These matters include the election of all director nominees not designated by the holders of the Series A Preferred Stock are entitled to participate in the Rights Offering pursuant to the terms of the Warrants and the Securities Purchase Agreement for the Series A Preferred Stock, respectively. As such, these Holders are being offered the Rights in this Rights Offering on the same terms as holders of our Common Stock. As a result,To the extent these Holders participate and other Holders do not participate, these Holders may increase their percentage of beneficial ownership of our Common Stock.
In addition to the participation rights described above, the Series A Preferred Stock and the Warrants may be subject to anti-dilution adjustments in connection with certain events, including the Rights Offering. The holders of the Series A Preferred Stock have significant influence onfully waived these anti-dilution adjustments in connection with the compositionRights Offering. The holders of the Company’s boardWarrants have partially waived these anti-dilution adjustments agreeing to accept an adjustment that increases number of directors.shares issuable upon exercise equal to one-half of the number of shares of our Common Stock that would result from the adjustment in the absence of the waiver. These holders have also agreed to exercise all of the Warrants (giving effect to the foregoing one-half adjustment) held by them upon consummation of the Rights Offering. Holders of the Warrants represent 100% of all Warrant holders. Consequently, once the Rights Offering is completed, there will be no outstanding Warrants. For illustrative purposes, if the Rights in this Rights Offering are fully exercised, we anticipate an adjustment to the exercise price of the Warrants resulting in the issuance of 467,761 additional shares of Common Stock upon exercise, in accordance with the anti-dilution provision. Therefore, if the Rights in this Rights Offering are fully exercised, the expected total number of shares of Common Stock to be issued upon the exercise of the Warrants, after accounting for the foregoing anti-dilution adjustment, will be 30,114,585 shares of Common Stock. The holders
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of the Warrants have agreed to exercise all the Warrants held by them upon consummation of the Rights Offering. There can be no assurance that the holders of Series A Preferred Stock will waive such rights in the future in connection with another triggering event. If such holders do not waive such rights in the future, it may cause significant dilution to our stockholders.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
The subscription price determined for this Rights Offering is not an indication of our value.
The subscription price was established by our Special Committee based on several considerations including the historical and current trading prices of our Common Stock, our need for liquidity, taking into account our strategic growth plans, and capital and other strategic and financing alternatives reasonably available to us. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of the Common Stock to be offered in the Rights Offering. The market price of our Common Stock may decline during or after the Rights Offering, including below the applicable subscription price. After the date of this prospectus, our Common Stock may trade at prices above or below the subscription price, and you may not be able to sell shares of our Common Stock purchased in the Rights Offering at a price equal to or greater than the price you paid, or at all.
There may be material developments regarding us during the subscription period. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.
We currently expect that the Rights will expire if they are not exercised at 5:00 p.m., New York City time, on November 14, 2023, which we may extend in our sole discretion. As a result, there may be material developments regarding us during such period. For example, on or about November 3, 2023, we expect to issue our financial results for the quarterly period ended September 30, 2023. Because all exercises of December 31, 2020,Rights are irrevocable, you should therefore consider carefully whether you wish to delay any exercise of your Rights until after our issuance of those results since we cannot provide any assurance currently with respect to their content.
The Rights Offering may cause the price of our Common Stock to decrease.
The market price of our Common Stock may decrease upon the consummation of the Rights Offering as a result of the issuance of an additional 15,627,441 shares of our Common Stock at a discount to the current trading price of our Common Stock. Further, if a substantial number of Rights are exercised and the holders of the shares acquired in the Rights Offering choose to sell some or all of such shares of Common Stock, the resulting sales could depress the market price of our Common Stock. As a result, the trading price of our Common Stock after the Rights Offering may be below the current trading price, and there can be no assurances that it is not below the price at which shares are offered for sale in the Rights Offering.
There is no guarantee that by the time the Rights Offering is completed, if at all, and the shares you purchase, if any, are delivered to you, the market price of our Common Stock will be above the subscription price. Further, because the exercise of your Rights is not expected to be revocable, you will not be able to revoke your exercise if the market price decreases prior to the delivery of the shares until after they are delivered.
There is no guarantee that the subscription price will be lower than the market price of our Common Stock at the time that the Rights Offering is completed, if at all, and the shares that you receive in the Rights Offering, if any, are delivered. Further, because the exercise of your Rights is not expected to be revocable, you will not be able to revoke your exercise if the market price decreases prior to the delivery of the shares until after they are delivered to you. Accordingly, the subscription price may be above the prevailing market price by the time that the shares of Common Stock are purchased and delivered. This may be due, among other things, to sales by other purchasers of shares in the Rights Offering given the substantial number of shares of our Common Stock being offered in the Rights Offering.
If you exercise your Rights in the Rights Offering and the market price of the Common Stock falls below the subscription price, then you will have committed to buy Common Stock in the Rights Offering at a price that
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is higher than the market price. Moreover, we cannot assure you that you will ever be able to sell shares of Common Stock that you received in the Rights Offering at a price equal to or greater than the subscription price. Until shares are issued to the record holder upon expiration of the Rights Offering, you may not be able to sell the shares of our Common Stock that you receive in the Rights Offering.
We expect to issue shares of our Common Stock purchased in the Rights Offering as soon as practicable after expiration of the Rights Offering. We will not pay interest on funds delivered to the Subscription Agent pursuant to the exercise of Rights.
If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution, including as a result of certain anti-dilution rights held by Warrant holders. Even if you decide to participate in this Rights Offering, you will experience certain dilution as a result of the anti-dilution provision of our Warrants.
If you choose not to exercise your Rights, you will retain your current number of shares of our Common Stock. If other Holders fully exercise their Rights or exercise a greater proportion of their Rights than you exercise, the percentage of our Common Stock owned by these other Holders will increase relative to your ownership percentage, and your voting and other rights in the Company will likewise be diluted.
Even if you decide to fully exercise your Right you will experience certain dilution as a result of the anti-dilution provisions of our Warrants. The Series A Preferred Stock and the Warrants may be subject to anti-dilution adjustments in connection with certain events, including the Rights Offering. The holders of the Series A Preferred Stock held approximately 38.5%have fully waived these anti-dilution adjustments in connection with the Rights Offering. The holders of the voting powerWarrants have partially waived these anti-dilution adjustments agreeing to accept an adjustment that increases number of shares issuable upon exercise equal to one-half of the number of shares of our Common Stock that would result from the adjustment in the absence of the waiver. These holders have also agreed to exercise all of the Warrants (giving effect to the foregoing one-half adjustment) held by them upon consummation of the Rights Offering. Holders of the Warrants represent 100% of all Warrant holders. Consequently, once the Rights Offering is completed, there will be no outstanding Warrants. For illustrative purposes, if the Rights in this Rights Offering are fully exercised, we anticipate an adjustment to the exercise price of the Warrants resulting in the issuance of 467,761 additional shares of Common Stock upon exercise, in accordance with the anti-dilution provision. Therefore, if the Rights in this Rights Offering are fully exercised, the expected total number of shares of Common Stock to be issued upon the exercise of the Warrants, after accounting for the foregoing anti-dilution adjustment, will be 30,114,585 shares of Common Stock. The holders of the Warrants have agreed to exercise all the Warrants held by them upon consummation of the Rights Offering. There can be no assurance that the holders of Series A Preferred Stock will waive such rights in the future in connection with another triggering event. If such holders do not waive such rights in the future, it may cause significant dilution to our stockholders.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
We may decide not to continue with the Rights Offering or to terminate the Rights Offering and return your subscription payments without interest.
We may in our sole discretion decide not to continue with the Rights Offering or to terminate the Rights Offering at any time. We currently have no intention to terminate the Rights Offering but reserve the right to do so. If we elect to cancel or terminate the Rights Offering, we will not have any obligation with respect to the Rights except to return, without interest, any subscription payments the Subscription Agent received from you.
The Rights are not transferable, and there is no market for the Rights.
You may not sell, transfer, assign or give away your Rights, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such holders. Because the Rights are non-transferable, there is no market or other means for you to directly realize any value associated with the Rights. You must exercise the Rights to realize any potential value from your Rights.
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You may not be able to resell any shares of our Common Stock that you receive pursuant to the exercise of Rights immediately upon expiration of the Rights Offering period or be able to sell your shares at a price equal to or greater than the subscription price.
If you exercise Rights, you may not be able to resell the common stock that you receive in the Rights Offering until you, or your custodian bank, broker, dealer or other nominee, if applicable, have received those shares. Moreover, you will have no rights as a stockholder of the shares you received in the Rights Offering until we issue the shares to you. Although we will endeavor to issue the shares as soon as practicable after completion of the Rights Offering, and after all necessary calculations have been completed, there may be a delay between the expiration date of the Rights Offering and the time that the shares are issued. In addition, following the exercise of your Rights, you may not be able to sell your Common Stock at a price equal to or greater than the subscription price.
Because no minimum subscription is required and because we do not have formal commitments from our stockholders for the entire amount we seek to raise pursuant to the Rights Offering, we cannot assure you of the amount of proceeds that we will receive from the Rights Offering.
No minimum subscription is required for consummation of the Rights Offering. It is also possible that no Over-Subscription Rights will be exercised in connection with the Rights Offering. As a result, we cannot assure you of the amount of proceeds that we will receive in the Rights Offering. Therefore, if you exercise all or any portion of your Rights, but other Holders do not, we may not raise the desired amount of capital in the Rights Offering, the market price of our Common Stock could be adversely impacted and we may find it necessary to pursue alternative means of financing, which may be dilutive to your investment.
If you do not act promptly and follow the subscription instructions, your attempt to exercise Rights may be rejected.
Holders who desire to purchase shares of our Common Stock in the Rights Offering must act promptly to ensure that all required forms and payments are actually received by the Subscription Agent before 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us, in our sole discretion. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”
We will not be responsible if your broker, custodian or nominee fails to ensure that all required forms and payments are actually received by the Subscription Agent before the expiration date of the Rights Offering. If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the Rights Offering, the Subscription Agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertake to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
By participating in the Rights Offering and executing a Rights Certificate, you are making binding and enforceable representations to the Company.
By signing the Rights Certificate and exercising its Rights, each Holder agrees, solely with respect to such Holder’s exercise of Rights in the Rights Offering, that we have the right to void and cancel (and treat as if never exercised) any exercise of Rights, and securities issued pursuant to an exercise of Rights, if any of the agreements, representations or warranties of a subscriber in the Rights Certificate are false.
If you exercise the Over-Subscription Right, you may not receive all of the Common Stock for which you subscribe.
Exercise of the Over-Subscription Right will only be honored if and to the extent that the Basic Subscription Rights have not been exercised in full. If sufficient shares of Common Stock are available, we will seek to honor your over-subscription request in full. If, however, over-subscription requests exceed the number of shares of
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Common Stock available to be purchased pursuant to the Over-Subscription Right, we will allocate the available shares of Common Stock proportionately among Holders who exercised their Over-Subscription Right based on the number of shares of Common Stock each Holder subscribed for under such Holder’s basic subscription rights. As a result, you may not receive any or all of the shares of Common Stock for which you exercise your Over-Subscription Right. Only Holders of Common Stock, Warrants and Series A Preferred Stock on the Record Date who exercise in full all Rights issued to them are entitled to exercise the Over-Subscription Right.
As soon as practicable after 5:00 p.m., New York City time, on November 14, 2023, the Subscription Agent will determine the number of shares of Common Stock that you may purchase, if any, pursuant to the Over-Subscription Right. If you have properly exercised your Over-Subscription Right, we will issue the shares of Common Stock purchased in the Rights Offering to the record holder as soon as practicable after the expiration date and after all allocations and adjustments have been effected. If you request and pay for more shares of Common Stock than are allocated to you, we will refund the overpayment, without interest or deduction. In connection with the exercise of the Over-Subscription Right, custodian banks, brokers, dealers and other nominee holders of Rights who act on behalf of beneficial owners will be required to certify to us and to the Subscription Agent as to the aggregate number of subscription Rights exercised, and the number of shares of Common Stock requested through the Over-Subscription Right, by each beneficial owner on whose behalf the nominee holder is acting.
You will not receive interest on subscription funds, including any funds ultimately returned to you.
You will not earn any interest on your subscription funds while they are being held by the Subscription Agent pending the closing of this Rights Offering. In addition, if we cancel the Rights Offering, neither we nor the Subscription Agent will have any obligation with respect to the Rights except to return, without interest, any subscription payments to you.
We will have broad discretion in the use of the net proceeds from this Rights Offering, which may include uses you do not agree with.
Assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting $449,760 of estimated offering expenses incurred by us relating to the Rights Offering. We currently intend to use the net proceeds from this Rights Offering, after deducting our offering expenses, for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities. For a more detailed discussion, see “Use of Proceeds.” Although we plan to use the net proceeds from this Rights Offering as described, we have not designated the amount of net proceeds from this Rights Offering to be used for any specific purpose. We will have broad discretion in the use of the net proceeds. You will be relying on the judgment of our management regarding the application of the proceeds of this Rights Offering. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our Common Stock.
In administering the Rights Offering, we will be relying on statements, representations and other information provided to us by third parties.
In administering the exercising of Rights and the pro rating of Over-Subscription Rights in the Rights Offering, we will rely on the accuracy of various statements and representations provided to us by brokers, dealers, holders of Rights and other third parties. If these statements or representations are false or inaccurate, it may delay or otherwise negatively affect our or the Subscription Agent’s ability to administer this Rights Offering in accordance with the terms and conditions described in this prospectus.
The receipt of Rights may be treated as a taxable distribution to you.
Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right and the participation in this Rights Offering by holders of Series A Preferred Stock), we believe and intend to take the position that a U.S. Holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock (including all shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the Record Date) and should not be treated as
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a taxable distribution with respect to such holder’s Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the IRS or the courts. The fair market value of the Rights would be taxable to U.S. Holders of our Common Stock as a dividend to the extent of the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023. Further, if the Rights Offering is treated as a taxable distribution, the treatment of holders of Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Rights distribution to the holders of Common Stock. For a more detailed discussion, including U.S. federal income tax considerations applicable to Non-U.S. Holders, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.
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USE OF PROCEEDS
Although we cannot determine what the actual net proceeds from the sale of Common Stock in the Rights Offering will be until the Rights Offering is completed, assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting $449,760 of estimated offering expenses incurred by us relating to the Rights Offering.
We expect to use such proceeds for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities.
This expected use of the net proceeds from this Rights Offering represents our intentions based upon our current plans and business conditions and numerous factors, which could change as our plans and business conditions evolve. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this Rights Offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures and the use of these proceeds may vary significantly depending on numerous factors, including the progress of our expansion efforts and acquisition activities, as well as any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this Rights Offering.
Pending the use of the proceeds from this Rights Offering, we may invest the net proceeds in a variety of capital preservation instruments, which may include all or a combination of short-term and long-term interest-bearing instruments. We cannot predict whether the proceeds invested will yield a favorable return.
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CAPITALIZATION
The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2023 on:
an as-convertedactual basis; and
a pro forma basis, to give effect to the issuance and sale of 15,627,441 shares of Common Stock in this Rights Offering and our receipt of the proceeds from this Rights Offering (based on the subscription price), after deducting estimated offering expenses.
The pro forma information set forth below is illustrative only and will be adjusted based on the number of shares actually sold. You should read this information in conjunction with our consolidated financial statements and notes thereto incorporated by reference into this prospectus.
 
​​
As of June 30, 2023
(Unaudited)
 
​​
Actual
​​
Pro Forma
 
​​
(Dollars in thousands)
Cash
​​
$24,173
​​
$124,173
Total current assets
​​
454,636
​​
554,636
Total liabilities
​​
530,773
​​
530,773
Series A convertible preferred stock; 600,000 shares, designated, issued, and outstanding; liquidation preference of $60,000
​​
54,983
​​
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
​​
262,211
Treasury Stock, at cost, 3,412,222 shares
​​
(57,128)
​​
(57,128)
Retained earnings
​​
166,487
​​
166,487
Total stockholders’ equity
​​
$271,570
​​
$371,570
Total Capitalization
​​
$768,717
​​
$868,717
The number of shares of our Common Stock to be outstanding after this Rights Offering reflected in the table above is based on 13,916,261 shares of Common Stock outstanding as of June 30, 2023 on a pro forma basis, and excludes:
6,081,661 shares of Common Stock issuable upon the conversion of 600,000 shares of Series A Preferred Stock, taking into account the accrued dividends which we may elect to pay in cash or shares of common stock. AsCommon Stock;
300,357 shares of Common Stock issuable upon exercise of the Warrants. See “Prospectus Summary—Recent Developments-Anti-Dilution Waivers” for further information regarding an applicable anti-dilution provision; and
365,002 shares of Common Stock issuable upon exercise of outstanding options, at a result,weighted average exercise price of $10.82 per share.
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DILUTION
Purchasers of our Common Stock in the holdersRights Offering will experience an immediate dilution of the net tangible book value per share of our Common Stock. Our historical net tangible book value as of June 30, 2023, was $159.42 million, or $11.46 per share of our Common Stock. Net tangible book value per share is equal to our total net tangible book value, which is our total tangible assets less our total liabilities, divided by the number of shares of our outstanding Common Stock. Dilution per share equals the difference between the amount per share paid by purchasers of shares of our Common Stock in the Rights Offering and the net tangible book value per share of our Common Stock immediately after the Rights Offering. Our pro forma net tangible book value as of June 30, 2023 was $159.42 million, or $11.46 per share, based on the total number of shares of our Common Stock outstanding as of June 30, 2023, assuming we complete the Rights Offering and after giving effect to the issuance and sale of 15,627,441 shares of Common Stock in this Rights Offering, taking into account the issuance of 467,761 additional shares of Common Stock upon exercise of the warrants, in accordance with the anti-dilution provision and our receipt of the proceeds from this Rights Offering (based on the subscription price), after deducting estimated offering expenses of approximately $99.6 million.
The following table illustrates the per-share dilution on a pro forma basis, on the assumptions and after giving effect to the adjustments described above.
Subscription price
​​
​​
$100,000,000
Net tangible book value per share as of June 30, 2023
​​
$11.46
​​
Pro forma net tangible book value per share as of June 30, 2023
​​
8.63
​​
Increase in pro forma net tangible book value per share
​​
(2.83)
​​
Dilution in net tangible book value per share to stockholders participating in this offering
​​
​​
—
We intend to complete the Rights Offering on or before November 14, 2023, unless our Special Committee elects to extend the Rights Offering in its discretion. The estimated net proceeds we will receive from the Rights Offering, after the payment of $449,760 of estimated expenses of the Rights Offering, will be $99,550,240, on a pro forma basis.
The information above is as of June 30, 2023 and excludes the following:
6,081,661 shares of Common Stock issuable upon the conversion of 600,000 shares of Series A Preferred Stock, taking into account the accrued dividends which we may have the abilityelect to influence future actions by the Company requiring stockholder approval.

Pursuant to the Certificatepay in cash or shares of Designations governing the Series A PreferredCommon Stock;

300,357 shares of Common Stock the holdersissuable upon exercise of the Series A PreferredWarrants. See “Prospectus Summary—Recent Developments-Anti-Dilution Waivers” for further information regarding an applicable anti-dilution provision; and
365,002 shares of Common Stock must consent to the Company taking certain actions, including among others, the increase in the numberissuable upon exercise of directors constituting the Company’s board of directors above eight members, the incurrence of certain indebtedness and the sale of certain assets. The holders of the Series A Preferred Stock are not obligated to consent to any specific action and there can be no assurance that the holders will consent to any action the Company’s board of directors determines is in the best interests of its stockholders asoutstanding options, at a whole.

Additionally, Blackwell Partners LLC – Series A and Coliseum Capital Partners, L.P. have been granted a right of first refusal on certain debt financings. Pursuant to this right, these holders have 15 business days to determine whether they want to undertake a covered debt financing. This may delay the Company’s ability to undertake a debt financing and may cause certain third parties to be less willing to engage in any debt financing with the Company. As a shareholder, Series A Preferred shareholders could negatively impact your investment and may not take actions that will be in your best interest.

The Company’s stock repurchase program could increase the volatility of theweighted average exercise price of $10.82 per share.

To the Company’s common stock.

extent that outstanding options are exercised or restricted stock units vest and are settled, the investors purchasing our Common Stock in this Rights Offering will experience further dilution. In November 2019, our board of directors approved a stock repurchase program authorizing usaddition, we may choose to repurchase up to a maximum of $4.0 million of our shares of common stock through December 31, 2020, which expired on that date. On September 10, 2021 our board of directors approved a stock repurchase program authorizing us to repurchase up to a maximum of $25.0 million of our shares of common stock through December 31, 2022. Repurchases may be made from time to time pursuant to a trading plan subjectraise additional capital due to market conditions applicable legal requirements and other factors. There can be no assuranceor strategic considerations. To the extent that we would buy shares of our common stock or the timeframe for repurchases under our stock repurchase program or that any repurchases would have a positive impact on our stock price or earnings per share.

The Company’s amended and restated certificate of incorporation provides to the fullest extent permitted by law that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions between the Company and its stockholders, which could limit the Company’s stockholders’ ability to obtain a judicial forum viewed by the stockholders as more favorable for disputes with the Company or the Company’s directors, officers or employees.

The Company’s amended and restated certificate of incorporation provides to the fullest extent permitted by law that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of the Company, any action asserting a claim of breach of a fiduciary duty owed by any of the Company’s directors, officers or other employees to the Company or the Company’s stockholders, any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), or any action asserting a claim governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or the Company’s directors, officers or other employees, which may discourage such lawsuits against the Company or the Company’s directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Company’s amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions. The exclusive forum provision in the Company’s amended and restated certificate of incorporation does not apply to actions arising under the federal securities laws and will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the federal securities laws including the Exchange Act, or the Securities Act, or the respective rules and regulations promulgated thereunder.

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USE OF PROCEEDS

We are not selling any securities under this prospectus and we will not receive any proceeds fromcapital is raised through the sale of securities, by the Selling Securityholders, although we could receive up to $39,322,769 upon the exercise of all of the warrants. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes. The holders of the warrants are not currently obligated to exercise the warrants and we cannot assure you that the holders of the warrants will choose to exercise all or any of the warrants.

SELLING SECURITYHOLDERS

The Selling Securityholders may from time to time offer and sell any or all of our securities set forth below pursuant to this prospectus. When we refer to “Selling Securityholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the Selling Securityholders’ interests in our securities other than through a public sale.

The following table sets forth, as of the date of this prospectus:

●the name of the Selling Securityholders for whom we are registering shares and warrants for resale to the public;
●the number of shares (including common stock and Series A Preferred Stock) and warrants that the Selling Securityholders beneficially owned prior to the offering for resale of the securities under this prospectus;
●the number of shares (including common stock and Series A Preferred Stock) and warrants that may be offered for resale for the account of the Selling Securityholders pursuant to this prospectus; and
●the number and percentage of shares to be beneficially owned by the Selling Securityholders after the offering of the resale securities (assuming all of the offered shares and warrants are sold by the Selling Securityholders).

This table is prepared solely based on information supplied to us by the listed Selling Securityholders, the transfer agent, any Schedules 13D or 13G and other public documents filed with the SEC and assumes the sale of all of the shares of common stock, Series A Preferred Stock and warrants offered hereby.

  Owned Prior to the Offering                 Stock Owned After Offering 
  Common Stock  Preferred Stock                 Common Stock  Preferred Stock 

Selling

Securityholder1

 

Shares

Owned

  

Percentage

of Shares

Owned2

  

Shares

Owned

  

Percentage of Shares

Owned2

  

Common Stock

Being Offered

  

Preferred Stock

Being Offered

  

Common Stock

Underlying

Preferred Stock

Being Offered

  

Warrants

Being Offered3

  

Common

Stock

Underlying

Warrants

Being Offered

  

Shares

Owned

  

Percentage of Shares

Owned2

  

Shares

Owned

  

Percentage of Shares

Owned

 
Charles McIntyre Webster, Jr. Revocable Trust Dtd 12/10/034  210,5374  1.7%  -   -   210,537   -   -   -   -   0   0%  0   0%

Cobb Nevada

Partners Limited Partnership Its General Partner CP Operations Inc.5

  17,1435  *   -   -   11,429   -   -   5,714   5,714   0   0%  0   0%
Dane Capital Management LLC6  42,8576  *   -   -   28,571   -   -   14,286   14,286   0   0%  0   0%
KBB Asset Management7  34,286   *   -   -   34,286   -   -   -   -   0   0%  0   0%

MAZ Partners

LP8

  22,5008  *   -   -   15,000   -   -   7,500   7,500   0   0%  0   0%
Patriot Strategy Partners LLC9  85,7139  *   -   -   57,142   -   -   28,571   28,571   0   0%  0   0%
Pinnacle Family Office Investments, L.P.10  172,000   *   -   -   172,000  -   -   -   -   0   0%  0   0%
Park West Investors Master Fund, Limited11  1,861,34811 15.0%  88,954   14.8%  10,46311  88,954   884,015   863,319   863,319   818,811   0%  0   0%
Park West Partners International Limited12  207,19312 1.7%  11,046   1.8%  1,29912  11,046   109,774   107,845   107,845   81,289   0%  0   0%
Saker Partners LP13  85,714   *   -   -   85,714   -   -   -   -   0   0%  0   0%
Blackwell Partners LLC - Series A14  353,01614  2.8%  134,489   22.4%  15,81914  134,489   1,336,53714  133,653   133,653   203,55414  2.1%  0   0%
Coliseum Capital Partners, L.P.15  1,032,74715  8.3%  365,511   60.9%  42,99215  365,511   3,632,40715  363,241   363,241   626,51415  5.7%  0   0%
Common Pension Fund D16  731,627   6.1%  -   -   731,627   -   -   -   -   0   0%  0   0%
William P. Murnane17  311,81017  2.6%  -   -   254,667   -   -   57,143   57,143   0   0   0   0%
B Luke Weil18  2,092   *   -   -   2,092   -   -   -   -   0   0%  0   0%
LWEH2-LLC19  9,000   *   -   -   9,000   -   -   -   -   0   0%  0   0%
Mauricio Orellana20  7,990   *   -   -   4,490   -   -   7,000   3,500   0   0%  0   0%
Marjorie Hernandez21  19,54221  *   -   -   9,542   -   -   20,000   10,000   0   0%  0   0%
Ryan Chang  -   -   -   -   -   -   -   20,000   10,000   0   0%  0   0%
Whitney Cox  -   -   -   -   -   -   -   2,500   1,250   0   0%  0   0%
Eric Carrera22  7,235   *   -   -   7,000   -   -   -   -   0   0%  0   0%
Edward Navarro  3,293   *   -   -   3,293   -   -   -   -   0   0%  0   0%
Eileen Moore23  8,21423  *   -   -   5,714   -   -   5,000   2,500   0   0%  0   0%

* Less than 1%.

1Unless otherwise indicated, the business address of each of the individuals and entities is c/o Lazydays Holdings, Inc., 6130 Lazy Days Blvd., Seffner, Florida 33584.
2For purposes of calculating the percent of shares beneficially owned by each holder, the number of shares of common stock issuable upon the exercise of warrants and conversion of the preferred stock for such holder was included in the number of shares outstanding. The prefunded warrants, warrants and Series A Preferred Stock held by certain of the Selling Securityholders is subject to exercise and conversion limitations prohibiting the exercise or conversion of such securities to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then outstanding shares of common stock.
3Represents all warrants currently held by each Selling Securityholder. Includes pre-funded warrants in the following amounts for each of the following Selling Securityholders: Park West Investors Master Fund, Limited: 266,612 pre-funded warrants, and Park West Partners International, Limited: 33,745 pre-funded warrants.
4The business address of this Selling Securityholder is P.O. BOX 578, Wayzata, MN 55391.
5The business address of this Selling Securityholder is 4000 Ponce De Leon Blvd., Suite 470, Coral Gables, FL 33146. The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 11,429 shares of common stock and (b) 5,714 shares of common stock that could be obtained upon the conversion of 5,714 warrants.  
6The business address of this Selling Securityholder is 747 3rd Ave., Suite 4C, New York, NY 10017. The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 28,571 shares of common stock and (b) 14,286 shares of common stock that could be obtained upon the conversion of 14,286 warrants.  
7The business address of this Selling Securityholder is 12 Harrison Avenue, Enfield, CT 06082.
8The business address of this Selling Securityholder is 1130 Route 46, Ste. 12, Parsippany, NJ 07054. The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 15,000 shares of common stock and (b) 7,500 shares of common stock that could be obtained upon the conversion of 7,500 warrants.  
9The business address of this Selling Securityholder is 2 Greenwich Office Park, Suite 300, Greenwich, CT 06831. The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 57,142 shares of common stock and (b) 28,571 shares of common stock that could be obtained upon the conversion of 28,571 warrants.  
10The business address of this Selling Securityholder is 5910 N. Central Expy., Ste. 1475, Dallas, TX 75206.
11The business address of this Selling Securityholder is c/o Park West Asset Management LLC, 900 Larkspur Landing Circle, Suite 165, Larkspur, CA 94939. The number of shares of common stock owned by this Selling Securityholder prior to the offering includes: (a) 818,811 shares of common stock, (b) the equivalent of 10,463  shares of common stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate and assuming a calculation on November 23, 2021 (such shares, the “PWIMF Accrual Shares”) and (c) 1,032,074 shares of common stock that could be obtained upon the conversion of 1,200,829 warrants (and, for the avoidance of doubt does not include the 884,015 shares of common stock that could be obtained upon the conversion of 88,954 shares of Preferred Stock which is separately stated on this line). The PWIMF Accrual Shares may be offered if the Company elects not to pay any accrued and unpaid dividends in cash at the time of a conversion, but the Selling Securityholder will not know that until such conversion occurs. The number of shares of common stock offered by this Selling Securityholder includes the PWIMF Accrual Shares. Certain of the Selling Securityholder’s warrants are subject to a 9.9% beneficial ownership blocker (the “Blocker”). The table shows the number of shares of common stock that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker.
12The business address of this Selling Securityholder is c/o Park West Asset Management LLC, 900 Larkspur Landing Circle, Suite 165, Larkspur, CA 94939. The number of shares of common stock owned by this Selling Securityholder prior to the offering includes: (a) 81,289 shares of common stock, (b) the equivalent of 1,299  shares of common stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate and assuming a calculation on November 23, 2021 (such shares, the “PWPI Accrual Shares”) and (c) 124,605 shares of common stock that could be obtained upon the conversion of 141,365 warrants (and, for the avoidance of doubt does not include the 109,774 shares of common stock that could be obtained upon the conversion of 11,046 shares of Preferred Stock which is separately stated on this line). The PWPI Accrual Shares may be offered if the Company elects not to pay any accrued and unpaid dividends in cash at the time of a conversion, but the Selling Securityholder will not know that until such conversion occurs. The number of shares of common stock offered by this Selling Securityholder includes the PWPI Accrual Shares. Certain of the Selling Securityholder’s warrants are subject to the Blocker. The table shows the number of shares of common stock that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker.
13The business address of this Selling Securityholder is c/o Saker Management LP, 444 N. Wells St., Ste. 504, Chicago, IL 60654.
14This Selling Securityholder is a separate account investment advisory client of Coliseum Capital Management, LLC (“CCM”). Christopher Shackelton, a director of the registrant, and Adam Gray are managers of CCM. Messrs. Shackelton and Gray share voting and dispositive control over the securities held by this Selling Securityholder. The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 203,544 shares of common stock, (b) the equivalent of 15,819 shares of common stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”)) at the current conversion rate and assuming a calculation on November 23, 2021 (such shares, the “Blackwell Accrual Shares”), and (c) 133,653 shares of common stock that could be obtained upon the conversion of 133,653 warrants (and, for the avoidance of doubt does not include the 1,336,537 shares of common stock that could be obtained upon the conversion of 134,489 shares of Preferred Stock which is separately stated on this line). The Blackwell Accrual Shares may be offered if the Company elects not to pay any accrued and unpaid dividends in cash at the time of a conversion, but the Selling Securityholder will not know that until such conversion occurs. The number of shares of common stock offered by this Selling Securityholder includes the Blackwell Accrual Shares. The business address of this Selling Securityholder is c/o Coliseum Capital Management, LLC, 105 Rowayton Avenue, Rowayton, CT 06853.
15This Selling Stockholder is an investment limited partnership of which CCM is the investment adviser and of which Coliseum Capital, LLC (“CC”) is the general partner. Christopher Shackelton, a director of the registrant, and Adam Gray are managers of CCM and CC. Messrs. Shackelton and Gray share voting and dispositive control over the securities held by this Selling Securityholder. The number of shares of common stock owned by this Selling Securityholder prior to the offering includes: (a) 602,066 shares of common stock, (b) the equivalent of 42,992 shares of common stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate and assuming a calculation on November 23, 2021 (such shares, the “CCP Accrual Shares”), (c) 363,241 shares of common stock that could be obtained upon the conversion of 363,241 warrants, and (d) 24,448 shares of common stock that could be obtained upon the conversion of 24,448 options (and, for the avoidance of doubt does not include the 3,632,407 shares of common stock that could be obtained upon the conversion of 365,511 shares of Preferred Stock which is separately stated on this line). The CCP Accrual Shares may be offered if the Company elects not to pay any accrued and unpaid dividends in cash at the time of a conversion, but the Selling Securityholder will not know that until such conversion occurs. The number of shares of common stock offered by this Selling Securityholder includes the CCP Accrual Shares. The number of shares of common stock owned by this Selling Securityholder after the offering includes: (a) 602,066 shares of common stock and (b) 24,448 shares of common stock that could be obtained upon the conversion of 24,448 options. The business address of this Selling Securityholder is c/o Coliseum Capital Management, LLC, 105 Rowayton Avenue, Rowayton, CT 06853.
16The business address of this Selling Securityholder is 50 West State St., 9th Fl., Trenton, NJ 08608.
17Mr. Murnane serves as our Chief Executive Officer and Chairman. The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 254,667 shares of common stock and (b) 57,143 shares of common stock that could be obtained upon the conversion of 57,143 warrants. Mr. Murnane also owns 1,060,927 options to purchase the Company’s common stock.
18Mr. Weil is a former member of our Board of Directors.
19Mr. Weil is the controlling member of LWEH2 LLC.
20The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 4,490 shares of common stock and (b) 3,500 shares of common stock that could be obtained upon the conversion of 7,000 warrants.
21The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 9,542 shares of common stock and (b) 10,000 shares of common stock that could be obtained upon the conversion of 20,000 warrants.
22The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 7,000 shares of common stock and (b) 235 shares of common stock that could be obtained upon the conversion of 470 warrants.
23The number of shares of common stock beneficially owned by this Selling Securityholder prior to the offering includes: (a) 5,714 shares of common stock and (b) 2,500 shares of common stock that could be obtained upon the conversion of 5,000 warrants.

Each of the Selling Securityholders that is a broker-dealer or an affiliate of a broker-dealer has represented to us that it purchased the securities offered by this prospectus in the ordinary course of business and, at the time of purchaseissuance of those securities did not have any agreements, understandings or other plans, directly or indirectly, with any personcould result in further dilution to distribute those shares.

our stockholders.

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MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Currently, our shares of common stock areSTOCK

Market Information
Our Common Stock is listed on the Nasdaq Capital Market tier of Nasdaq under the ticker symbol “LAZY” and our warrants are quoted on the OTC Pink marketplace under the symbol “LAZYW”. The Series A Preferred Stock is not currently listed or quoted on any exchange or marketplace and we do not intend to apply for listing or quotation“LAZY.”
Holders of our Series A Preferred Stock on any exchange or marketplace in the future.

Record

As of the date of this prospectus, there were 39October 11, 2023, we had 48 holders of record of our Common Stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of common stock, 4 holders of record of our shares of Series A Preferredalso does not include stockholders whose Common Stock and 17 holders of record of our warrants.

may be held in trust or by other entities.

Dividends
We have not paid any cash dividends on our common stockCommon Stock and do not plan to pay any cash dividends on our common stockCommon Stock in the foreseeable future. Our board of directorsBoard will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions, subject to any restrictions under our credit facility and the Certificate of Designations for the Series A Preferred Stock.

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FORWARD-LOOKING STATEMENTS

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Certain statements

THE RIGHTS OFFERING
The Rights
We will distribute to Holders of record of our Common Stock and Holders of our Warrants and Series A Preferred Stock (in the case of the Warrants and the Series A Preferred Stock, on an as-converted basis) as of 5:00 p.m., New York City time, on October 23, 2023, at no charge, one non-transferable Right to purchase 0.770 of a share of Common Stock at a subscription price of $6.399 per whole share. You will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned as of the Record Date.
The Rights will be evidenced by Rights Certificates. Each Right will allow you to purchase 0.770 of a share of our Common Stock at a subscription price of $6.399 per whole share. If you elect to exercise your Basic Subscription Right in full, you may also subscribe, at the subscription price, for additional shares of our Common Stock under your Over-Subscription Right, if there are enough shares available, and subject to certain limitations set forth in this Registration Statementprospectus. The Rights will not be listed for trading on Form S-1 constitute “forward-looking statements” withinany securities exchange or trading system. The shares of Common Stock will be transferable following their issuance.
Reasons for the meaningRights Offering
In alignment with our growth strategy, we anticipate the need for additional funding. Such additional funding is expected place us in a stronger position to pinpoint and action potential partnerships and strategic acquisitions that align with our business interests. We believe the Rights Offering empowers our security holders to acquire more Common Stock, mitigating the dilution they might experience if we opted for conventional capital market fundraising methods. Our expectation is to use the net proceeds from the Rights Offering for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities.
Expiration of the Private Securities Litigation Reform ActRights Offering
You may exercise your subscription privilege at any time between October 23, 2023 and 5:00 p.m., New York City time, on November 14, 2023, the expiration date for the Rights Offering, unless extended by us. We may, in our sole discretion, extend the time for exercising the Rights. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of 1995. All statements otherDTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “— Procedures for DTC Participants.”
Note that we intend to complete the Rights Offering on or before November 14, 2023 unless our Special Committee elects to extend the Rights Offering in its discretion. We may extend the expiration date of the Rights Offering by giving oral or written notice to the Subscription Agent and Information Agent on or before the scheduled expiration date. If we elect to extend the expiration of the Rights Offering, we will issue a press release announcing such extension no later than statements9:00 a.m., New York City time, on the next business day after the most recently announced expiration date.
We reserve the right, in our sole discretion, to amend or modify the terms of historical facts included in this Registration Statement on Form S-1the Rights Offering.
If you do not exercise your Rights before the expiration date of the Rights Offering, your unexercised Rights will be null and void and will have no value. We will not be obligated to honor your exercise of Rights if the Subscription Agent receives the documents relating to your exercise after the Rights Offering expires, regardless of when you transmitted the documents, except when you have timely transmitted the documents under the guaranteed delivery procedures described below.
Subscription Privileges
Your Rights entitle you to the Basic Subscription Right and the prospectus, including, without limitation, statements regarding the impactOver-Subscription Right.
Basic Subscription Right. With your Basic Subscription Right, you may purchase 0.770 of a share of our Common Stock per Right, upon delivery of the COVID-19 pandemic onrequired documents and payment of the Company’s business, resultssubscription price of operations and financial condition and the measures the Company has taken in response to the COVID-19 pandemic, the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are “forward-looking” statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements$6.399 per whole share. You are not guaranteesrequired to exercise all of future performanceyour Rights unless you wish to purchase shares under your Over-Subscription Right. We will deliver to you the shares which you purchased with your Basic
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Subscription Right as soon as practicable after the Rights Offering has expired. All shares that are purchased in the Rights Offering will be issued in uncertificated book-entry form, meaning that you will receive a direct registration account statement from our transfer agent reflecting ownership of these securities if you are a holder of record. If you hold your shares in the name of a bank, broker, dealer or other nominee, DTC will credit your nominee with the securities you purchased in the Rights Offering.
Over-Subscription Right. In addition to your Basic Subscription Right, you may subscribe for additional shares of our Common Stock, upon delivery of the required documents and involve certain risks, uncertaintiespayment of the subscription price of $6.399 per share, before the expiration of the Rights Offering. You may only exercise your Over-Subscription Right if you exercised your Basic Subscription Right in full and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecastedother holders of Rights do not exercise their Basic Subscription Rights in such forward-looking statements and the Company can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, butfull.
Pro Rata Allocation. If there are not limited to:

●The COVID-19 pandemic had a significant adverse impact on the Company’s business, results of operations and financial condition in the first months of the COVID-19 pandemic; while increased sales since then have more than offset the initial adverse impact, there can be no assurance that such sales growth will continue at the same rate or at all, and the Company’s sales may ultimately decline, meaning that, in the long term, COVID-19 could result in a net negative impact on its business.
●The Company is currently ineligible to file a registration statement on Form S-3 to register the offer and sale of securities, which could adversely affect its ability to raise future capital.
●The Company’s business is affected by the availability of financing to it and its customers.
●The Company’s success will depend to a significant extent on the wellbeing, as well as the continued popularity and reputation for quality, of the Company’s manufacturers, particularly, Thor Industries, Inc., Winnebago Industries, Inc. and Forest River, Inc.
●Any change, non-renewal, unfavorable renegotiation or termination of the Company’s supply arrangements for any reason could have a material adverse effect on product availability and cost and the Company’s financial performance.
●The Company’s business is impacted by general economic conditions in its markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending that may adversely affect its business, financial condition and results of operations.
●The Company depends on its ability to attract and retain customers.
●Competition in the market for products, services and protection plans targeting the RV lifestyle or RV enthusiast could reduce the Company’s revenues and profitability.
●The Company’s expansion into new, unfamiliar markets presents increased risks that may prevent it from being profitable in these new markets. Delays in acquiring or opening new retail locations could have a material adverse effect on the Company’s business, financial condition and results of operations.
●Natural disasters (including hurricanes), regardless of cause, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect the Company’s financial performance.
●Unforeseen expenses, difficulties and delays encountered in connection with expansion through acquisitions could inhibit the Company’s growth and negatively impact its profitability.
●Failure to maintain the strength and value of the Company’s brands could have a material adverse effect on the Company’s business, financial condition and results of operations.
●Failure to successfully procure and manage inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends could have a material adverse effect on the Company’s business, financial condition and results of operations.
●The Company’s same store sales may fluctuate and may not be a meaningful indicator of future performance.

●The cyclical nature of the Company’s business has caused its sales and results of operations to fluctuate. These fluctuations are likely to continue in the future, which could result in operating losses during downturns.
●The Company’s business is seasonal, and this leads to fluctuations in sales and revenues.
●The Company’s business may be adversely affected by unfavorable conditions in its local markets, even if those conditions are not prominent nationally.
●The Company may not be able to satisfy its debt obligations upon the occurrence of a change in control under its credit facility.
●The Company’s ability to operate and expand its business and to respond to changing business and economic conditions will depend on the availability of adequate capital.
●The documentation governing the Company’s credit facility contains restrictive covenants that may impair the Company’s ability to access sufficient capital and operate its business.
●Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR may adversely affect the Company.
●The Company depends on its relationships with third party providers of services, protection plans, financing, insurance, products and resources and a disruption of these relationships or of these providers’ operations could have an adverse effect on the Company’s business and results of operations. The Company cannot ensure these third parties will continue to provide RV financing and other products.
●Fuel shortages, or high prices for fuel, could have a negative effect on the Company’s business.
●If the Company is unable to retain senior executives and attract and retain other qualified employees, the Company’s business might be adversely affected.
●The Company’s business depends on its ability to maintain sufficient quantity and quality of staff.
●The Company primarily leases its retail locations. If the Company is unable to maintain those leases or locate alternative sites for retail locations in its target markets and on terms that are acceptable to it, the Company’s revenues and profitability could be adversely affected.
●The Company’s business is subject to numerous federal, state and local regulations.
●Regulations applicable to the sale of extended service contracts could materially impact the Company’s business and results of operations.
●If state dealer laws are repealed or weakened, the Company’s dealerships will be more susceptible to termination, non-renewal or renegotiation of dealer agreements.
●The Company failing to comply with certain environmental regulations or changing regulations could adversely affect the Company’s business, financial condition and results of operations.
●Climate change legislation or regulations restricting emission of “greenhouse gases” could result in increased operating costs and reduced demand for the RVs the Company sells.
●The Company may be unable to enforce its intellectual property rights and/or the Company may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on the Company’s business, financial condition and results of operations.

●If the Company is unable to maintain or upgrade its information technology systems or if the Company is unable to convert to alternative systems in an efficient and timely manner, the Company’s operations may be disrupted or become less efficient.
●Any disruptions to the Company’s information technology systems or breaches of the Company’s network security could interrupt its operations, compromise its reputation, compromise its data, expose it to litigation, government enforcement actions and costly response measures and could have a material adverse effect on the Company’s business, financial condition and results of operations.

●Increases in the minimum wage or overall wage levels could adversely affect the Company’s financial results.
●The Company may be subject to liability claims if people or property are harmed by the products the Company sells and services and may be adversely impacted by manufacturer safety recalls.
●The Company may be named in litigation, which may result in substantial costs and reputational harm and divert management’s attention and resources.
●The Company’s risk management policies and procedures may not be fully effective in achieving their purposes.
●The Company could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.
●Future resales of the shares of common stock of the Company issued to the stockholders and the investors in the PIPE Investment may cause the market price of the Company’s securities to drop significantly, even if the Company’s business is doing well.
●Nasdaq may delist the Company’s common stock from its exchange, which could limit investors’ ability to make transactions in the Company’s common stock and subject the Company to additional trading restrictions.
●The Company, as a party to a prior transaction with a special purpose acquisition company (or SPAC), may receive negative scrutiny of, or attention towards, its financial statements (including from the Securities and Exchange Commission), which could have a material adverse effect on the Company’s business, financial condition and results of operations.

●The Company’s outstanding convertible preferred stock, warrants and options may have an adverse effect on the market price of its common stock.
●Stockholders may become diluted as a result of the issuance of options under existing or future incentive plans or the issuance of common stock as a result of acquisitions or otherwise.
●The price of the Company’s common stock may be volatile for a variety of reasons.
●The conversion of the Series A Preferred Stock into Company common stock may dilute the value for the other holders of Company common stock.
●The holders of Series A Preferred Stock own a large portion of the voting power of the Company common stock and have the right to nominate two members to the Company’s Board. As a result, these holders may influence the composition of the Board and future actions taken by the Board.
●The holders of the Series A Preferred Stock have certain rights that may not allow the Company to take certain actions.

●The Company’s stock repurchase program could increase the volatility of the price of the Company’s Common Stock.
●The Company’s amended and restated certificate of incorporation provides to the fullest extent permitted by law that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions between the Company and its stockholders, which could limit the Company’s stockholders’ ability to obtain a judicial forum viewed by the stockholders as more favorable for disputes with the Company or the Company’s directors, officers or employees.
●The fair value of warrant liabilities may fluctuate.
●The Company must be able to maintain an effective system of internal controls and accurately report its financial results and remediate material weaknesses.

PLAN OF DISTRIBUTION

Each Selling Securityholderenough shares to satisfy all subscriptions made under the Over-Subscription Right, we will allocate the remaining shares pro rata, after eliminating all fractional shares, among those oversubscribing Holders. If there is a pro rata allocation of the securitiesremaining shares and anyyou receive an allocation of a greater number of shares than you subscribed for under your Over-Subscription Right, then we will allocate to you only the number of shares for which you subscribed. We will allocate the remaining shares among all other holders exercising their pledgees, assigneesOver-Subscription Rights.

Full Exercise of Basic Subscription Right. You may exercise your Over-Subscription Right only if you exercise your Basic Subscription Right in full. To determine if you have fully exercised your Basic Subscription Right, we will consider only the Basic Subscription Rights held by you in the same capacity.
For example, suppose that you were granted Rights for shares of our Common Stock which you own individually and successors-in-interest may, from timeshares of our Common Stock which you own collectively with your spouse. If you wish to time, sell any or all of their securities covered hereby on the principal trading market for such securities or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Securityholders will act independently of us in making decisionsexercise your Over-Subscription Right with respect to the timing, mannerRights you own individually, but not with respect to the Rights you own collectively with your spouse, you only need to fully exercise your Basic Subscription Right with respect to your individually owned Rights. You do not have to subscribe for any shares under the Basic Subscription Right owned collectively with your spouse to exercise your individual Over-Subscription Right.
When you complete the portion of your Rights Certificate to exercise your Over-Subscription Right, you will be representing and sizecertifying that you have fully exercised your subscription privileges as to shares of each sale. A Selling Securityholder may use any one or moreour Common Stock which you hold in that capacity. You must exercise your Over-Subscription Right at the same time you exercise your Basic Subscription Right in full.
Return of Excess Payment. If you exercised your Over-Subscription Right and are allocated less than all of the following methods when selling securities:

●ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;
●block trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
●purchases by a broker dealer as principal and resale by the broker dealer for its account;
●an exchange distribution in accordance with the rules of the applicable exchange;
●privately negotiated transactions;
●settlement of short sales;
●in transactions through broker dealers that agree with the Selling Securityholders to sell a specified number of such securities at a stipulated price per security;
●through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
●through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
●directly to purchasers, including through a specific bidding, auction or other process;
●in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;
●through one or more underwritten offerings on a firm commitment or best efforts basis;
●a combination of any such methods of sale; or
●any other method permitted pursuant to applicable law.

In addition, a Selling Securityholdershares for which you wished to subscribe, your excess payment for shares that is an entity may electwere not allocated to make ayou will be returned, without interest or deduction, as soon as practicable after the expiration date. We will deliver or cause the transfer agent to deliver shares that you purchased as soon as practicable after the expiration date and after all pro rata in-kind distributionallocations and adjustments have been completed.

No Fractional Shares of securities to its members, partners or shareholdersCommon Stock
We will not issue fractional shares of Common Stock. After aggregating all of the shares subscribed for by a particular stockholder, including shares subscribed for pursuant to the registration statementOver-Subscription Right, any fractional shares of our Common Stock created by the exercise of the Rights by that stockholder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering. Any excess subscription funds in respect of fractional shares will be returned to you, without interest or deduction, promptly after completion of the Rights Offering.
Conditions to the Rights Offering
Our obligation to consummate the Rights Offering is condition upon, among other things, Nasdaq approving for listing, subject to official notice of issuance, the shares of our Common Stock issuable upon exercise of the Rights.
We intend to complete the Rights Offering on or before November 14, 2023, unless our Special Committee elects to extend the Rights Offering in its discretion. We may cancel or terminate the Rights Offering, in whole or in part, at any time in our sole discretion. If we cancel or terminate the Rights Offering, in whole or in part, all affected Rights will expire without value, and all subscription payments received by the Subscription Agent will be returned promptly, without interest or deduction.
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Method of Subscription — Exercise of Rights
If you are a record holder of shares of our Common Stock, you may exercise your Rights by delivering the following to the Subscription Agent, at or before 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us:
Your properly completed and executed Rights Certificate with any required signature guarantees or other supplemental documentation; and
Your full subscription price payment for each share of Common Stock subscribed for under your Rights.
Your Rights will not be considered exercised unless the Subscription Agent receives from you, your broker, custodian or nominee, as the case may be, all of the required documents and your full subscription price payment before 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “— Procedures for DTC Participants.”
Method of Payment
The Subscription Agent will accept payment only by wire transfer of immediately available funds or certified bank or cashier’s check drawn upon a U.S. bank payable to the Subscription Agent. Payments by personal check or money order will not be accepted.
Receipt of Payment
Your payment of the subscription price will be deemed to have been received by the Subscription Agent only when:
the Subscription Agent receives a certified bank or cashier’s check drawn upon a U.S. bank payable to the Subscription Agent; or
the Subscription Agent receives a wire transfer of immediately available funds.
Payments by personal check or money order will not be accepted.
The Subscription Agent will hold your payment of the subscription price in a segregated account with other payments received from holders of Rights until we issue to you your Common Stock, or return your overpayment, if any.
Delivery of Subscription Materials and Payment
You should deliver your Rights Certificate and payment of subscription price, as provided herein, or, if applicable, nominee holder certifications, to the Subscription Agent by one of the methods described below:
By Mail:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
​​
By Overnight Delivery:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS
51 Mercedes Way
Edgewood, NY 11717
Your delivery to an address or by any method other than as set forth above will not constitute valid delivery and we may not honor the exercise of your Rights.
In considering which method of delivery to use, holders of Rights should take into consideration the amount of time remaining in the Rights Offering, as well as any guaranteed delivery procedures, to ensure that materials are delivered prior to the expiration of the Rights Offering.
You should direct any questions or requests for assistance concerning the method of subscribing for shares of Common Stock or for additional copies of this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or shareholders would thereby receive freely tradeable securities pursuant to the distribution throughInformation Agent.
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Calculation of Rights Exercised
If you do not indicate the number of Rights being exercised, or do not make full payment of the total subscription price payment for the number of Rights that you indicate are being exercised, then the Subscription Agent will have the right to reject and return your subscription for correction. If your aggregate subscription price payment is greater than the amount you owe for your subscription, the Subscription Agent will return the excess amount to you without interest or deduction as soon as practicable after the expiration date of the Rights Offering. If we do not apply your full subscription price payment to your purchase of shares of our Common Stock, we or the Subscription Agent will return the excess amount to you, without interest or deduction, as soon as practicable after the expiration date of the Rights Offering.
Exercising a registration statement. ToPortion of Your Rights
If you subscribe for fewer than all of the extentshares of our Common Stock represented by your Rights Certificate, you may receive from the Subscription Agent a distributee is an affiliatenew Rights Certificate representing your unused Rights.
If you do not indicate the number of ours (orRights being exercised, or if you do not make full payment of the total subscription price payment for the number of Rights that you indicate are being exercised, (i) the Subscription Agent will have the right to reject and return your subscription for correction, or (ii) you will be deemed to have exercised your Right with respect to the maximum number of Rights that may be exercised with the aggregate subscription price payment you delivered to the Subscription Agent. If we do not apply your full subscription price payment to your purchase of shares of our Common Stock, we or the Subscription Agent will return the excess amount to you, without interest or deduction, as soon as practicable after the expiration date of the Rights Offering.
Missing or Incomplete Subscription Forms or Payment
If you fail to complete and sign the Rights Certificate or otherwise fail to follow the subscription procedures that apply to the exercise of your Rights before the Rights Offering expires, the Subscription Agent will reject your subscription or accept it to the extent otherwise required by law),of the payment received. Neither we may filenor our Subscription Agent undertake any responsibility or action to contact you concerning an incomplete or incorrect subscription form, nor are we under any obligation to correct such forms. We have the sole discretion to determine whether a prospectus supplement in ordersubscription exercise properly complies with the subscription procedures.
If you send a payment that is insufficient to permitpurchase the distributees to usenumber of shares you requested, or if the prospectus to resell the securities acquirednumber of shares you requested is not specified in the distribution.

The Selling Securityholders may also sell securities under Rule 144 or any other exemption from registration underforms, the Securities Act, if available, rather than under this prospectus.

Broker dealers engagedSubscription Agent will have the right to reject and return your subscription for correction. Any excess subscription payments received by the Selling Securityholders may arrangeSubscription Agent will be returned, without interest or penalty, as soon as practicable following the expiration of the Rights Offering.

Your Funds Will Be Held by the Subscription Agent Until Shares of Common Stock Are Issued
The Subscription Agent will hold your payment of the subscription price in a segregated account with other payments received from other Rights holders until we issue your shares of Common Stock to you upon consummation of the Rights Offering.
Medallion Guarantee May Be Required
Your signature on each Rights Certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the Subscription Agent, unless:
your Rights Certificate provides that the shares of Common Stock are to be delivered to you as record holder of those Rights; or
you are an eligible institution.
Notice to Brokers and Nominees
If you are a broker, a trustee or a depositary for other brokers dealerssecurities that holds shares of our Common Stock for the account of others as of 5:00 p.m., New York City time, on October 23, 2023, the Record Date, you should notify the respective beneficial owners of such shares of the Rights Offering as soon as possible to participate in sales. Broker dealers may receive commissions or discountsfind out their intentions with
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respect to exercising their Rights. You should obtain instructions from the Selling Securityholders (or, if any broker dealer acts as agent for the purchaser of securities, from the purchaser) in amountsbeneficial owners with respect to be negotiated, but, excepttheir Rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners
Beneficial Owners
If you are a supplementbeneficial owner of shares of our Common Stock or will receive your Rights through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of the Rights Offering. If you wish to exercise your Rights, you will need to have your broker, custodian bank or other nominee act for you. If you hold shares of our Common Stock directly and would prefer to have your broker, custodian bank or other nominee act for you, you should contact your nominee and request it to effect the transactions for you. If you wish to obtain a separate Rights Certificate, you should contact the nominee as soon as possible and request that a separate Rights Certificate be issued to you.
Instructions for Completing Your Rights Certificate
You should read and follow the instructions accompanying the Rights Certificates carefully.
If you are a registered Holder and you want to exercise your Rights, you should send your Rights Certificate(s) and your subscription price payment to the Subscription Agent. DO NOT SEND YOUR RIGHTS CERTIFICATE(S) AND SUBSCRIPTION PRICE PAYMENT TO THE COMPANY.
You are responsible for the method of delivery of your Rights Certificate(s) with your subscription price payment to the Subscription Agent. You must pay, or arrange for payment, by means of a wire transfer of immediately available funds or certified bank or cashier’s check drawn upon a U.S. bank payable to the Subscription Agent. If you send your Rights Certificate(s) and subscription price payment by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. You should allow a sufficient number of days to ensure delivery to the Subscription Agent prior to the time the Rights Offering expires. Personal checks and money orders will not be accepted. Your payment of the subscription price will be deemed to have been received by the Subscription Agent only when:
the Subscription Agent receives a certified bank or cashier’s check drawn upon a U.S. bank payable to the Subscription Agent; or
the Subscription Agent receives a wire transfer of immediately available funds.
In considering which method of delivery to use, holders of Rights should take into consideration the amount of time remaining in the Rights Offering, as well as any guaranteed delivery procedures, to ensure that materials are delivered prior to the expiration of the Rights Offering.
Determinations Regarding the Exercise of Your Rights
We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights, and any such determinations by us will be final and binding. We, in our sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to be corrected within such time as we may determine. We will not be required to make uniform determinations in all cases. We may reject the exercise of any of your Rights because of any defect or irregularity. We will not accept any exercise of Rights until all irregularities have been waived by us or cured by you within such time as we decide, in our sole discretion.
Neither we, the Subscription Agent nor the Information Agent will be under any duty to notify you of any defect or irregularity in connection with your submission of Rights Certificates, and we will not be liable for failure to notify you of any defect or irregularity. We reserve the right to reject your exercise of Rights if your exercise is not in accordance with the terms of the Rights Offering or in proper form. We will also not accept the exercise of your Rights if our issuance of the shares of our Common Stock to you could be deemed unlawful under applicable law.
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Guaranteed Delivery Procedures
If you wish to exercise Rights, but you do not have sufficient time to deliver the Rights Certificate evidencing your Rights to the Subscription Agent on or before the time your Rights expire, you may exercise your Rights by the following guaranteed delivery procedures:
deliver to the Subscription Agent on or prior to the expiration date your subscription price payment in full for each share you subscribed for under your subscription privileges in the manner set forth above in “— Method of Payment”;
deliver to the Subscription Agent on or prior to the expiration date the form titled “Notice of Guaranteed Delivery,” substantially in the form provided with the “Instructions as to Use of Lazydays Holdings, Inc.’s Rights Certificates” distributed with your Rights Certificates; and
deliver the properly completed Rights Certificate evidencing your Rights being exercised and the related nominee holder certification, if applicable, with any required signatures guaranteed, to the Subscription Agent within two business days following the date of your Notice of Guaranteed Delivery.
Your Notice of Guaranteed Delivery must be delivered in substantially the same form provided with the “Instructions as to Use of Lazydays Holdings, Inc.’s Rights Certificates”, which will be distributed to you with your Rights Certificate. Your Notice of Guaranteed Delivery must come from an eligible institution, or other eligible guarantee institutions which are members of, or participants in, a signature guarantee program acceptable to the Subscription Agent.
In your Notice of Guaranteed Delivery, you must state:
your name;
the number of Rights represented by your Rights Certificates, the number of shares of our Common Stock you are subscribing for under your Basic Subscription Right and the number of shares of our Common Stock you are subscribing for under your Over-Subscription Right, if any; and
your guarantee that you will deliver to the Subscription Agent any Rights Certificates evidencing the Rights you are exercising within two business days following the date the Subscription Agent receives your Notice of Guaranteed Delivery.
You may deliver your Notice of Guaranteed Delivery to the Subscription Agent in the same manner as your Rights Certificates at the address set forth above under “— Delivery of Subscription Materials.” Any transmission of other materials will not be accepted and will not be considered a valid submission for the Rights Offering.
The Information Agent will send you additional copies of the form of Notice of Guaranteed Delivery if you need them. Please request any copies of the form of Notice of Guaranteed Delivery from the Information Agent toll-free at 888-789-8409, by e-mail at shareholder@broadridge.com, or by mail at:
Broadridge Corporate Issuer Solutions, LLC
P.O. Box 1317
Attn: BCIS Re-Organization Dept.
Brentwood, NY 11717-0718
United States Federal Income Tax Considerations
Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right and the participation in this Rights Offering by holders of Series A Preferred Stock), we believe and intend to take the position that a U.S. Holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock (including all shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the Record Date) and should not be treated as a taxable distribution with respect to such holder’s Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the IRS or the courts. The fair market value of the Rights would be taxable to U.S. Holders of our Common Stock as a dividend to the extent of the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023.
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Further, if the Rights Offering is treated as a taxable distribution, the treatment of holders of Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Rights distribution to the holders of Common Stock. For a more detailed discussion, including U.S. federal income tax considerations applicable to Non-U.S. Holders, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.
Regulatory Limitation
We will not be required to issue the shares of our Common Stock to you pursuant to the Rights Offering if, in our opinion, it would be unlawful to do so or you would be required to obtain prior clearance or approval from any foreign, state or federal regulatory authorities to own or control such shares if, at the time the Rights Offering expires, you have not obtained such clearance or approval.
Questions About Exercising Rights
If you have any questions or require assistance regarding the method of exercising your Rights or requests for additional copies of this document or the “Instructions as to Use of Lazydays Holdings, Inc.’s Rights Certificates,” you should contact the Information Agent at the address and telephone number set forth under “Questions & Answers — What should I do if I have other questions?” included elsewhere in this prospectus.
Subscription Agent and Information Agent
We have appointed Broadridge Corporate Issuer Solutions, LLC to act as Subscription Agent and Information Agent for the Rights Offering. You should direct any questions or requests for assistance concerning the method of subscribing for the shares of our Common Stock or for additional copies of this prospectus to the Information Agent.
Fees and Expenses
We will pay all fees charged by the Subscription Agent and Information Agent and all other expenses incurred by us in the Rights Offering. You are responsible for paying any commissions, fees, taxes or other expenses incurred in connection with your exercise of your Rights.
No Revocation
Once you have exercised your Rights, you may not revoke your exercise. All exercises of Rights are irrevocable. You should not exercise your Rights unless you are certain that you wish to purchase Common Stock in the Rights Offering. See “Summary — Recent Developments” and “Risk Factors — Risks Related to the Rights Offering — There may be material developments regarding us during the subscription period. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.” Rights not exercised before the expiration date of the Rights Offering will expire and will have no value.
Procedures for DTC Participants
If you are a broker, a dealer, a trustee or a depositary for securities who holds our Common Stock for the account of others as a nominee holder, you may exercise your beneficial owners’ basic and Over-Subscription Rights through DTC. Any Rights exercised through DTC are referred to as “DTC Exercised Rights.” You may exercise your DTC Exercised Rights through DTC’s PSOP Function on the “agents subscription over PTS” procedures and instructing DTC to charge the applicable DTC account for the subscription payment and to deliver such amount to the Subscription Agent. DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date, unless guaranteed delivery procedures are utilized with respect to delivery of your Rights Certificate, as described above.
Subscription Price
The subscription price is $6.399 per whole share of Common Stock. For more information with respect to how the subscription price was determined, see “– Reasons for the Rights Offering” and “Questions & Answers — How was the subscription price of $6.399 per share of Common Stock determined?” included elsewhere in this prospectus.
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Transferability
The Rights are evidenced by a Rights Certificate and are non-transferable, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such holders. The Rights will not be listed for trading on any securities exchange or trading system. The shares of Common Stock included in shares will be transferable following their issuance.
Extensions and Termination
We may extend the Rights Offering and the period for exercising your Rights, in our sole discretion. In addition, we may terminate the Rights Offering at any time prior to the time the Rights Offering expires.
No Recommendation
An investment in shares of our Common Stock must be made according to each investor’s evaluation of such investor’s own best interests and after considering all of the information herein, including the “Risk Factors” section beginning on page 17 of this prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, each hereby incorporated by reference in this prospectus.
Neither the Company, Special Committee nor our Board has, or will, make any recommendation to stockholders whether to exercise or let lapse their Rights in the Rights Offering. You should make an independent investment decision about whether to exercise or let lapse your Rights based on your own assessment of our business and the Rights Offering.
Purchase Indications
No minimum subscription is required for consummation of the Rights Offering. Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Prospectus,Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the caseRights Offering and subscribe for at least the full amount of an agency transactiontheir Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
Non-U.S. Stockholders
The Subscription Agent will not mail Rights Certificates to stockholders on the record date whose addresses are outside the United States, and your Rights Certificates will be held by the Subscription Agent for your account until any instructions are received to exercise your Rights. If you are a stockholder whose address is outside the United States, to exercise your Rights, you must notify the Subscription Agent before 11:00 a.m., New York City time, on November 6, 2023, which is five business days prior to the expiration date for the Rights Offering, unless extended by us, and, if we so request, must establish to our satisfaction that you are permitted to exercise your Rights under applicable law. Any questions related to exercising Rights should be directed to the Subscription Agent. If these procedures are not followed prior to the expiration date, those holders’ Rights will expire. We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights, and any such determinations by us will be final and binding.
This Rights Offering is not being made in excessany state or other jurisdiction in which it would be unlawful to do so, nor are we selling to you, or accepting any offers from you to purchase, shares of our Common Stock if you are a customary brokerage commissionresident of any such state or other jurisdiction. If necessary, we may delay commencement of the Rights Offering in compliance with FINRA Rule 2440; andcertain states or other jurisdictions in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In order to comply with the securities lawslaw requirements of certainthose states if applicable,or other jurisdictions. We do not anticipate that there will be any changes in the securities must be soldRights Offering, and we may, in suchour sole discretion, decline to make modifications to the terms of the Rights Offering requested by regulators in states or other jurisdictions, only through registeredin which case stockholders who live in those states or licensed brokers or dealers. In addition, in certain states the securities mayother jurisdictions will not be sold unless they have been registered or qualified for saleeligible to participate in the applicable state or an exemption fromRights Offering.

Shares of Common Stock Outstanding after the registration or qualification requirement is availableRights Offering
As of October 23, 2023, we had 17,431,605 shares of Common Stock issued and is complied with.

In connection with the sale14,019,383 shares of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short salesCommon Stock outstanding, 600,000 shares of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Securityholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Securityholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities, including all underwriting commissions, broker fees or similar fees that may be incurred by certain Selling Securityholders who hold both preferred shares and warrants. The Company has agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We will make copies of this prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholders may indemnify any agent, broker-dealer or underwriter that participates in transactions involving the sale of the securities against certain liabilities, including liabilities arising under the Securities Act.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

DETERMINATION OF OFFERING PRICE OF PREFERRED STOCK

The various factors considered in determining the conversion price of the Series A Preferred Stock in 2017 wereissued and outstanding and 300,357 Warrants issued and outstanding.

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In this Rights Offering, we are offering the valuationRight to purchase 15,627,441 shares of Common stock. As a result, following the securitiesRights Offering, we will have 33,059,046 shares of AndinaCommon Stock issued and 29,646,824 shares of Common Stock outstanding, or, taking into account the impactexpected exercise of the MergersWarrants upon the consummation of this Rights Offering, we will have 33,059,046 shares of Common Stock issued and the rights and preferences30,114,585 shares of the Series A Preferred Stock.

Common Stock outstanding.
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26

DESCRIPTION OF SECURITIES TO BE REGISTERED

As of the date of this prospectus, we had one class of securities registered under Section 12 of the Exchange Act, our common stock.

OUR CAPITAL STOCK

The following is a description of the material terms of our common stockCommon Stock and preferred stock as set forth in our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Bylaws (the “Bylaws”), and our Certificate of Designations of Series A Preferred Stock (the “Certificate of Designation”), which govern the rights of our common stockCommon Stock and preferred stock. This description is only a summary. You should read it together with the Certificate of Incorporation, Bylaws, and Certificate of Designation, which are included as exhibits to this Registration Statementthe Company’s Annual Report on Form S-110-K for the year ended December 31, 2022 and incorporated by reference herein.

General

Our Certificate of Incorporation provides for the issuance of 100,000,000 shares of common stock,Common Stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. As of November 22, 2021,October 23, 2023, we had 12,410,34714,019,383 shares of common stockCommon Stock outstanding and 600,000 shares of Series A Preferred Stock outstanding.

Common Stock

The holders of our common stockCommon Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of our shares voted for the election of directors can elect all of the directors.

Holders of our common stockCommon Stock do not have any conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to our common stock.

Common Stock.

We have not paid any cash dividends on our common stockCommon Stock and do not plan to pay any cash dividends on our common stockCommon Stock in the foreseeable future. Our Board will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions, subject to any restrictions under our credit facility and the Certificate of Designations for the Series A Preferred Stock.

Our Board currently consists of seveneight (8) directors who are divided into three classes including two (2) directors designated by the holders of the Series A Preferred Stock. Directors in each class serve a three-year term. The terms of each class expire at successive annual meetings so that the stockholders elect one class of directors at each annual meeting. The current classification of our Board is: (i) Class A – has two (2) directors with a term expiring at the 20222025 annual meeting of stockholders; (ii) Class B – has twothree (3) directors with a term expiring at the 20232026 annual meeting of stockholders; and (iii) Class C – has three (3) directors with a term expiring at the 2024 annual meeting of stockholders.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of 5,000,000 shares of blank check preferred stock with such designations, rights and preferences as may be determined from time to time by our Board. Any designated series of preferred stock shall have such powers, designations, preferences and relative, participation or optional or other special rights and qualifications, limitations or restrictions as shall be expressed in the resolution adopted by the Board. Once designated by our Board, each series of preferred stock will have specific financial and other terms that will be described in a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the preferred stock. These include our Certificate of Incorporation and any certificates of designation that our Board may adopt. Prior to the issuance of shares of each series of preferred stock, the Board is required by the Delaware General Corporation Law (“DGCL”) and our Certificate of Incorporation to adopt resolutions and file a certificate of designations with the Secretary of State of the State of Delaware. The certificate of designations fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following: (i) entitled to voting powers, full or limited; (ii) subject to redemption at such time or times and at such price or prices as our Board may establish; (iii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series as our Board may establish; (iv) entitled to such rights upon the dissolution of us, or upon any distribution of our assets, as our Board may establish; or (v) convertible into, or exchangeable for,
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shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of ours at such price or prices or at such rates of exchange and with such adjustments as our Board may establish.

Series A Preferred Stock

In connection with the PIPE Investmentinvestment on March 15, 2018, we designated 600,000 shares as Series A Preferred Stock.

The material terms of the Series A Preferred Stock are as follows:

The Series A Preferred Stock ranks senior to all outstanding capital stock of the Company. Except as required by law or by the Certificate of Designation, holders of the Series A Preferred Stock will be entitled to vote on an as-converted basis together with the holders of our common stock,Common Stock, and not as a separate class, at any annual or special meeting of Company stockholders. However, the Certificate of Designation provides holders of the Series A Preferred Stock with a separate vote requiring the vote or consent of a majority of the Series A Preferred Stock (unless otherwise waived by a majority of the Series A Preferred Stock) relating to certain actions, including: (i) the liquidation, dissolution or winding up of the Company if the holders of Series A Preferred Stock will not have the option to receive the full liquidation preference; (ii) any amendment or repeal of the Certificate of Incorporation or Bylaws that adversely modifies the rights, preferences, privileges or voting powers of the Series A Preferred Stock; (iii) any authorization or issuance of a new class of securities having rights, preferences or privileges senior to or on parity with the Series A Preferred Stock: (iv) any increase or decrease in the authorized number of Series A Preferred Stock; (v) any increase in the number of members of the Board above eight (8); (vi) certain issuances of senior indebtedness or certain incurrences of floor plan financing; (vii) any sale or agreement to license any material asset or material portion of the assets of the Company or any subsidiary other than in the ordinary course of business; (viii) the making of capital expenditures during any four consecutive fiscal quarters in excess of 25% of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for such four (4) fiscal quarters; (ix) any change by the Company or any subsidiary in its principal line of business or entry into an additional line of business; and (x) the appointment of any Chief Executive Officer, other than William Murnane.

The Series A Preferred Stock will be convertible into shares of our common stockCommon Stock at the holder’s election at any time, and such holder will receive such number of shares of common stockCommon Stock as is equal to the product obtained by multiplying the conversion rate then in effect by the number of shares of Series A Preferred Stock being converted, plus cash in lieu of fractional shares. The conversion rate is calculated as the quotient obtained by dividing the liquidation preference then in effect by the conversion price. Currently, the conversion rate is 9.9378882 calculated by dividing the liquidation preference currently in effect of $100 by the initial conversion price of $10.0625. The conversion price will be subject to adjustment for stock dividends, forward and reverse splits, combinations and similar events, as well as for certain dilutive issuances. Holders of Series A Preferred Stock, waived those rights in connection with this Rights Offering. The liquidation preference and initial conversion price are set forth in the Certificate of Designation and were determined based on the valuation of the securities of Andina taking into account the impact of the Mergers and the rights and preferences of the Series A Preferred Stock. As a result, the 600,000 shares of Series A Preferred Stock are convertible into 5,962,733 shares of common stockCommon Stock (this excludes accrued dividends which the Company may elect to pay in cash or shares of common stock)Common Stock).

Dividends on the Series A Preferred Stock will accrue at an initial rate of 8% per annum (the “Dividend Rate”), compounded quarterly, and be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (unless any such day is not a business day, in which event such preferred dividends shall be payable on the next succeeding business day, without accrual to the actual payment date). If we do not declare and pay dividends on any dividend payment date, such accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate plus 2%. The Dividend Rate will be increased to 11% per annum, compounded quarterly, in the event our senior indebtedness less unrestricted cash during any trailing twelve month period ending at the end of any fiscal quarter is greater than 2.25 times EBITDA (as defined in the Certificate of Designations of the Series A Preferred Stock) for such preceding twelve-monthtwelve (12)-month period. The Dividend Rate will be reset to 8% at the end of the first fiscal quarter when our senior indebtedness less unrestricted cash during the trailing twelve month period ending at the end of such quarter is less than 2.25 times EBITDA for such preceding twelve-monthtwelve (12)-month period.
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If, at any time following the second anniversary of the issuance of the Series A Preferred Stock, the volume weighted average price of our common stockCommon Stock equals or exceeds $25.00 (as adjusted for stock dividends, splits, combinations and similar events) for a period of thirty consecutive trading days, we may force the conversion of any or all of the outstanding Series A Preferred Stock at the conversion price then in effect. From and after the eighth anniversary of the issuance of the Series A Preferred Stock, we may elect to redeem all, but not less than all, of the outstanding Series A Preferred Stock in cash at the stated value thereof plus all accrued and unpaid dividends. From and after the ninth anniversary of the issuance of the Series A Preferred Stock, each holder of Series A Preferred Stock has the right to require us to redeem all of such holder’s outstanding shares of Series A Preferred Stock in cash at the stated value thereof plus all accrued and unpaid dividends.

In the event of any liquidation, merger, sale, dissolution or winding up of the Company, holders of the Series A Preferred Stock will have the right to (i) payment in cash equal to the liquidation preference thereof plus all accrued and unpaid dividends, or (ii) convert the shares of Series A Preferred Stock into our common stockCommon Stock and participate on an as-converted basis with our holders of common stock.

Common Stock.

So long as the Series A Preferred Stock is outstanding, the holders thereof, by the vote or written consent of the holders of a majority in voting power of the outstanding Series A Preferred Stock, shall have the right to designate two members to our Board.

The holders of Series A Preferred Stock may elect in writing to the Company to be subject to a beneficial ownership limitation, initially set at 9.99% (but which may subsequently be set at a higher or lower percentage by the electing holder) of the shares of common stockCommon Stock then outstanding after giving effect to the issuance of shares of common stockCommon Stock upon conversion of the Series A Preferred Stock held by such holder. If a holder of the Series A Preferred Stock has elected to be subject to a beneficial ownership limitation, the Company shall not effect any conversion of the Series A Preferred Stock and the holder shall not have any right to convert any portion of the Series A Preferred Stock if after giving effect to such conversion, the holder would beneficially own in excess of its then applicable beneficial ownership limitation.

The securities purchase agreement entered into in connection with the sale of the Series A Preferred Stock also includes the following rights:

●Subject to applicable securities laws and regulations, any purchaser that continues to hold Series A Preferred Stock convertible into 5% or more of the then issued and outstanding shares of our common stock shall also have a preemptive right to purchase its pro rata share of all equity securities that we may, from time to time, propose to sell and issue after the consummation of the Mergers (subject to certain exceptions).
●If we seek to consummate any debt financings (other than (i) non-distressed floor plan financings on customary terms and conditions and with an interest rate of not greater than 5% per annum, (ii) the replacement or refinancing of existing indebtedness where the replaced or refinanced indebtedness does not exceed the existing amount of indebtedness and are not on terms materially worse than the indebtedness being replaced or refinanced, and (iii) advances or other extensions of credit under a revolving credit facility or floor plan credit facility) after the consummation of the Mergers, Coliseum Capital Management, LLC shall be entitled to a right of first refusal to provide the funding necessary for such debt financings provided that it still holds an aggregate of at least $10 million of the Series A Preferred Stock. Coliseum Capital Management, LLC will have a period of 15 business days to notify us of its intention to exercise its right.
●If we receive in excess of $1 million as a result of indemnification claims made in respect of certain breaches of representations and warranties of Lazydays RV under the Merger Agreement, the holders of the Series A Preferred Stock shall have a right to require us to utilize such amounts in excess of the $1 million to redeem their shares of Series A Preferred Stock for the liquidation preference of such shares.

Subject to applicable securities laws and regulations, any purchaser that continues to hold Series A Preferred Stock convertible into 5% or more of the then issued and outstanding shares of our Common Stock shall also have a preemptive right to purchase its pro rata share of all equity securities that we may, from time to time, propose to sell and issue after the consummation of the Mergers (subject to certain exceptions), including this Rights Offering.
If we seek to consummate any debt financings (other than (i) non-distressed floor plan financings on customary terms and conditions and with an interest rate of not greater than 5% per annum, (ii) the replacement or refinancing of existing indebtedness where the replaced or refinanced indebtedness does not exceed the existing amount of indebtedness and are not on terms materially worse than the indebtedness being replaced or refinanced, and (iii) advances or other extensions of credit under a revolving credit facility or floor plan credit facility) after the consummation of the Mergers, Coliseum Capital Management, LLC shall be entitled to a right of first refusal to provide the funding necessary for such debt financings provided that it still holds an aggregate of at least $10 million of the Series A Preferred Stock. Coliseum Capital Management, LLC will have a period of 15 business days to notify us of its intention to exercise its right.
There are no sinking fund provisions applicable to our shares of Series A Preferred Stock.

Warrants

As of November 22, 2021, 5,857,652 warrants are outstanding. The description that follows is of the public warrants, pre-funded warrants and private warrants covered by this registration statement. The warrants became exercisable on March 15, 2018 (the date of the consummation of our initial business combination). The warrants have an exercise price of $11.50 except for the pre-funded warrants that have an exercise price of $0.01 and the private warrants that are exercisable as follows: each warrant is exercisable into one-half share of common stock or two warrants are exercisable into one share of common stock at a price of $11.50 per share of common stock. The exercise price of the warrants (except for the pre-funded warrants) was set at $11.50 consistent with the exercise price of the private warrants that preceded the warrants issued in the PIPE offering. The exercise price of the pre-funded warrants was set at $0.01 because the PIPE investors paid $8.74 out of the full $8.75 exercise price at the time of subscribing for their investment. The pre-funded warrants were valued differently and had a different exercise price because the holders electing to receive pre-funded warrants received them because they elected to be subject to a beneficial ownership limitation such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.99% of the shares of our common stock then outstanding.

Warrants may be exercised for cash or, at the option of the holder, on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act by surrendering the warrants for that number of shares of common stock as determined under the warrants. The warrants covered by this registration statement expire March 15, 2023 (five years following the date of consummation of our initial business combination) at 5:00 p.m., New York City time, except for the pre-funded warrants that do not have an expiration date.

We may call the warrants for redemption (excluding the pre-funded warrants and any private warrants no longer held by the initial purchaser) in whole and not in part, at a price of $0.01 per warrant,

●at any time while the warrants are exercisable;
●upon not less than 30 days’ prior written notice of redemption to each warrant holder;
●if, and only if, the reported last sale price of our common stock equals or exceeds $24.00 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders; and
●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption.

The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

The exercise price and number of shares of our common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of our common stock at a price below their respective exercise prices.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of our common stock or any voting rights unless and until they exercise their warrants and receive shares of our common stock. After the issuance of shares of our common stock upon exercise of the warrants, each holder will be entitled to one vote for each share of our common stock held of record on all matters to be voted on by stockholders.

No fractional shares of or common stock will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share of the Company, the Company will, upon exercise, follow the requirements of the DGCL.

Our warrants are quoted on the OTC Pink marketplace under the symbol “LAZYW”.

Contractual Arrangements

Registration Rights
We are party to a registration rights agreementsagreement pursuant to which certain securityholdersstockholders have been granted certain demand and “piggy-back” registration rights with respect to their securities. We are requiredAdditionally, the investors who simultaneously with the closing of our merger purchased convertible preferred stock, common stock and warrants for an aggregate purchase price of $94.8 million (the “PIPE Investment”) were granted registration rights pursuant to maintain a registration statement relating to such securities orwhich we could be liable for liquidated damages under certain circumstances. Additionally, we have agreed that so long as the private warrants are still held by the initial purchasers or their affiliates, we will not redeem such warrants and we will allow the holders to exercise such warrants on a cashless basis (even iffiled a registration statement covering the sharesresale of common stock issuable upon exercise ofgranted securities. This resale registration statement is currently effective. In connection with such warrants is not effective). However, once anyregistration rights for the PIPE Investment, we agreed to pay all fees and expenses incident to the performance of the foregoing warrantsregistration rights, including any underwriting commissions, broker fees or similar fees and commissions.
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Provisions of Delaware Law, the Certificate of Incorporation and Bylaws
Provisions of the DGCL, the Certificate of Incorporation, the Bylaws and other relevant documents described below could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are transferredexpected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.
Delaware Anti-Takeover Statute. We have elected to be subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 prohibits a publicly held Delaware corporation from the initial purchasers or their affiliates, these arrangements will no longer apply. Furthermore, because the private warrants were issuedengaging in a private“business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the holdersperson became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and their transferees willassociates, owns (or within three years prior to the determination of interested stockholder status did own) 15 percent or more of a corporation’s voting stock. The existence of this provision would be allowedexpected to exercise such warrantshave an anti-takeover effect with respect to transactions not approved in advance by the Board, including discouraging attempts that might result in a premium over the market price for cash even if a registration statement covering the shares of common stock issuable upon exerciseCommon Stock.
Limitation of Liability and Indemnification of Officers and Directors. Subject to certain exceptions, the DGCL authorizes corporations to limit or eliminate the personal liability of directors or officers to corporations and their stockholders for monetary damages for breaches of directors’ or officers’ fiduciary duties as directors or officers. The Certificate of Incorporation and Bylaws include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of the Company, or for serving at our request as a director or officer or in another position at another corporation or enterprise, as the case may be. The Bylaws also provide that we must advance expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit, or proceeding, subject to our receipt of an undertaking by or on behalf of such warrantsofficer or director to repay amounts advanced if it is ultimately determined that such director or officer is not effectiveentitled to indemnification by the Company. We are also expressly authorized to carry directors’ and receive unregisteredofficers’ liability insurance.
The limitation of liability and indemnification provisions in the Certificate of Incorporation and the Bylaws may discourage stockholders from bringing a lawsuit against directors or officers for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. We may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Authorized but Unissued Shares of Common Stock. Our authorized but unissued shares of common stock.Common Stock will be available for future issuance without approval by the holders of Common Stock. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, employee benefit plans and as consideration for or to finance future acquisitions, investments or other purposes. The registrationexistence of authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Undesignated Preferred Stock. Our Certificate of Incorporation and Bylaws authorize 5,000,000 shares of undesignated preferred stock and 600,000 of these shares have been designated as Series A Preferred Stock. As a result, our Board may, without the approval of holders of Common Stock, issue 4,400,000 shares of preferred stock with super voting, special approval, dividend or other rights agreementsor preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control or management of the Company.
Classified Board. As discussed above, our Board currently consists of eight (8) directors who are divided into three classes. Pursuant to the Certificate of Incorporation, directors in each class serve a three-year term. The
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terms of each class expire at successive annual meetings so that the stockholders elect one class of directors at each annual meeting. The classified board provisions in the Certificate of Incorporation could make it more difficult to acquire us by means of a proxy contest or to remove incumbent directors.
Exclusive Forum. Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware, or if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Section 27 of the Securities Exchange Act of 1934, as amended, provides for exclusive federal jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and as such the exclusive jurisdiction clauses set forth above would not apply to such suits. Furthermore, Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), provides for 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, and as such the exclusive jurisdiction clauses set forth above would not apply to such suits.
Listing
Our shares of Common Stock are listed on the Nasdaq Capital Market under the symbol “LAZY.” We cannot assure you that our Common Stock will continue to be listed on the Nasdaq Capital Market as we might not meet certain continued listing standards in the future. Our shares of Series A Preferred Stock are currently not listed or traded on any exchange or marketplace and we do not expire.

intend to apply for listing or quotation of our Series A Preferred Stock on any exchange or marketplace in the future.

Transfer Agent and Warrant Agent

The transfer agent for our shares of common stock and warrant agent for our warrantsCommon Stock is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of the material U.S. federal income tax consequences of the receipt and exercise (or expiration) of the Rights acquired through the Rights Offering and the ownership and disposition of shares of our Common Stock received upon exercise of the Rights and constitutes the opinion of Paul Hastings LLP. This discussion does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the Rights or shares of our Common Stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the receipt of Rights through the Rights Offering by persons holding shares of our Common Stock, Series A Preferred Stock or Warrants entitled to receive Rights pursuant to this Rights Offering, the exercise (or expiration) of the Rights, and the acquisition, ownership and disposition of shares of our Common Stock acquired upon exercise of the Rights.
This discussion is limited to the Rights acquired through the Rights Offering and shares of our Common Stock acquired upon exercise of Rights, in each case, that are held as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the alternative minimum tax, the unearned income Medicare contribution tax, estate or gift tax consequences or the indirect effects on holders of interests in a beneficial owner of the Rights. In addition, it does not address consequences relevant to holders subject to particular rules, including, without limitation:
U.S. expatriates and former citizens or long-term residents of the United States;
persons holding the Rights, shares of our Common Stock, Series A Preferred Stock or Warrants as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
banks, insurance companies, and other financial institutions;
brokers, dealers or traders in securities or currencies or traders that elect to mark-to-market their securities;
“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
partnerships or other entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes (and investors therein);
real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations or governmental organizations;
persons deemed to sell the Rights, shares of our Common Stock, Series A Preferred Stock or Warrants under the constructive sale provisions of the Code;
persons subject to special tax accounting rules as a result of any item of gross income being taken into account in an applicable financial statement (as defined in the Code);
persons for whom our stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code;
persons who received, hold or will receive shares of our Common Stock, Series A Preferred Stock, Warrants or the Rights pursuant to the exercise of any employee stock option or otherwise as compensation and persons who hold restricted Common Stock;
tax-qualified retirement plans; and
U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar.
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If an entity treated as a partnership for U.S. federal income tax purposes holds shares of our Common Stock, Series A Preferred Stock, Warrants, the Rights or shares of our Common Stock acquired upon exercise of Rights, as the case may be, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE RECEIPT, OWNERSHIP AND EXERCISE OF RIGHTS AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF RIGHTS ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.
Tax Considerations Applicable to U.S. Holders
Definition of a U.S. Holder
For purposes of this discussion, a “U.S. Holder” is any beneficial owner of shares of our Common Stock, our Series A Preferred Stock, our Warrants, our Rights or shares of our Common Stock acquired upon exercise of Rights, as the case may be, that, for U.S. federal income tax purposes, is or is treated as any of the following:
an individual who is a citizen or resident of the United States;
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person (within the meaning of Section 7701(a)(30) of the Code) for U.S. federal income tax purposes.
Receipt of Rights
The authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right and the distribution of Rights to holders of Series A Preferred Stock and Warrants). A U.S. Holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock and should not be treated as a taxable distribution with respect to such holder’s Series A Preferred Stock or Warrants, as applicable, for U.S. federal income tax purposes. Section 305(a) of the Code generally provides that the receipt by a shareholder of a right to acquire stock or warrants is not included in the taxable income of the shareholder; however, the general non-recognition rule in Section 305(a) of the Code is subject to exceptions described in Section 305(b) of the Code, which include “disproportionate distributions.” A disproportionate distribution is generally a distribution or a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some shareholders (including holders of rights to acquire stock and holders of debt instruments convertible into stock) and an increase in the proportionate interest of other shareholders (including holders of rights to acquire stock and holders of debt instruments convertible into stock) in a corporation’s assets or earnings and profits.
During the last 36 months, the Company has made quarterly dividend payments to holders of Series A Preferred Stock and holders of Common Stock may be treated as having received an increase in their proportionate interest in the Company’s assets or earnings and profits through a decrease in the conversion ratio with respect to both the Series A Preferred Stock and Warrants.
As described above under “Description of Our Capital Stock—Preferred Stock—Series A Preferred Stock,” our Series A Preferred Stock is convertible into 5,962,733 shares of Common Stock and is entitled to participate in this Rights Offering on an as-converted basis. If any of our Series A Preferred Stock does not convert into shares of our Common Stock prior to the record date of this Rights Offering and therefore participates in the
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Rights Offering on an as-converted basis, the issuance of the Rights pursuant to this Rights Offering would not qualify as a non-taxable distribution under Section 305 of the Code if the Series A Preferred Stock is treated as preferred stock for purposes of Section 305 of the Code. Although not free from doubt, we believe that the Series A Preferred Stock does not constitute preferred stock for purposes of Section 305 of the Code.
If this Rights Offering is a taxable distribution, with respect to any shareholder, then the fair market value of such U.S. Holder’s increase in the share of earnings and profits of the Company would be taxable to such U.S. Holders as a dividend to the extent of the U.S. Holder’s pro rata share of the Company’s current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023. Further, if the Rights issuance is treated as a taxable distribution, the treatment of holders of Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Rights distribution to the U.S. Holders of Common Stock.
Tax Basis in the Rights
If the Rights issuance pursuant to this Rights Offering is treated as a non-taxable distribution and if the fair market value of the Rights a U.S. Holder receives is less than 15% of the fair market value of the U.S. Holder’s existing shares of Common Stock or Warrants, in each case, with respect to which the Rights are distributed on the date the U.S. Holder receives the Rights, Section 307(b) of the Code provides that the Rights will be allocated a zero tax basis for U.S. federal income tax purposes, unless the U.S. Holder elects to allocate the tax basis in the holder’s existing shares of Common Stock or Warrants between the existing shares of Common Stock and the Rights in proportion to the relative fair market values of the existing shares of Common Stock or Warrants and the Rights determined on the date of receipt of the Rights. If a U.S. Holder chooses to allocate tax basis between the holder’s existing shares of Common Stock or Warrants and the Rights, the U.S. Holder must make this election on a statement included with the holder’s timely filed U.S. federal income tax return (including extensions) for the taxable year in which the U.S. Holder receives the Rights. Such an election is irrevocable.
However, if the fair market value of the Rights a U.S. Holder receives is 15% or more of the fair market value of the holder’s existing shares of Common Stock or Warrants on the date the U.S. Holder receives the Rights, then the U.S. Holder must allocate tax basis in the existing shares of Common Stock or Warrants between those shares and the Rights the U.S. Holder receives in proportion to their fair market values determined on the date the U.S. Holder receives the Rights. Please refer to the discussion below regarding the U.S. tax treatment of a U.S. Holder that, at the time of the receipt of the Right, no longer holds the Common Stock or Warrants with respect to which the Right was distributed.
If the Rights issued pursuant to this Rights Offering are treated as a taxable distribution, then the U.S. Holder will receive the Rights with a basis equal to their fair market value on the date of the distribution for U.S. federal income tax purposes.
The fair market value of the Rights on the date that the Rights are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the Rights on that date. In determining the fair market value of the Rights, U.S. Holders should consider all relevant facts and circumstances, including, without limitation, any difference between the subscription price of the Rights and the trading price of our shares of Common Stock on the date that the Rights are distributed, the exercise price of the Warrants, the fair market value and the length of the period during which the Rights may be exercised and the fact that the Rights are non-transferable.
Exercise of Rights
A U.S. Holder will not recognize gain or loss upon the exercise of a Right received in the Rights Offering. A U.S. Holder’s adjusted tax basis, if any, in the Right plus the subscription price will establish the U.S. Holder’s initial tax basis for U.S. federal income tax purposes in the shares of Common Stock received upon exercise of such U.S. Holder’s Right. The holding period of a share of Common Stock acquired upon exercise of a Right in the Rights Offering will begin on the date of exercise.
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If, at the time of the receipt or exercise of the Right, the U.S. Holder no longer holds the Common Stock or Warrants with respect to which the Right was distributed, then certain aspects of the tax treatment of the receipt and exercise of the Right are unclear, including (1) the allocation of the tax basis between the shares of our Common Stock or Warrants previously sold and the Right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the shares of our Common Stock or Warrants previously sold, and (3) the impact of such allocation on the tax basis of the shares of our Common Stock acquired upon exercise of the Right. Furthermore, if you exercise the Rights and sell other shares of our Common Stock or Warrants within the 61-day period beginning 30 days before the exercise date and ending 30 days after the exercise date, the “wash sale” rules may disallow the recognition of any loss upon the sale of our Common Stock or Warrants. If a U.S. Holder exercises a Right received in the Rights Offering after disposing of shares of our Common Stock or Warrants with respect to which the Right is received, the U.S. Holder should consult its own tax advisor.
Expiration of Rights
If the receipt of Rights pursuant to this Rights Offering is not taxable and if a U.S. Holder allows Rights received in the Rights Offering to expire, the U.S. Holder should not recognize any gain or loss for U.S. federal income tax purposes, and the U.S. Holder should re-allocate any portion of the tax basis in its existing Common Stock or Warrants previously allocated to the Rights that have expired to such U.S. Holder’s existing shares of Common Stock or Warrants.
If the receipt of Rights pursuant to this Rights Offering is taxable and a U.S. Holder allows the Rights received in this Rights Offering to expire, then such U.S. Holder should recognize a short-term capital loss equal to such U.S. Holder’s tax basis in the expired Rights. A U.S. Holder’s ability to use any capital loss may be subject to limitations.
Distributions on Common Stock
As described in the section titled “Market Price of and Dividends on Common Stock—Dividends,” we do not anticipate declaring or paying cash dividends to holders of our Common Stock in the foreseeable future. However, if we do make distributions of cash or property on our Common Stock, such distributions will constitute dividends to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Dividends received by a corporate U.S. Holder may be eligible for a dividends received deduction, subject to applicable limitations. Dividends received by certain non-corporate U.S. Holders, including individuals, are generally taxed at the lower applicable capital gains rate, provided that certain holding period and other requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital and first be applied against and reduce a U.S. Holder’s adjusted tax basis in its Common Stock, as the case may be, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale, Exchange or Other Disposition of Common Stock.”
Sale, Exchange or Other Disposition of Common Stock
Upon a sale, exchange, or other taxable disposition of our Common Stock, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized (not including any amount attributable to declared and unpaid dividends, which will be taxable to U.S. Holders who have not previously included such dividends in income as described above under “—Distributions on Common Stock”) and the U.S. Holder’s adjusted tax basis in our Common Stock. Such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for our Common Stock exceeded one year at the time of disposition. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally are subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations.
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Information Reporting and Backup Withholding
A U.S. Holder may be subject to information reporting and backup withholding when such holder receives dividend payments (including constructive dividends) or receives proceeds from the sale or other taxable disposition of the shares of our Common Stock acquired through the exercise of Rights. Certain U.S. Holders are exempt from backup withholding, including certain corporations and certain tax-exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt (or fails to properly establish an exemption) and such holder:
fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;
furnishes an incorrect taxpayer identification number;
is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or
fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.
Tax Considerations Applicable to Non-U.S. Holders
For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of shares of our Common Stock, our Series A Preferred Stock, our Warrants, our Rights or shares of our Common Stock acquired upon exercise of Rights, as the case may be, that is neither a U.S. Holder nor an entity treated as a partnership (or other pass-through entity treated as a partnership) for U.S. federal income tax purposes.
Receipt, Exercise and Expiration of the Rights
As discussed above under “—Tax Considerations Applicable to U.S. Holders—Receipt of Rights,” it is unclear whether a Non-U.S. Holder’s receipt of Rights pursuant to the Rights Offering would be treated as a non-taxable distribution with respect to its existing shares of Common Stock (including shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the record date) or Warrants, as applicable, for U.S. federal income tax purposes. If treated as a non-taxable distribution, Non-U.S. Holders will not be subject to U.S. federal income tax (or any withholding thereof) on the receipt, exercise, or expiration of the Rights.
If the receipt of Rights is treated as a taxable distribution, the fair market value of the Rights would be taxable to Non-U.S. Holders of our Common Stock as a dividend subject to withholding tax to the extent of the Non-U.S. Holder’s pro rata share of the Company’s current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023. Non-U.S. Holders will not be subject to U.S. federal income tax (or any withholding thereof) on the exercise of the Rights. However, if the receipt of the Rights is taxable and the Non-U.S. Holder allows the Rights to expire, then such shareholder should recognize a short-term capital loss equal to such Non-U.S. Holder’s tax basis in the Rights. A Non-U.S. Holder’s ability to use any capital loss may be subject to limitations.
Distributions on Common Stock
As described in the section titled “Market Price of and Dividends on Common Stock—Dividends,” we do not anticipate declaring or paying cash dividends to holders of our Common Stock in the foreseeable future. However, if we do make distributions of cash or property on our Common Stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its Common Stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Disposition of Common Stock.”
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Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.
If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.
Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular U.S. corporate tax rate. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% as well (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Sale or Other Disposition of Common Stock
A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Common Stock unless:
the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);
the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or
our Common Stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.
Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. corporate tax rate. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% as well (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.
A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our Common Stock, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided that the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our Common Stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if our Common Stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of our Common Stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.
Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.
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Information Reporting and Backup Withholding
Payments of dividends on our Common Stock will not be subject to backup withholding, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person (within the meaning of Section 7701(a)(30) of the Code) and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions (including deemed distributions) on our Common Stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Common Stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person (within the meaning of Section 7701(a)(30) of the Code) or the holder otherwise establishes an exemption. Proceeds of a disposition of our Common Stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.
Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
Additional Withholding Tax on Payments Made to Foreign Accounts
Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends (including deemed dividends) on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our Common Stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends (including deemed dividends) on our Common Stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.
Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Common Stock.
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PLAN OF DISTRIBUTION
Beginning on or about November 21, 2023, we will distribute the Rights Certificates, Notices of Guaranteed Delivery, as applicable, and copies of this prospectus to individuals who owned shares of our Common Stock, the Warrants or the Series A Preferred Stock as of the Record Date.
If your shares are held in the name of a custodian bank, broker, dealer or other nominee, then you should send your subscription documents and subscription payment to that record holder. If you are the record holder, then you should send your subscription documents, Rights Certificate, and subscription payment to the Subscription Agent, Broadridge Corporate Issuer Solutions, LLC, at the below address. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent. DO NOT SEND OR DELIVER THESE MATERIALS TO THE COMPANY.
By Mail:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
​​
By Overnight Delivery:
Broadridge Corporate Issuer Solutions, LLC.
Attn: BCIS IWS
51 Mercedes Way
Edgewood, NY 11717
See “The Rights Offering – Method of Subscription – Exercise of Rights.”
The Rights are non-transferrable, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such holders. The Rights will not be listed for trading on the Nasdaq or any other stock exchange or market. The shares of our Common Stock issuable upon exercise of the Rights are listed on Nasdaq under the symbol “LAZY.”
We will pay all customary fees and expenses of the Subscription Agent and Information Agent related to this Rights Offering and have also agreed to indemnify the Subscription Agent and Information Agent from liabilities that they may incur in connection with this Rights Offering. We have not employed any brokers, dealers or underwriters in connection with the Rights Offering, and we do not know of any existing agreements between any stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of our Common Stock underlying the Rights. Except as described in this section, we are not paying any other commissions, underwriting fees or discounts in connection with the Rights Offering. Some of our employees may solicit responses from you as a holder of Rights, but we will not pay our employees any commissions or compensation for these services other than their normal employment compensation.
We have not agreed to enter into any standby or other arrangement to purchase or sell any Rights or any of our securities.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
If you have any questions, you should contact the Information Agent toll-free at 888-789-8409, by e-mail at shareholder@broadridge.com, or by mail at:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
For additional information regarding the purpose of the Rights Offering, see “Questions & Answers—Why are we conducting the Rights Offering?”
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if such person has (or shares) either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable or convertible within 60 days, have been exercised or converted.
As of September 19, 2023, 17,431,605 shares of Common Stock were issued and 14,019,383 were outstanding, and 600,000 shares of Series A Preferred stock were issued and outstanding. The following table sets forth information with respect to the beneficial ownership of our Common Stock and Series A Preferred Stock as of September 19, 2023, by: (i) each of our directors and named executive officers, (ii) all of our directors and executive officers as a group, and (iii) each stockholder known by us to be the beneficial owner of more than 5% of our voting securities. To our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the voting securities beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the voting securities listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.
Unless otherwise noted below, the address of each person listed on the table is c/o Lazydays Holdings, Inc., 4042 Park Oaks Blvd., Suite 350, Tampa, Florida 33610.
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
​​
46,943(9)
​​
*
​​
—
​​
—
​​
*
Christopher S. Shackelton
​​
11,280,876(10)
​​
59.0%
​​
500,000(11)
​​
83.3%
​​
56.2%
All directors and executive officers as a group (8 persons)
​​
11,616,681(12)
​​
60.4%
​​
500,000
​​
83.3%
​​
57.4%
 
​​
 
​​
 
​​
 
​​
 
​​
 
5% or Greater Securityholders
​​
 
​​
 
​​
 
​​
 
​​
 
Coliseum Capital Management, LLC.
​​
11,280,876(10)
​​
59.0%
​​
500,000(11)
​​
83.3%
​​
56.2%
Park West Asset Management LLC
​​
1,400,536(13)
​​
9.99%
​​
100,000(13)
​​
16.7%
​​
7.0%
Divisadero Street Capital Management, LP
​​
722,357(14)
​​
5.15%
​​
—
​​
—
​​
3.6%
Cannell Capital, LLC
​​
1,092,399(15)
​​
7.8%
​​
—
​​
—
​​
5.4%
*
Less than 1 percent
(1)
For purposes of this column, the number of shares of the class outstanding reflects the sum of: (i) 14,019,383 shares of Common Stock that were outstanding as of September 19, 2023; and (ii) the number of shares of Common Stock, if any, which the relevant person could acquire on exercise of options, warrants, pre-funded warrants or conversion of the preferred stock within 60 days of September 19, 2023.
(2)
This column includes the number of shares of preferred stock. The number of shares of Common Stock that could be obtained upon the conversion of preferred stock at the current conversion rate is included in the column entitled “Amount and Nature of Beneficial Ownership (Common Stock).”
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(3)
Certain purchasers of the preferred stock are entitled to vote upon all matters upon which holders of Common Stock have the right to vote and are entitled to the number of votes equal to the number of full shares of Common Stock into which such shares of preferred stock could be converted at the then applicable conversion rate.
(4)
The Percent of Total Voting Power is calculated by dividing: (A) the aggregate number of shares of Common Stock beneficially owned under Rule 13d-3 of the Exchange Act by the relevant person, including all shares of Common Stock issuable upon conversion of preferred stock, subject to the beneficial ownership limitations contained therein by: (B) the sum of (x) the number of shares of Common Stock issued and outstanding, (y) the number of shares of Common Stock that could be acquired upon the conversion of all shares of preferred stock issued and outstanding, subject to the beneficial ownership limitations contained therein and (z) the number of shares of Common Stock, if any, which the relevant person could acquire on exercise of options or warrants within 60 days of September 19, 2023.
(5)
Includes 54,631 shares of common Stock issuable upon the exercise of options as follows: 25,032 shares of Common Stock at an exercise price of $30.00 per share and 29,599 shares at an exercise price of $14.55 per share that are or will become exercisable within 60 days of September 19, 2023.
(6)
Includes 23,436 shares of Common Stock issuable upon the exercise of options as follows: 20,770 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of September 19, 2023.
(7)
Includes 23,436 shares of Common Stock issuable upon the exercise of options as follows: 20,770 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of September 19, 2023.
(8)
Includes 33,666 shares of Common Stock issuable upon the exercise of options as follows: 31,000 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of September 19, 2023.
(9)
Includes 35,000 shares of Common Stock issuable upon the exercise of options as follows: 31,000 shares of Common Stock at an exercise price of $7.91 per share and 4,000 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of September 19, 2023.
(10)
Consists of: (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of preferred stock at the current conversion rate; (ii) the equivalent of 88,216 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations of the preferred stock) at the current conversion rate; (iii) 6,190,050 shares of Common Stock; and (iv) 33,666 shares of Common Stock issuable upon the exercise of options held by Coliseum Capital Partners, L.P. (“CCP”) and granted for Mr. Shackelton’s services on the Board that are or will become exercisable within 60 days of September 19, 2023 as follows: 31,000 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares of Common Stock at an exercise price of $23.11 per share.
Based on the Form 4 filed June 20, 2023 and Amendment No. 16 to their Schedule 13D filed on May 23, 2023, Coliseum Capital Management, LLC (“CCM”) is an investment adviser whose clients, including CCP, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. Coliseum Capital, LLC (“CC”) is the general partner of CCP. Adam Gray and Christopher Shackelton are the managers of CC and CCM. Mr. Gray and Mr. Shackelton share voting and dispositive power over the securities held by the foregoing entities. The address for each of Christopher Shackelton and CCM is 105 Rowayton Avenue, Rowayton, Connecticut 06853.
(11)
Consists of 500,000 shares of preferred stock, of which 365,511 shares of preferred stock are held by CCP and 134,489 shares of preferred stock are held by an investment advisory client of CCM.
(12)
Includes: (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of preferred stock at the current conversion rate and 88,216 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends; and (ii) 158,695 shares of Common Stock issuable upon the exercise of options at various exercise prices that are or will become exercisable within 60 days of September 19, 2023.
(13)
Consists of: (i) Park West Asset Management LLC, a Delaware limited liability company (“PWAM”), (ii) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”) and (iii) Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, “Park West”). PWAM is the investment manager to PWIMF and Park West Partners International, Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”). Mr. Park is the controlling manager of PWAM.
As of September 19, 2023, PWIMF beneficially held: (i) 206,980 shares of Common Stock; (ii) 266,612 prefunded warrants; and (iii) 88,954 shares of preferred stock convertible into an aggregate of 884,015 shares of Common Stock at the current conversion rate, subject to the ownership limitations described below.
As of September 19, 2023, PWPI held: (i) 28,888 shares of Common Stock, (ii) 23,637 prefunded warrants; and (iii) 11,046 shares of preferred stock convertible into an aggregate of 109,774 shares of Common Stock at the current conversion rate, subject to the ownership limitations described below.
In connection with the partial waiver of anti-dilution adjustments, the PW Funds agreed to exercise in full all of their prefunded warrants effective as of the consummation of the Rights Offering and will receive upon such exercise 449,760 shares of Common Stock (which gives effect to the anti-dilution adjustment as modified by the partial waiver).
The prefunded warrants and preferred stock are subject to exercise and conversion limitations prohibiting the exercise or conversion of each security to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of the Company’s Common Stock. Based on the foregoing, 9.99% of the shares of Common Stock deemed to be issued and outstanding as of September 19, 2023 may be deemed to be beneficially owned: (x) directly by PWIMF, (y) indirectly by PWAM, as the investment manager to the PW Funds, and (z) indirectly by Mr. Park, as the controlling manager of PWAM.
(14)
Based on the Schedule 13G filed on May 19, 2023, Divisadero Street Capital Management, LP (“Divisadero”)is the investment adviser to private investment funds, including Divisadero Street Partners, L.P. (“Divisadero Partners”) (collectively, the “Funds”), and Divisadero Street Partners GP, LLC is the general partner of the Funds. Mr. William Zolezzi is the control person of Divisadero and the General Partner. Divisadero, the Funds, the General Partner and Mr. Zolezzi share voting and dispositive power over the securities. The address for Divisadero, the Funds, the General Partner and Mr. Zolezzi is 3350 Virginia Street, 2nd Floor, Miami, Florida 33133
(15)
The address for Cannell Capital, LLC is 245 Meriwether Circle, Alta, Wyoming 83414.
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LEGAL MATTERS

The validity of the securitiesRights and our Common Stock issuable upon exercise of the Rights offered throughby this prospectus has been passed onupon for us by Holland and Knight LLP.

Paul Hastings LLP, New York, New York.

EXPERTS

The consolidated financial statements of the Company atLazydays Holdings, Inc. as of December 31, 20202022 and 2019,2021 and for each of the years in the two-year period ended December 31, 20202022 and 2019 includedthe effectiveness of internal control over financial reporting as of December 31, 2022 incorporated in this preliminary prospectus by reference from the Lazydays Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2022 have been audited by MarcumRSM US LLP, an independent registered public accounting firm, as stated in their report appearingreports thereon incorporated herein by reference, and are includedhave been incorporated in this preliminary prospectus and Registration Statement in reliance upon such reports and upon the reportauthority of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are currently subject to

The report of RSM US LLP dated February 28, 2023, on the information requirementseffectiveness of internal control over financial reporting as of December 31, 2022, expressed an opinion that Lazydays Holdings, Inc. had not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Exchange ActTreadway Commission in 2013.
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INCORPORATION OF INFORMATION BY REFERENCE
We file annual, quarterly and in accordance therewith file periodiccurrent reports, proxy statements and other information with the Securities andSEC under the Exchange Commission. Act. Our SEC filings are available to the public at the SEC’s website at www.sec.gov.
The SEC maintains an internet siteallows us to “incorporate by reference” information into this prospectus and the registration statement of which this prospectus is a part, which means that contains reports, proxy andwe can disclose important information statements, and other information regarding issuers that file electronicallyto you by referring you to another document filed separately with the SEC at http://www.sec.gov. Additionally, our Internet website is www.lazydays.com. Our reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available, free of charge, under the Investor Relations – Finance Information tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

INCORPORATION BY REFERENCE

The information incorporated by reference is considereddeemed to be a part of this prospectus, andexcept for any later information superseded by information contained directly in this prospectus, any accompanying prospectus supplement, any subsequently filed document deemed incorporated by reference or any free writing prospectus prepared by or on behalf of us. This prospectus incorporates by reference the documents set forth below that we filehave previously filed with the SEC will automatically update(other than information deemed furnished and supersede this information. The documentsnot filed in accordance with SEC rules, including Items 2.02 and other information incorporated by reference are:

7.01 of Form 8-K).
•●
our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023;
•
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, filed with the SEC on April 28, 2023 and July 28, 2023, respectively;
•
our Current Reports on Form 8-K, filed with the SEC on January 27, 2023, February 23, 2023 (excluding information under Item 2.02), June 15, 2023, September 1, 2023, September 12, 2023,October 5, 2023 and October 20, 2023;
•
our definitive proxy statement on Schedule 14A filed with the SEC on May 1, 2023 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022); and
•
the description of our Common Stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2020 (including information specifically incorporated by reference into our Form 10-K from our definitive proxy statement relating to our 2021 annual meeting of shareholders, filed on April 29, 2021) and Amendment to Annual Report on Form 10-K/A for the year ended December 31, 2020 (including information specifically incorporated by reference into our Form 10-K from our definitive proxy statement relating to our 2021 annual meeting of shareholders, filed on April 29, 2021);
●Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021;
●Current Reports on Form 8-K filed with the SEC on January 25, 2021, February 17, 2021, March 23, 2021, April 26, 2021 (two reports), April 29, 2021, May 24, 2021, June 3, 2021, June 10, 2021, June 15, 2021, June 30, 2021, July 20, 2021, September 13, 2021, October 19, 2021 and October 25, 2021;.
●The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on March 15, 2018, including any amendment or report filed for the purpose of updating such description, which description is amended by the description contained in this prospectus; and
●All documents subsequently filed under
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering of the securities described in this prospectus shall be deemed to be incorporated by reference into the prospectus.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectusand before the termination of the offering also shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference. We are not, however, incorporating by reference in this prospectus modifiesany documents or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Notwithstanding the foregoing, weportions thereof that are not incorporating any document or information that we deemed within a Current Report on Form 8-K or Form 8-K/A to have been furnished and not filed in accordance“filed” with SEC rules. You can obtain any of the documents incorporated by reference in this prospectus from the SEC, through the SEC’s website at the address described above,including any information furnished pursuant to Items 2.02 or at our website at www.lazydays.com. We7.01 of Form 8-K.

If requested, we will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documentsinformation that havehas been incorporated by reference in the prospectus contained in the registration statement but not delivered with the prospectus upon oral or written request,prospectus. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into such documents.
To obtain a copy of these filings at no cost, toyou may write or telephone us at the requestor. You can request these documents by calling (813) 246-4999 or making a written request to our Investor Relations department at:

following address:

Lazydays Holdings, Inc.


6130 Lazy Days Boulevard

Blvd.

Seffner, Florida 33584
Telephone: (813) 246-4999
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Attn: Investor Relations

You should rely only on


Rights to Purchase Up to $100,000,000 in Shares of Common Stock,
representing Up to 15,627,441 Shares of Common Stock
Prospectus
  , 2023
Until November 17, 2023 (the 25th day after the information containeddate of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. We have not authorized any personThis is in addition to provide youthe dealers’ obligation to deliver a prospectus when acting as underwriters and with any information that is different.

Please note that information contained in our website (www.lazydays.com), whether currently postedrespect to their unsold allotments or posted in the future, is not a part of this prospectus or the documents incorporated by reference in this prospectus.subscriptions.

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1,712,912 shares of Common Stock

600,000 shares of Series A Convertible Preferred Stock

1,635,772 Warrants

5,962,733 shares of Common Stock Issuable upon Conversion of the Series A Preferred Stock

1,608,522 shares of Common Stock Issuable upon Exercise of the Warrants

Lazydays Holdings, Inc.

Prospectus

                        , 2021

PART II -

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.
Other Expensesexpenses of Issuanceissuance and Distributiondistribution.

The following table sets forth allthe expenses to be paidpayable by the Company, other than underwriting discounts and commissions,us in connection with the offering of securities described in this offering.registration statement. All amounts shown are estimates, except for the SEC registration fee.

SEC registration fee $16,644.53 
Legal fees and expenses $* 
Accounting fees and expenses $* 
Printing and miscellaneous expenses $* 
Total $* 

We will bear all expenses shown below.
Item
​​
Amount
SEC registration fee
​​
$14,760.00
Subscription and Information agent fees and expenses
​​
$15,000
Printing and postage expenses
​​
$30,000
Legal fees and expenses
​​
$350,000
Accounting fees and expenses
​​
$35,000
Miscellaneous fees and expenses
​​
$5,000
Total
​​
$​449,760
Item 14.
Indemnification of Directorsdirectors and Officersofficers.

Section 145(a) of the Delaware General Corporation Law, as amended from time to time (the “DGCL”),DGCL, which the Company is subject to, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Any indemnification under subsections (a) and (b) of Section 145 of the DGCL (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination: (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; (2) by a committee of such directors designated by majority vote of such directors,
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even though less than a quorum; (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) by the stockholders. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 145 of the DGCL and the Company’s Bylaws empower the Company to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under Section 145.

II-1

According to Company’s Amended and Restated Certificate of Incorporation (the “Articles”) and the Bylaws, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of the Article 8 by the stockholders of the Company shall not adversely affect any right or protection of a director of the Company with respect to events occurring prior to the time of such repeal or modification.

The Articles also permits the Company, to the full extent permitted by Section 145 of DGCL, to indemnify all persons whom it may indemnify pursuant thereto. The Articles and Bylaws provide that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding for which such officer or director may be entitled to indemnification under the Articles shall be paid by the Company in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized hereby.

thereby.

According to the Bylaws, the indemnification and advancement of expenses provided by, or granted pursuant to the Bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Item 15.
Recent Salessales of Unregistered Securitiesunregistered securities.

Since January 1, 2020, we have made the following sales of unregistered securities:
On July 8,December 22, 2020, an institutional investor exercised a pre-funded warrant issued in the 2018 PIPE Investmenttransaction with respect to 620,00028,571 shares of our Common Stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 5,755 shares of our Common Stock.
On February 16, 2021, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 11,429 shares of our Common Stock, resulting in the issuance of 11,429 shares of our Common Stock.
On May 6, 2021, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 92,000 shares of our Common Stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 47,866 shares of our Common Stock.
On November 11, 2021, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 85,714 shares of our common stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 619,25939,108 shares of our common stock.

On July 23, 2020,January 5, 2022, an institutional investor exercised a pre-funded warrant issued in the 2018 PIPE Investmenttransaction with respect to 419,14257,143 shares of our common stockCommon Stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 418,78124,276 shares of our common stock.

Common Stock.

On December 22, 2020,6, 2022, an institutional investor exercised a warrant issued in the 2018 PIPE Investmenttransaction with respect to 28,571133,653 shares of our common stockCommon Stock, resulting in the issuance of 133,653 shares of our Common Stock.
On December 6, 2022, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 363,241 shares of our Common Stock resulting in the issuance of 363,241 shares of our Common Stock.
On February 27, 2023, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 7,500 shares of our Common Stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 5,755215 shares of our common stock.

Common Stock.

On March 17, 2021,14, 2023, an institutional investor exercised a warrant issued in the 2018 PIPE Investmenttransaction with respect to 728,571670,807 shares of our common stock pursuant to the cashless exercise provisions on the warrant,Common Stock, resulting in the issuance of 728,571670,807 shares of our common stock.

On, May 6, 2021, an institutional investor exercised a warrant issued in the PIPE Investment with respect to 92,000 shares of our common stock pursuant to the cashless exercise provisions on the warrant, resulting in the issuance of 47,866 shares of our common stock.

On, February 16, 2021, an institutional investor exercised a warrant issued in the PIPE Investment with respect to 11,429 shares of our common stock pursuant to the cashless exercise provisions on the warrant, resulting in the issuance of 11,429 shares of our common stock.

On, March 17, 2021, an institutional investor exercised a warrant issued in the PIPE Investment with respect to 276,737 shares of our common stock pursuant to the cashless exercise provisions on the warrant, resulting in the issuance of 276,737 shares of our common stock.

Common Stock.

The above issuances were exempt from registration under the Securities Act pursuant to Section 3(a)(9) of such act, as exchanges of Company securities by existing security holders where no commission or remuneration was paid or given directly or indirectly for soliciting the exchanges.

On March 17, 2021, two institutional investors of the Company exercised warrants issued in the 2018 PIPE transaction with respect to an aggregate of 1,005,308 shares of Common Stock for cash, resulting in the issuance of 1,005,308 shares of Common Stock and gross proceeds to the Company of approximately $11.3 million, pursuant to agreements executed with the Company on such date. Such issuances were exempt from registration under the Securities Act pursuant to Section 4(a)(2) of such act, and Rule 506(b) thereunder, as issuances made in a private placement to accredited investors.
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Item 16.
Exhibits and Financial Statement Schedulesfinancial statement schedules.

(a)
Exhibits.

The exhibits listed on the Index to Exhibitsbelow are filed as part of this Registration Statement are filed herewith or are incorporated herein by reference to other filings.

registration statement.
(a)
Exhibit
Number
Exhibits

Exhibit Number​​Exhibit
Description
2.1
​
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
​Form of ​
Amended and Restated Certificate of Incorporation of Lazydays Holdings, Inc. (included, including the Certificate of Designations of Series A Convertible Preferred Stock (filed as Annex BExhibit 3.1 to the Proxy Statement/Prospectus/Information StatementCurrent Report on Form 8-K filed on June 3, 2022 and incorporated herein by reference).
3.2
​Form of​
Amended and Restated Bylaws of Lazydays Holdings, Inc. (included, effective January 25, 2023 (filed as Annex BExhibit 3.1 to the Proxy Statement/Prospectus/Information StatementCurrent 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 Din Exhibit 3.1 to the Proxy Statement/Prospectus/Information StatementCurrent Report on Form 8-K filed on June 3, 2022 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 issued to EarlyBirdCapital, Inc. (incorporated by reference to(filed as Exhibit 4.5 of Andina’s Form S-1/A filed on November 6, 2015)2015 and incorporated herein by reference).
4.3
​​
Warrant Agreement between Continental Stock Transfer & Trust Company and Andina (incorporated by reference to(filed as Exhibit 4.7 of Andina’s Form S-1/A filed on November 6, 2015)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 with the SEC 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 with the SEC 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 with the SEC on March 30, 2018 and incorporated herein by reference).
5.1
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#
​​
Subscription and Information Agent Agreement by and between Lazydays Holdings, Inc. and Broadridge Corporate Issuer Solutions, LLC.
5.1#
​​
Opinion of Holland & KnightPaul Hastings LLP.**
10.1
8.1#
​​
Opinion of Paul Hastings LLP relating to the U.S. Tax Matters.
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)2015 and incorporated herein by reference).
10.2
10.2+
​​
2018 Long-Term Incentive Plan+Plan (included as Annex C to the Proxy Statement/Prospectus/Information Statement filed on February 14, 2018 and incorporated herein by reference).
10.3
10.3+
​​
Employment Agreement between Lazydays Holdings, Inc. and William Murnane+Murnane (filed as Exhibit 10.11 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
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Exhibit
Number
​​
Description
10.5.1
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).
10.5.2
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).
10.6
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).
10.7
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).
10.8
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).
10.9
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).
10.10
10.15
​​
Restated Credit Agreement, dated March 15, 2018,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, and various other affiliated entities thereafter parties thereto, as Borrowers, Manufacturers and Traders Trust Company, as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and various other financial institutions who may become lenderas Lender parties thereto (filed as Exhibit 10.1010.1 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 March 21, 2018)May 17, 2022 and incorporated herein by reference).
10.11
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)2018 and incorporated herein by reference).

10.18
II-3​

10.12​
Guaranty Agreement, dated March 15, 2018, by certain parties named therein (filed as exhibitExhibit 10.12 to the Form 8-K filed on March 21, 2018)2018 and incorporated herein by reference).
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Exhibit
Number
​​
Description
10.13
10.19
​​
Form of Registration Rights Agreement between Lazydays Holdings, Inc. and the PIPE investors.investors (filed as Exhibit 10.13 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed with the SEC on March 30, 2018 and incorporated herein by reference).
10.14
10.20
​​
Form of Registration Rights Agreement between Lazydays Holdings, Inc. and the PIPE investors.investors (filed as Exhibit 10.14 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed with the SEC on March 30, 2018 and incorporated herein by reference).
10.15
10.21+
​​
Employment Offer Letter between Lazydays Holdings, Inc. and Nicholas Tomashot.+Tomashot (filed as Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed with the SEC on May 22, 2018 and incorporated herein by reference).
10.16
10.22
​Second Amendment to Credit Agreement, dated as of December 6, 2018, by and among the Borrowers named therein, the Guarantors named therein and Manufacturers and Traders Trust Company (filed as Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on December 12, 2018 and incorporated herein by reference).
10.17​
Lazydays Holdings, Inc. 2019 Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Form 8-K filed on May 23, 2019)2019 and incorporated herein by reference).
10.18
10.23+
​​
Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan (filed as exhibit 10.2Exhibit 10.21 to the Form 8-K filed on May 23, 2019).
10.19

Third Amendment and Joinder to Credit Agreement, dated as of March 6, 2020, by and among the Existing Borrowers named therein, Lone Star Acquisition LLC, authorized to conduct business in the State of Texas as Lone Star Land of Houston, LLC, Lone Star Diversified, LLC, the Guarantors named therein, Manufacturers and Traders Trust Company and the lenders party to the credit agreement (filed as Exhibit 10.19 to Annual Report on Form 10-K for the year ended December 31, 2019,2022 and incorporated herein by reference).
10.20
10.24
​Fourth Amendment and Joinder to Credit Agreement, dated as of April 16, 2020, by and among the Borrowers named therein, the Guarantors named therein, Manufacturers and Traders Trust Company and the lenders party to the credit agreement (filed as Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference).
10.21​Amended and 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 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and incorporated herein by reference).
10.22
Form of Term Note (U.S. Small Business Administration Paycheck Protection Program) in favor of M&T Bank (filed as Exhibit 10.1 to Current Report onthe 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, 2020,2022 and incorporated herein by reference).
23.1
23.1*
​Consent of Marcum LLP.*
23.2​
Consent of RSM US LLP.*
23.3
23.2#
​Consent​
Consents of Holland & KnightPaul Hastings LLP (included with Exhibit 5.1)in Exhibits 5.1 and 8.1).**
24.1
24.1#
​Power​
Powers of Attorney (included withAttorney.
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.
99.8#
​​
Consent dated as of October 12, 2023 by Lazydays Holdings Inc. (the “Company”) and the holders of the Series A Convertible Preferred Stock of the Company listed on the signature page of this Form S-1).thereto.
101.INS
107#
​XBRL Instance Document.*​
Filing Fee Table
101.SCGXBRL Taxonomy Extension Schema.*
101.CALXBRL Taxonomy Calculation Linkbase.*
101.DEFXBRL Taxonomy Definition Linkbase.*
101.LABXBRL Taxonomy Extension Label Linkbase.*
101.PREXBRL Taxonomy Extension Presentation Linkbase.*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
*
Filed herewith.
**
To be filed by amendment.
+
ManagementIndicates management contract or compensatory plan or arrangement.plan.

#
Filed previously.
(b)
Financial statement schedules.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.
Item 17.
UndertakingsUndertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(a)
II-4The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
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(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration

statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high endand of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20%20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) and

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement or any material change to such information in the registration statement;statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: if the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to
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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) For determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section

Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
II-5Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(I) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seffner,Tampa, State of Florida, on the 23rd day of November, 2021.

October 20, 2023.
​​
LAZYDAYS HOLDINGS, INC.
​​
By:​​
By:
​​
/s/ William P. MurnaneJohn North
​William P. Murnane​
​​
John North
​​
​​
Chief Executive Officer and Chairman

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William P. Murnane and Nicholas J. Tomashot and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
​Title​
Title
​​
Date
​​
​​
/s/ William P. MurnaneJohn North
​​
Chief Executive Officer and ChairmanDirector
(Principal Executive Officer)
​November 23, 2021​
October 20, 2023
William P. Murnane
John North
​(Principal Executive Officer)​
​​
​​
/s/ Nicholas J. TomashotKelly Porter
​​
Chief Financial Officer
November 23, 2021
Nicholas J. Tomashot


(Principal Financial Officer and


Principal Accounting Officer)
​​
October 20, 2023
Kelly Porter
​Principal Accounting Officer)​
​​
​​
/s/ Jerry Comstock
*
​Director​
Director and Chairman of the Board
November 23, 2021​​
October 20, 2023
Jerry Comstock
Christopher S. Shackelton
​​
​​
​​
/s/ Robert T. DeVincenzi
*
​Director​
Lead Independent Director
November 23, 2021​​
October 20, 2023
Robert T. DeVincenzi
​
​​
​​
*
​​
Director
​​
October 20, 2023
Jordan Gnat
​
​​
​​
/s/ Susan Scarola
​​
Director
​​
October 20, 2023
Susan Scarola
​
​​
​​
*
​​
Director
​​
October 20, 2023
James J. Fredlake
DirectorNovember 23, 2021​
James J. Fredlake
​​
​​
*
​​
Director
​​
October 20, 2023
/s/ Jordan Gnat
Jerry Comstock
DirectorNovember 23, 2021​
Jordan Gnat
​​
​​
/s/ Suzanne Tager
​​
Director
​​
October 20, 2023
Suzanne Tager
​
*By:
​​
/s/ Erica SerowJohn North
​Director​November 23, 2021
Erika Serow
​​
John North
Attorney-in-Fact
​​
/s/ Christopher S. ShackeltonDirectorNovember 23, 2021
Christopher S. Shackelton

II-6

II-9