Esther L. Moreno
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, FL 33131
T: 305 374 5600
F: 305 374 5095
esther.moreno@akerman.com
May 24, 2018
VIA EDGAR
Ms. Mara L. Ransom
Assistant Director
Office of Consumer Products
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
RE: | Lazydays Holdings, Inc. | |
Amendment No. 2 to Registration Statement on Form S-1 | ||
Filed May 22, 2018 | ||
File No. 333-224063 |
Dear Ms. Ransom:
On behalf of Lazydays Holdings, Inc. (the “Company” or “Lazydays”), we hereby respond to the Staff’s comment letter, dated May 22, 2018, regarding the above referenced Amendment No. 2 to the Form S-1 filed on May 22, 2018 (the “Form S-1”). Please note that, for the Staff’s convenience, we have recited the Staff’s comment in boldface type and provided our response to the comment immediately thereafter.
General
1. | We note that you have revised your registration statement to register units issuable upon exercise of options, which units consist of warrants to purchase common stock. You have also registered the underlying warrants and common stock. Because the underlying layers of the options are not yet outstanding, you may not register them at this time. Please note that we permit the registration of securities for resale where only one layer of the securities is not yet outstanding. |
Response:
We acknowledge the Staff’s comment and we have removed the warrants issuable upon exercise of the unit purchase options and the common stock issuable upon exercise of such warrants from the securities being registered in the Form S-1.
U.S. Securities and Exchange Commission
May 24, 2018
Page 2
We believe the responses provided above fully address the Staff’s comments. If you have any questions, please call the undersigned at 305-982-5519.
Sincerely, | |
/s/Akerman LLP | |
AKERMAN LLP |
cc: | Securities and Exchange Commission |
Danilo Castelli, Staff Attorney |
Lazydays Holdings, Inc. | |
William P. Murnane, Chief Executive Officer | |
Nicholas Tomashot, Chief Financial Officer | |
James Meehan, Controller |
Akerman LLP | |
Larry W. Ross II, Esq. |