As filed with the Securities and Exchange Commission on February 1, 2024
Registration No. 333-275761
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Amendment No. 3)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EzFill Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 5500 | 83-4260623 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification Number) |
67 NW 183rd St.,
Miami, Florida 33169
305-791-1169
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Yehuda Levy
Chief Executive Officer
EzFill Holdings, Inc.
67 NW 183rd St.,
Miami, Florida 33169
305-791-1169
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq. | Mitchell S. Nussbaum, Esq. | |
Jeff Cahlon, Esq. | Norwood P. Beveridge, Esq. | |
Sichenzia Ross Ference Carmel LLP | Lili Taheri, Esq. | |
1185 Avenue of the Americas | Loeb & Loeb LLP | |
New York, New York 10036 | 345 Park Avenue | |
Tel: (212) 930-9700 | New York, New York 10154 | |
Tel: (212) 407-4000 |
(Approximate date of commencement of proposed sale to the public)
As soon as practicable after the effective date of this Registration Statement
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☒
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
EZFill Holdings, Inc. is filing this Amendment No. 3 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-275761) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. Exhibits and Financial Statement Schedules.
II-1 |
II-2 |
+ Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been omitted because it is both not material and the type of information that the Company treats as private or confidential.
II-3 |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Miami, State of Florida, on February 1, 2024.
EzFILL HOLDINGS, INC. | ||
By: | /s/ Yehuda Levy | |
Yehuda Levy | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated
Signature | Title | Date | ||
/s/ Yehuda Levy | Chief Executive Officer and Director | February 1, 2024 | ||
Yehuda Levy | (Principal Executive Officer) | |||
/s/ * | Chief Financial Officer | February 1, 2024 | ||
Michael Handelman | (Principal Financial and Accounting Officer) | |||
/s/ * | ||||
Bennett Kurtz | Director | February 1, 2024 | ||
/s/ * | ||||
Jack Leibler | Director | February 1, 2024 | ||
/s/ * | ||||
Sean Oppen | Director | February 1, 2024 | ||
/s/ * | ||||
Daniel Arbour | Director | February 1, 2024 |
* By: | /s/ Yehuda Levy | |
Yehuda Levy | ||
Attorney-In-Fact |
II-4 |