Lazydays Holdings Inc美股招股说明书(2025-01-13版)

Rights to Purchase Up to $25,000,000 in Shares of Common Stock,representing Up to 24,271,844 Shares of Common Stock Lazydays Holdings, Inc. (the “Company,” “we,” “us” or “our”) is distributing to the holders (excluding the PIPE Investors (as defined below), whohave waived their and their respective affiliates’ rights to receive the Rights (as defined below) to the extent any of them are holders as of the Record Date(as defined below)) (such non-excluded holders, collectively, the “Holders”) of our outstanding shares of common stock, par value $0.0001 per share (the“Common Stock”) and our outstanding warrants (the “Warrants”), in each case as of the Record Date (as defined below), non-transferable rights (the“Rights”) to purchase up to an aggregate of $25,000,000 in shares of our Common Stock at a cash subscription price of $1.03 per share (the “RightsOffering”). Assuming the Rights Offering is fully subscribed, we currently expect to receive aggregate gross proceeds of $25,000,000 before payment ofexpenses. 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 January 13, 2025 (the“Record Date”). Holders, as of the Record Date, will receive one Right for every share of Common Stock held or issuable upon exercise or conversion ofWarrants held as of the Record Date. The Rights will expire if they are not exercised by 5:00 p.m., New York City time, on February 5, 2025, the expected expiration date of this RightsOffering. We, in our sole discretion, may extend the period for exercising the Rights. Rights which are not exercised by the expiration date of the RightsOffering will expire and will have no value. You should carefully consider whether or not to exercise your Rights before the expiration date. Once youhave exercised your Rights, your exercise may not be revoked. Rights may only be exercised in whole numbers of shares of Common Stock, and we will not issue fractional shares. Each Right will entitle you topurchase 1.27 shares (as well as the right to purchase any additional shares pursuant to the Over-Subscription Right (as defined below)) at a subscriptionprice per whole share of Common Stock equal to $1.03. After aggregating all of the shares subscribed for by a particular Holder, including sharessubscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of theRights 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 whichyou may subscribe, with such adjustments as may be necessary to ensure that we offer a maximum of 24,271,844 shares of Common Stock in the RightsOffering. 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 (excluding the holdings of thePIPE Investors and affiliates thereof who have waived their respective rights to receive the Rights). If you exercise your Basic Subscription Right in full,and other Holders do not, you will be entitled to purchase additional shares if you exercise an Over-Subscription Right to purchase a portion of theunsubscribed shares at the subscription price, subject to the availability and pro rata allocation of Common Stock among persons exercising this Over-Subscription Right. See “Questions & Answers — What are the limitations of the Over-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 18 of this prospectus, the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and inour Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, and all other informationincluded or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights. Our Common Stock is listed on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “GORV.” OnJanuary 10, 2025, the last reported sale price of our Common Stock was $0.87. The Rights are non-transferrable, except that Rights will be transferable byoperation 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 tradingon Nasdaq or any other stock exchange or market. You are urged to obtain a current price quote for our Common Stock before exercising your Rights. Neither the Company, the Financing Committee (as defined below), nor our board of directors (the “Board”) makes any recommendation to Holdersregarding whether they should exercise or let lapse their Rights. You should