Lazydays Holdings Inc 2024年度报告

FORM10-K/A Amendment No. 1 (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ________ Commission file number:001-38424 Lazydays Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware82-4183498(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 4042 Park Oaks Blvd,Suite 350Tampa,Florida33610(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(813)246-4999 Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per shareGORVNasdaqCapital Market Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.x Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox The aggregate market value of voting shares of common stock held by non-affiliates of the registrant as of June28, 2024(based on the last reported sales price of such stock on the Nasdaq Capital Market on such date, the last business day of the registrant’squarter ended June30, 2024, of $2.54 per share) was approximately $18.9million. The registrant has no non-voting common stock. As of March24, 2025, the registrant had110,125,758shares of common stock outstanding. None. EXPLANATORY NOTE Lazydays Holdings, Inc. (“Lazydays,” “we,” “us,” “our,” or the “Company”) is filing this Amendment No. 1 to its Annual Report onForm 10-K for the year ended December 31, 2024 (this “Amendment”), as filed with the Securities and Exchange Commission (the“SEC”) on March 31, 2025 (the “Original Filing”), (i) to reflect the restatement of the Company’s audited consolidated financialstatements as of and for the year ended December 31, 2024 contained in the Original Filing (the “Restatement”) and (ii) for thepurposes of amending and supplementing the information required by Items 10 through 14 of Part III of Form 10-K. This Amendmentalso adjusts the report by RSM US LLP, the Company’s independent registered public accounting firm (“RSM”), that had appeared onpage F-1 of the Original Filing. In addition, the Company is including in this Amendment currently dated certifications from its Chief Executive Officer and ChiefFinancial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, attached hereto as E