S-1/A: EzFill Holdings Files Amendment No. 11 to Registration Statement, Outlines Acquisition of NextNRG and Public Offering

EzFill Holdings, Inc. has filed an amendment to its registration statement detailing a public offering of 5,000,000 shares of common stock, the acquisition of NextNRG Holding Corp., and other corporate actions.

Summary

• EzFill Holdings, Inc. has filed Amendment No. 11 to its registration statement on Form S-1, outlining a firm commitment public offering of 5,000,000 shares of common stock at an assumed price of $3.00 per share.
• The company plans to acquire NextNRG Holding Corp. concurrently with the closing of this offering, and the offering will not be completed unless the acquisition also closes.
• The acquisition of NextNRG will result in the issuance of 100,000,000 shares of common stock to the NextNRG shareholders, with 50,000,000 shares vesting immediately and the remaining 50,000,000 shares subject to vesting or forfeiture based on certain milestones.
• Michael Farkas, the CEO of NextNRG, will become the Executive Chairman and CEO of EzFill after the acquisition, and will control approximately 75.2% of the voting power.
• The company has also entered into an agreement to acquire Yoshis mobile fueling assets for $2,000,000, consisting of cash, common stock, and a promissory note.
• The company has also entered into a Letter of Understanding with Shell for the purchase of 78 trucks and certain above ground tanks for $5,345,077.
• The company has also entered into a Mobile Fueling Vendor Agreement with Amazon for mobile fueling services.
• The company has also issued promissory notes to NextNRG for working capital needs, which were subsequently converted into 3,525,341 shares of common stock.
• The company has also issued 363,000 shares of Series A Preferred Stock to AJB Capital Investments LLC in exchange for certain promissory notes.
• The company has also agreed to issue 140,000 shares of Series B Convertible Preferred Stock to NextNRG for $1,400,000.
• The company has filed a Definitive Information Statement on Schedule 14C with the SEC in connection with the approval by the holders of a majority of the Companys voting capital stock, by written consents in lieu of meetings delivered on September 25, 2024, pursuant to Section 228 of the Delaware General Corporation Law (DGCL) and Section 9 of Article II of our bylaws, providing approval for the following corporate actions: (i) approving conversions of Series A Preferred Stock and Series B Preferred Stock which will result in shares of the Companys Common Stock issued that is equal or greater than 20% of the Companys issued and outstanding shares of Common Stock as of the date of such issuance; and (ii) approving an amendment to the Second Amended and Restated Exchange Agreement between the Company and NextNRG executed on June 11, 2024, whereby the consideration to NextNRG was increased to 100,000,000 shares of Common Stock as well as additional changes to the vesting conditions on the shares of Common Stock under such agreement, referred to herein together as the Authorizations.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there are positive developments such as acquisitions and new agreements, the company faces significant financial challenges, including a history of losses, a going concern opinion from its auditors, and substantial dilution from the NextNRG acquisition. The high level of control by Michael Farkas also raises concerns about corporate governance.

Positives

• The acquisition of NextNRG is expected to position EzFill as a leader in wireless/touchless fueling for both internal combustion and electric vehicles.
• The acquisition of Yoshis mobile fueling assets will expand EzFills operations into California, Michigan, Tennessee, and Texas.
• The agreement with Amazon provides a significant opportunity for growth in the commercial fueling sector.
• The company has regained compliance with Nasdaq listing requirements.

Negatives

• The company has a history of losses and may require substantial additional capital to support operations and growth.
• The company is a controlled company, which may limit stockholder protections.
• The Share Exchange will result in significant dilution to the Companys stockholders.
• The company is dependent on a small number of fuel suppliers, increasing the risk of supply interruptions.
• The company is subject to various risks including competition, regulatory changes, and fluctuations in fuel prices.

Risks

• The company will require substantial additional capital to support its operations and growth plans, and such capital may not be available on terms acceptable to the company.
• Operating and litigation risks may not be covered by insurance.
• Future climate change laws and regulations and the market response to these changes may negatively impact the companys operations.
• The Share Exchange will result in significant dilution to the Companys stockholders.
• High fuel prices can lead to customer conservation and attrition, resulting in reduced demand for the companys product.
• Low fuel prices may also impact the companys profitability.
• The concentration of sales in certain large customers could result in significantly lower future revenue.
• Changes in commodity market prices may have a negative effect on the companys liquidity.
• The decline of the retail fuel market may impact the companys potential to get new customers.
• Competition in the mobile fuel delivery industry may negatively impact the companys operations.
• The companys auditors have issued a going concern opinion on the companys financial statements.
• The companys current dependence on a small number of fuel suppliers increases the risk of an interruption in fuel supply, impacting operations.
• Local governments may make and enforce laws and regulations that ban mobile fuel delivery.
• The Companys common stock is concentrated in a small number of shareholders.
• Additional stock offerings in the future may dilute your percentage ownership of our company.
• The Company is a controlled company within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Future Outlook

The company intends to use the net proceeds from this offering for the expansion of its business, and general corporate purposes, including working capital. The company plans to continue growing strategically in major metros and metropolitan statistical areas (MSAs) in Florida and eventually other states.

Management Comments

• The Company believes consumers and commerces pain points in the time, risk and costs of fueling at stations can be resolved by our on-demand and subscription-based fuel delivery services.
• The Company has begun to disrupt the gas station fueling model by providing consumers and businesses the convenience of gas fueling services brought directly to their locations.
• The Company believes EzFill, following the acquisition of NextNRG, is poised to become the wireless/touchless fueling provider for all types of vehicles, both internal combustion and electric.

Industry Context

The document highlights the increasing trend of at-home and at-work delivery services, and positions EzFill as a company capitalizing on this trend in the $500 billion fueling services market. The company is disrupting the traditional gas station model by offering a convenient and touch-free way for consumers and businesses to fuel their vehicles.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards, but it does mention that EzFill is the only company providing fuel delivery on-demand or in subscription to customers in three verticals: consumer, commercial, and specialty.
• The document also notes that the retail gasoline industry has been declining over the past several years, which suggests that EzFill is attempting to disrupt a traditional industry with a new business model.
• The document also notes that the company is competing with other mobile fuel delivery companies nationwide, but does not provide specific details on how its results compare to those of its competitors.

Management Changes

Corporate Governance

Related Party Transactions

• The company has entered into multiple promissory notes with NextNRG, a related party, for working capital needs.
• The company has entered into an Exchange Agreement with NextNRG, a related party, for the acquisition of NextNRG.
• The company has entered into a Stock Purchase Agreement with NextNRG, a related party, for the issuance of Series B Convertible Preferred Stock.
• The company has entered into a consulting agreement with Mountain Views Strategy Ltd, a company owned by a director.
• The company has entered into a services agreement with Telx Computers Inc., a company owned by the Chief Technology Officer.

Stakeholder Impact

• Shareholders will experience significant dilution due to the issuance of shares for the NextNRG acquisition.
• Employees may benefit from the growth and expansion of the company.
• Customers will have access to a wider range of fueling options and services.
• Suppliers may benefit from increased demand for fuel and related products.
• Creditors may be impacted by the companys financial performance and ability to repay debts.

Next Steps

• The company will close the acquisition of NextNRG concurrently with the closing of this offering.
• The company will integrate Yoshis assets, operations, and customers into its infrastructure.
• The company will continue to expand its operations in Florida and other states.
• The company will seek to obtain the approval of the stockholders of the Company for the adoption and approval of the Exchange Agreement, as amended, and the transactions contemplated thereby including the issuance of the Companys common stock thereunder.

Key Dates

Keywords

mobile fueling, electric vehicle charging, reverse acquisition, public offering, NextNRG, EzFill, renewable energy, microgrids, wireless charging, fuel delivery