S-1/A: EzFill Holdings, Inc. Announces Public Offering and Acquisition of NextNRG Holding Corp.

EzFill Holdings, Inc. plans to raise capital through a public offering and simultaneously acquire NextNRG Holding Corp., aiming to expand its mobile fueling and renewable energy technology.

Summary

• EzFill Holdings, Inc. is conducting a public offering of 5,000,000 shares of common stock at an assumed price of $3.00 per share.
• Concurrently with the offering, EzFill will acquire NextNRG Holding Corp. in a share exchange, issuing 100,000,000 shares of common stock.
• The acquisition of NextNRG is contingent upon the closing of the public offering.
• The company has granted the underwriters a 45-day option to purchase up to 750,000 additional shares.
• The company has also entered into an agreement to purchase the mobile fueling assets of Yoshi, Inc. for $2,000,000.
• 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 aspects such as the acquisition of new technologies and expansion plans, the financial results, risks, and dependence on related parties raise concerns. The sentiment is cautiously optimistic but with significant risks.

Positives

• The acquisition of NextNRG will bring artificial intelligence and machine learning solutions in the renewable energy and wireless EV charging space.
• The acquisition of Yoshi, Inc. will expand the Companys mobile fueling assets.
• The company has regained compliance with the NASDAQ Equity Rule.
• The company has a strong foothold in the South Florida market and are currently the dominant player in the area.

Negatives

• The Share Exchange will result in significant dilution to the Companys stockholders.
• The company has a history of losses and may not be able to achieve or maintain profitability.
• The company is dependent on a small number of fuel suppliers, increasing the risk of supply interruptions.
• The company is a controlled company, which may limit stockholder protections.

Risks

• The company will require substantial additional capital to support its operations and growth plans.
• Operating and litigation risks may not be covered by insurance.
• Future climate change laws and regulations may negatively impact operations.
• High fuel prices can lead to customer conservation and attrition.
• Competition in the mobile fuel delivery industry may negatively impact operations.
• The company is a controlled company, which may limit stockholder protections.
• The company's auditors have issued a going concern opinion on its financial statements.

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 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.

Management Comments

• Michael D. Farkas, the Chief Executive Officer of NextNRG, is the holder (through NextNRG) and the beneficial owner of approximately 66.5% of the Companys common stock and therefore controls a majority of the voting power of the Companys outstanding common stock and accordingly, he has the ability to determine all matters requiring approval by stockholders.
• After the closing of this offering and the closing of the acquisition of NextNRG, Mr. Farkas will control approximately 75.2% of the voting power of our outstanding common stock, and, therefore will control a majority of the voting power of the Companys outstanding common stock and accordingly, he will have the ability to determine all matters requiring approval by stockholders.
• Additionally, at the closing of the acquisition of NextNRG, the Company has agreed to appoint Mr. Farkas to the board of directors as Executive Chairman and to appoint him as the Chief Executive Officer of the Company.

Industry Context

The company is capitalizing on the increasing trend of at-home or at-work delivery of products and services, applying this convenience to the $500 billion fueling services market. The company is disrupting the traditional gas station model by providing on-demand and subscription-based fuel delivery services.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• The document does mention that the company is the only one providing fuel delivery on-demand or in subscription to customers in three verticals CONSUMER, COMMERCIAL and SPECIALTY.
• The document does mention that the company is the dominant player in the South Florida market.

Management Changes

Related Party Transactions

• The company has entered into several promissory notes with NextNRG, a related party.
• The company has entered into an exchange agreement with NextNRG, a related party.
• The company has entered into a stock purchase agreement with NextNRG, a related party.
• 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 new shares.
• Employees may experience changes in management and organizational structure.
• Customers may benefit from expanded services and technology.
• Suppliers may see increased business opportunities with the combined company.
• Creditors may be impacted by the companys increased debt and potential for future capital raises.

Next Steps

• The company will close the acquisition of NextNRG concurrently with the closing of the public offering.
• The company will complete the acquisition of the mobile fueling assets of Yoshi, Inc. on or before December 2, 2024.
• The company will disseminate a definitive Information Statement on Schedule 14C in November 2024.

Key Dates

Keywords

mobile fueling, renewable energy, electric vehicle charging, reverse acquisition, public offering, NextNRG, Yoshi, capital raise, share exchange, stock dilution