Initial Registration Statement Form S 1

As filed with the U.S. Securities and Exchange Commission on December 2, 2024

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lazydays Holdings, Inc.

(Exact name of registrant as specified in its charter)

4042 Park Oaks Boulevard, Suite 350

Tampa, Florida 33610

Telephone: (813) 246-4999

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Ronald Fleming

Interim Chief Executive Officer

Lazydays Holdings, Inc.

4042 Park Oaks Boulevard, Suite 350

Tampa, Florida 33610

Telephone: (813) 246-4999

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

William J. Goodling

Steven H. Hull

Stoel Rives LLP

760 SW Ninth Avenue, Suite 3000

Portland, Oregon 97205

(503) 294-9501

(503) 294-9122

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.

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 pursuant 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 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

Subject to completion, dated December 2, 2024

Preliminary Prospectus

 

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), who have 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 "Rights Offering"). Assuming the Rights Offering is fully subscribed, we currently expect to receive aggregate gross proceeds of $25,000,000. 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 [•], 2024 (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 of Warrants 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 [•], 2024, the expected expiration date of this Rights Offering. We, in our sole discretion, may extend the period for exercising the Rights. Rights which are not exercised by the expiration date of the Rights Offering will expire and will have no value. You should carefully consider whether or not to exercise your Rights before the expiration date. Once you have 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 to purchase [3.05] shares (as well as the right to purchase any additional shares pursuant to the Over-Subscription Right (as defined below)) at a subscription price per whole share of Common Stock equal to $1.03. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights 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 which you 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 Rights Offering. 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 the PIPE 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 the unsubscribed 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 in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, and all other information included 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." On [•], 2024, the last reported sale price of our Common Stock was $[•]. The Rights are non-transferrable, except that Rights will be transferable by operation 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 trading on 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 Holders regarding whether they should exercise or let lapse their Rights. You should carefully consider whether to exercise your Rights before the expiration of the Rights Offering period. All exercises of Rights are irrevocable.

The Company has entered into Securities Purchase Agreements (the "PIPE Purchase Agreements") for the offer and sale of an aggregate of 29,126,212 shares of Common Stock, at a price per share of $1.03, to (i) Alta Fundamental Advisers Master LP ("Alta Fundamental"), Star V Partners LLC ("Star V") and Blackwell Partners LLC - Series A ("Blackwell" together with Alta Fundamental and Star V, the "Alta PIPE Purchasers"), each an advisory client of Alta Fundamental Advisers LLC, and (ii) Coliseum Capital Partners, L.P. ("CCP") and Blackwell (Blackwell together with CCP, the "CCM PIPE Purchasers" and together with the Alta PIPE Purchasers, the "PIPE Investors") each an advisory client of Coliseum Capital Management, LLC ("CCM"), in transactions exempt from registration under the Securities Act of 1933 (the "PIPE"). In addition, the Company has agreed to sell 9,708,737 shares of Common Stock, at a price per share of $1.03, to CWGS Ventures, LLC (the "Camping World Stock Sale"), an affiliate of Camping World Holdings, Inc. ("Camping World"), pursuant to an Asset Purchase Agreement by and among the Company, Camping World and certain of their respective subsidiaries. Pursuant to the Securities Purchase Agreements, the PIPE Investors, together with their respective affiliates, have irrevocably waived their respective rights to receive any distribution of the Rights or otherwise participate in the Rights Offering to the extent they hold our securities as of the Record Date, provided, however, that Blackwell has waived its rights only to the extent of securities of the Company subject to the Investment Management Agreement with CCM and Alta.

In addition, the Company has entered into a Limited Waiver and Third Amendment (the "Third M&T Credit Agreement Amendment") to its syndicated, senior secured floorplan credit facility and revolving credit facility, evidenced by a Second Amended and Restated Credit Agreement (as amended from time to time, the "M&T Credit Agreement") with Manufacturers and Traders Trust Company, as administrative agent. The PIPE Purchase Agreements, as a condition to the PIPE Investors' investment in the Company, and the Third M&T Credit Agreement Amendment require that the Company conduct the Rights Offering to ensure that the Holders have the right, but not the obligation, to invest in our Common Stock at the same price of $1.03 per share as the investors in the PIPE and the Camping World Stock Sale. See "Prospectus Summary-Recent Developments."

The terms of the Rights Offering were recommended by a special independent committee of our Board (the "Financing Committee"), composed solely of independent directors from our Board, and approved by the Board, at the recommendation of the Financing Committee, upon its determination that the Rights Offering was advisable, fair and in the best interests of the Company and its stockholders. The Financing Committee has authority to approve certain additional amendments or modifications of the terms or conditions of the Rights or the Rights Offering, subject to the requirements of the PIPE Purchase Agreements and the Third M&T Credit Agreement Amendment.

This Rights Offering is being made directly by us. We are not using an underwriter or selling agent. Broadridge Corporate Issuer Solutions, LLC will serve as the subscription agent ("Subscription Agent") and the information agent ("Information Agent") for the Rights Offering. The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering. If you want to participate in this Rights Offering and you are the record holder of your securities, we recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in this Rights Offering and you hold securities through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank, or other nominee. For a more detailed discussion, see "The Rights Offering - The Rights" beginning on page 27.

If you have any questions or need further information about this Rights Offering, please contact the Information Agent toll-free at 888-789-8409 or via email at [email protected]. It is anticipated that delivery of the shares of Common Stock purchased in this Rights Offering will be made on or about [•], 2024 (the fifth business day following the expiration date), unless the expiration date is extended.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated    , 2024

Table of Contents

ABOUT THIS PROSPECTUS

Unless otherwise stated or the context otherwise requires, the terms "Lazydays," the "Company," "we," "us" and "our" refer to Lazydays Holdings, Inc. and its subsidiaries.

You should read this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use in connection with this offering in their entirety before making an investment decision. You may read the other reports we file with the Securities and Exchange Commission (the "SEC") at the SEC's website or at the SEC's offices described below under the heading "Incorporation of Information by Reference." These documents contain important information you should consider when making your investment decision.

We have not authorized anyone to provide you with any information other than that contained in or incorporated by reference into this prospectus, or in any free writing prospectuses we have authorized for use in connection with this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, in each case, regardless of the time of delivery of this prospectus or any exercise of the Rights. Our business, financial condition, results of operations and prospects may have changed since that date.

Market data and other statistical information incorporated by reference into this prospectus are based on independent industry publications, government publications, reports by market research firms and other published independent sources. Some data is also based on our good faith estimates, which we derive from our review of internal surveys and independent sources. Although we believe these sources are reliable, we have not independently verified the information. We neither guarantee its accuracy nor undertake a duty to provide or update such data in the future.

This prospectus and the documents incorporated by reference into this prospectus may include trademarks, service marks and tradenames owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference in this prospectus and the documents incorporated by reference into this prospectus are the property of their respective owners.

We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

This Rights Offering is being made directly by us. We have retained Broadridge Corporate Issuer Solutions, LLC to serve as our Subscription Agent and as our Information Agent for this Rights Offering.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Registration Statement on Form S-1 constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Registration Statement on Form S-1 and the prospectus, including, without limitation, the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are "forward-looking" statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" or "continue" or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements, and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or "cautionary statements," include, but are not limited to:

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus and the incorporated documents are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from such forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus or the documents incorporated by reference speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

QUESTIONS & ANSWERS

The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information from this prospectus and the documents incorporated by reference in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus and the documents incorporated by reference in this prospectus contain more detailed descriptions of the terms and conditions of the Rights Offering and provide additional information about us and our business, including potential risks related to the Rights Offering and the shares of our Common Stock.

Exercising the Rights and investing in our Common Stock involves significant risks. We urge you to carefully read the section titled "Risk Factors" beginning on page 18 of this prospectus and the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.

A: The Rights Offering is a distribution of Rights on a pro rata basis to Holders of our Common Stock and Warrants (in the case of the Warrants, as though such Warrants are exercised in full and on an as-converted basis) (excluding the PIPE Investors and the respective affiliates thereof to the extent holders as of the Record Date) who hold such securities as of 5:00 p.m., New York City time, on [•], 2024, the Record Date. "Pro rata" means, in proportion to the number of total shares of our Common Stock that our Holders hold on the Record Date on an as-converted basis (assuming the exercise of the Warrants in full). You will receive one Right for every share of Common Stock held or issuable upon exercise or conversion of Warrants held as of the Record Date. We will not issue fractional shares of Common Stock in the Rights Offering. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 24,271,844 shares of Common Stock in the Rights Offering. In the unlikely event that, because of the rounding of fractional shares, this Rights Offering would have been subscribed in an amount in excess of 24,271,844 shares of Common Stock, all Holders' shares issued in this Rights Offering will be reduced in an equitable manner. Any excess subscription payments received by the Subscription Agent in respect of fractional shares will be returned promptly after the expiration of the Rights Offering without interest or deduction.

A: Due to industry-wide challenges facing the recreational-vehicle ("RV") retail industry and the decline in our operational performance to levels below prior expectations, we determined that we needed to raise additional capital to support our balance sheet and provide additional working capital for our operations. On August 7, 2023, our Board of Directors (the "Board") formed a Financing Committee of the Board (the "Financing Committee"), composed solely of independent directors.

Consistent with its mandate, the Financing Committee explored various financing alternatives throughout the first half of 2024 and concluded that the following capital-raising transactions are most likely to achieve the Company's objectives on the terms and on a timeline that is in the best interests the Company and of our stockholders. The below transactions were then negotiated at the direction of the Financing Committee and were considered by the Financing Committee over the course of various meetings held in the weeks preceding its recommendation of such transactions, following which the Financing Committee recommended, and the Board unanimously approved, the following transactions:

resulting from: (a) its inability to comply with the minimum EBITDA financial covenant with respect to June, July, August, September and October 2024; (b) its inability to comply with the minimum liquidity financial covenant for July, August, September and October 2024; (c) its inability to comply with the minimum current ratio financial covenant for the fiscal quarters ended June 30, 2024 and September 30, 2024; (d) the filing of certain mechanic's, materialmen's, construction or similar liens against certain of the Company's real property, relating to its failure to pay for certain improvements made thereto; and (e) certain cross-defaults under the loan agreement (the "CCM Loan Agreement") with respect to our real estate-backed loan with Coliseum Holdings I, LLC (the "CCM Mortgage Lender") and our mortgages with First Horizon Bank relating to the foregoing.

1.55%, and the revolving credit facility bears interest at (x) one-month term SOFR or daily SOFR plus an applicable margin of 3.40% or (b) the Base Rate plus a margin of 2.40%. After giving effect to the Third M&T Credit Agreement Amendment and the repayment of a portion of the principal amount thereof described above, the outstanding balance of the revolving credit facility is $31.0 million.

In addition, at the request of the PIPE Parties in order to afford other stockholders of the Company the opportunity to purchase shares of Common Stock at a price per share equal to the PIPE Price, and as required by the Third M&T Credit Agreement Amendment, the Company agreed to conduct this Rights Offering.

The Financing Committee, and the Board acting upon the recommendation of the Finance Committee, have determined that the Third M&T Credit Agreement Amendment, the PIPE, the Camping World Asset Sales, the

Camping World Stock Sale, the Preferred Exchanges, the Rights Offering, and the Charter Amendment are advisable, fair, and in the best interests of the Company and its stockholders, and the stockholders holding a majority of the voting power of the Company's stockholders approved and adopted the Charter Amendment.

We believe the Rights Offering ensures that all Holders have the opportunity, but not the obligation, to invest in our Common Stock at the same price of $1.03 per share as the PIPE Parties and at the price used in the Preferred Exchanges, mitigating the dilution they might otherwise experience. Our expectation is to use the proceeds from the Rights Offering for working capital and general corporate purposes, including repayment of indebtedness, consistent with the Third M&T Credit Agreement Amendment and our business plan. See "Use of Proceeds" and "The Rights Offering-Reasons for the Rights Offering."

The foregoing descriptions of the M&T Credit Agreement, the Third M&T Credit Agreement Amendment, the CCM Loan Agreement, the Securities Purchase Agreements, the Asset Purchase Agreement, the Real Estate Purchase Agreement, and the Exchange Agreements are qualified in their entirety by reference to the full text of such agreements, copies of which were filed as exhibits to our annual, quarterly, or current reports filed with the SEC, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

A: Each Right entitles its Holder to purchase [3.05] shares of our Common Stock (as well as the right to purchase any additional shares pursuant to the Over-Subscription Right) at a subscription price of $1.03 per whole share of Common Stock. Each Right carries with it a Basic Subscription Right and an Over-Subscription Right, subject to certain adjustments and limitations described below.

A: In determining the subscription price, a special Board committee of independent directors (the "Financing Committee") considered a number of factors, including: the desire to allow our stockholders to participate in the Rights Offering at the same price as the investors in the PIPE and the Camping World Stock Sale (equal to the Minimum Price as defined in Nasdaq Rule 5635(d)), the likely cost of capital from other sources and general conditions of the securities markets, the price at which our Holders might be willing to participate in the Rights Offering, our expected business need for liquidity and capital, historical and current trading prices of our Common Stock, and the desire to provide an opportunity to our Holders to participate in the Rights Offering on a pro rata basis. The Financing Committee determined that it was in the best interests of the Company's Holders to publicly announce the subscription price so that all Holders had the opportunity to determine whether to buy or sell the Common Stock prior to the Record Date. In accordance with best practices, the Financing Committee is composed solely of independent directors. The Financing Committee had authority to determine the type of offering and any other terms related to the Rights Offering. In selecting the subscription price, our Financing Committee and management wanted to encourage participation in the Rights Offering and strike what they believe to be a fair balance between our capital needs and the market value of the shares of Common Stock sold to the Eligible Stockholders in this Rights Offering. The Company believes this disclosure has provided its Holders and the public with sufficient information about the Company's expectation to sell a significant number of shares in the Rights Offering, as described herein. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of the Common Stock to be offered in the Rights Offering. You should not consider the subscription price as an indication of value of us or our Common Stock. The market price of our Common Stock may decline during or after the Rights Offering, including below the subscription price for the Common Stock. You should obtain a current quote for our Common Stock before exercising your Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of the Rights Offering.

A: The Basic Subscription Right of each Right entitles you to purchase [3.05] shares of Common Stock (as well as the right to purchase any additional shares pursuant to the Over-Subscription Right) at a subscription price of $1.03 per whole share.

A: Subject to certain limitations described below, the Over-Subscription Right of each Right entitles you, if you fully exercise your Basic Subscription Right, to subscribe for additional shares of our Common Stock at the same $1.03 subscription price per share up to that number of shares of Common Stock that are offered in the Rights Offering but are not purchased by the other record holders under their Basic Subscription Rights.

Our Financing Committee has decided that it is in the best interest of the Company that the Over-Subscription Right be subject to certain limitations as discussed below.

A: We will be able to satisfy your exercise of the Over-Subscription Right only if other Rights holders do not fully exercise their Basic Subscription Rights. If sufficient shares of our Common Stock are available, we will honor the over-subscription requests in full, subject to the limitations below.

If over-subscription requests exceed the number of shares which are available, we will allocate the available shares pro rata among those Rights holders who oversubscribed based on the number of shares each Rights holder subscribed for under the Basic Subscription Right. Only Record Date Holders who exercise in full all Rights issued to them are entitled to exercise the Over-Subscription Right.

A: No. We will not issue fractional shares of Common Stock in the Rights Offering. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 24,271,844 shares of Common Stock in the Rights Offering. In the unlikely event that, because of the rounding of fractional shares, this Rights Offering would have been subscribed in an amount in excess of 24,271,844 shares of Common Stock, all Holders' shares issued in this Rights Offering will be reduced in an equitable manner. Any excess subscription payments received by the Subscription Agent in respect of fractional shares will be returned promptly after the expiration of the Rights Offering without interest or deduction.

A: No. Neither the Company, the Financing Committee nor our Board has, or will, make any recommendation to Holders whether to exercise or let lapse their Rights in the Rights Offering. You should make an independent investment decision about whether to exercise or let lapse your Rights based on your own assessment of our business and the Rights Offering. Holders who exercise Rights risk the loss of their investment.

A: To the extent they hold Common Stock as of the Record Date or Common Stock issuable upon exercise or conversion of Warrants, our directors and executive officers are entitled to participate in this Rights Offering on the same terms and conditions applicable to all Rights holders. We expect that each of our directors and executive officers will participate in this offering, although they have not committed to do so.

A: If you wish to participate in the Rights Offering, you must take the following steps, unless your shares are held by a broker, dealer or other nominee:

Please note that if you hold your shares in "street name" through a broker, dealer, or other nominee who uses the services of the Depository Trust Company ("DTC"), DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 5:00 p.m., New York City time, on the expiration date. See "The Rights Offering - Procedures for DTC Participants."

If you cannot deliver your Rights Certificate to the Subscription Agent before the expiration of the Rights Offering, you may use the procedures for guaranteed delivery as described in this prospectus under "The Rights Offering - Guaranteed Delivery Procedures" beginning on page 38 of this prospectus.

If you send a payment that is insufficient to purchase the number of shares of common stock you requested, or if the number of shares of Common Stock you requested is not specified in the forms, the Subscription Agent will have the right to reject and return your subscription for correction. If the payment exceeds the subscription price for the full exercise of your Rights (to the extent specified by you), the excess will be refunded to you. In the event that the Rights Offering is cancelled or terminated, all funds received from subscriptions by Holders will be returned. Interest will not be payable on any returned funds.

A: If you hold your shares of our Common Stock in "street name" through a broker, dealer or other nominee, then your broker, dealer or other nominee is the record holder of the shares you own. The record holder must exercise the Rights on your behalf for the shares of Common Stock you wish to purchase.

If you wish to participate in the Rights Offering and purchase shares of Common Stock, please promptly contact the record holder of your shares. We will ask your broker, dealer, or other nominee to notify you of the Rights Offering. Holders in certain jurisdictions who hold through a nominee may be required to provide additional information to their nominees in order to exercise their Rights. Please note that if you hold your shares in "street name" through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 5:00 p.m., New York City time, on the expiration date. See "The Rights Offering - Procedures for DTC Participants."

A: No. We will not charge a brokerage commission or a fee to Rights holders for exercising their Rights. However, if you exercise your Rights through a broker or nominee, you will be responsible for any fees charged by your broker or nominee.

A: Yes. Your right to exercise your Rights is subject to the conditions described under "The Rights Offering - Conditions to the Rights Offering."

A: The Record Date for this Rights Offering is [•], 2024. If you own Common Stock as of the Record Date, you will receive Rights and may participate in the Rights Offering even if you subsequently sell your Common Stock.

A: The Rights may be exercised beginning on [•], 2024 through 5:00 p.m., New York City time, on [•], 2024, the expiration date of the Rights Offering, unless extended by us. Please note that if you hold your shares in "street name" through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 5:00 p.m., New York City time, on the expiration date. See "The Rights Offering - Procedures for DTC Participants." If you elect to exercise any Rights, the Subscription Agent must actually receive all required documents and payments from you or your broker or nominee at or before the expiration date. We have the option of extending the expiration date of the subscription period in our sole discretion.

A: As promptly as reasonably practicable after the date of this prospectus, the Subscription Agent will send a Rights Certificate to each registered Holder as of 5:00 p.m., New York City time, on the Record Date, based on our securities registry maintained at the transfer agent for our Common Stock and by our treasury department for the Warrants. If you hold your shares of Common Stock through a brokerage account, bank or other nominee, you will not receive an actual Rights Certificate. Instead, as described in this prospectus, you must instruct your broker, bank or nominee whether or not to exercise Rights on your behalf.

A: No. You may not transfer, sell or assign any of your Rights, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such Holder. For purposes of any such transfer by a closed-end fund, "affiliated" means each other funds that owns or controls directly or indirectly the holder and any fund that controls or is controlled by or is under common control with the holder. The Rights are non-transferable (other than pursuant to the foregoing exceptions) and will not be listed on any securities exchange or included in any automated quotation system. Therefore, there will be no market for the Rights.

A: No.

A: No.

A: No. You may exercise any number of your Rights, or you may choose not to exercise any Rights. If you do not exercise any Rights, the number of shares of our Common Stock that you own will not change.

A: No. We may choose to consummate, amend, extend or terminate the Rights Offering regardless of the number of shares of common stock actually subscribed for by stockholders.

A: Yes. Our Financing Committee may amend the terms or conditions of the Rights or the Rights Offering or extend the subscription period of the Rights or the Rights Offering, subject to the terms and conditions of the PIPE Purchase Agreements and the Third M&T Credit Agreement Amendment.

A: Yes, provided that the cancellation or termination of the Rights or the Rights Offering before the expiration of the Rights Offering would require the approval of the counterparties to the PIPE Purchase Agreements and the Third M&T Credit Agreement Amendment. If the Rights Offering is cancelled or terminated, we will issue a press release notifying Holders of the cancellation or termination, and any money received from subscribing Holders will be promptly returned, without interest or deduction.

A: Your ownership interest will be diluted to the extent that you do not exercise your Rights or purchase your ratable portion of the shares of our Common Stock issued in the Rights Offering.

As a result of the Rights Offering, to the extent you do not exercise your Rights, you will lose any value represented by your unexercised Rights and the percentage that your original shares of Common Stock represent of our increased equity will be diluted.

See "Risk Factors - Risks Related to the Rights Offering - If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution."

A: No. Unless our Financing Committee cancels or terminates the Rights Offering, all exercises of Rights are irrevocable. You should not exercise your Rights unless you are certain that you wish to purchase shares of Common Stock at a price of $1.03 per share. If you request and pay for more shares of Common Stock than are allocated to you after all adjustments have been effected, we will refund the overpayment, without interest or deduction. See "Risk Factors - Risks Related to the Rights Offering - There may be material developments regarding us during the subscription period". In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable."

A: Assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $[•], after deducting estimated offering expenses incurred by us relating to the Rights Offering. Our expectation is to use the proceeds from the Rights Offering for working capital and general corporate purposes, including repayment of indebtedness, consistent with the Third M&T Credit Agreement Amendment and our business plan. We intend to use the remaining proceeds for general corporate purposes, which may include business development activities, funding potential future cash needs or operating losses or funding working capital and capital expenditure needs.

For more information regarding the net proceeds to the Company in the Rights Offering, please refer to the section titled "Use of Proceeds."

A: Yes. The exercise of your Rights involves risks. Exercising your Rights means buying shares of our Common Stock, and should be considered as carefully as you would consider any other equity investment. We urge you to carefully read the section titled "Risk Factors" beginning on page 18 of this prospectus and the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.

A: As of November 15, 2024, we had 59,939,113 shares of Common Stock issued and outstanding.

The number of shares of our Common Stock that will be outstanding after the Rights Offering will depend on the number of shares of Common Stock that are purchased in the Rights Offering. Assuming that 49,866,710 shares of Common Stock are issued in a second series of exchanges under the Exchange Agreements prior to consummation of the Rights Offering and assuming all offered shares of Common Stock are sold in the Rights Offering at the subscription price, we will issue 24,271,844 shares of Common Stock. In that case, we will have approximately 144,572,198 shares of Common Stock outstanding after the Rights Offering, including, on a fully diluted basis, the pre-funded warrants for 300,357 shares of Common Stock and warrants issued to clients of CCM to purchase shares of our common stock at a current exercise price of $3.83 per share (the "CCM Warrants") having been converted into 10,194,174 shares of Common Stock. In addition, if the closing of the Camping World Stock Sale occurs prior to the conclusion of the Rights Offering, we would have an additional 9,708,737 shares of Common Stock outstanding after the Rights Offering. This would represent an increase of approximately 40.5% in the number of outstanding shares of Common Stock as compared to immediately prior to the consummation of the Rights Offering.

The issuance of shares of our Common Stock in the Rights Offering will dilute, and thereby reduce, your proportionate ownership in our shares of Common Stock, unless you fully exercise your Basic Subscription Rights. See "Risk Factors - Risks Related to the Rights Offering - If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution." In addition, the issuance of our Common Stock at a subscription price that is less than the market price as of the Record Date for the Rights Offering will likely reduce the price per share of our Common Stock held by you prior to the Rights Offering.

A. No. These are completely different corporate actions. Among other differences between these actions, the numbers of shares held by a stockholder is increased in a forward stock split by giving each stockholder an

additional number of shares of Common Stock per each share held. For example, a 5-for-1 forward stock split would give an additional four shares of Common Stock to each holder of record, such that each share held by the holder before the split would be five shares after the split. In contrast, no increase in shares held by any Holder will occur as a result of the Rights Offering; rather, each Holder of record as of the Record Date will be entitled to purchase [3.05] shares of Common Stock for each Right received. If every Holder of record subscribes for the full number of shares underlying their Rights, then the outstanding shares of the Company following the Rights Offering will look as if we completed a [4.05]-for-1 forward stock split. However, depending on the number of shares subscribed for in the Rights Offering, our existing Holders may incur substantial dilution.

A. No. These are completely different corporate actions. Among other differences between these actions, the numbers of shares held by a stockholder is reduced in a reverse stock split. No reduction in shares held by any Holder will occur as a result of the Rights Offering.

A: No. The Rights Offering is not a transaction or series of transactions which has either a reasonable likelihood or a purpose or producing a "going private effect" as specified in Rule 13e-3 of the Exchange Act. Given the structure of the Rights Offering, as described in this prospectus, the Company will continue to be registered pursuant to Section 12 of the Exchange Act and intends to remain listed on the Nasdaq Capital Market following completion of the Rights Offering.

A: Yes. The Subscription Agent will hold all funds it receives in a segregated bank account until completion of the Rights Offering. If the Rights Offering is not completed, we will promptly instruct the Subscription Agent to return your payment in full. If you own shares in "street name," it may take longer for you to receive payment because the Subscription Agent will send the refund payment through DTC, which will allocate the funds to your bank or broker. Any funds returned will be returned without interest or deduction.

A: If you are a Rights holder whose address is outside the United States, the Subscription Agent will not mail Rights Certificates to you, and your Rights Certificates will be held by the Subscription Agent for your account until any instructions are received to exercise your Rights. To exercise your Rights, you must notify the Subscription Agent on or prior to 11:00 a.m., New York City time, on [•], 2024, which is five business days prior to the expiration date for the Rights Offering, unless extended by us, and, if we so request, must establish to our satisfaction that you are permitted to exercise your Rights under applicable law. Any questions related to exercising Rights should be directed to the Subscription Agent. If you do not follow these procedures prior to the expiration of the Rights Offering, your Rights will expire. We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights and any such determinations by us will be final and binding.

This Rights Offering is not being made in any state or other jurisdiction in which it would be unlawful to do so, nor are we selling to you, or accepting any offers from you to purchase, shares of Common Stock if you are a resident of any such state or other jurisdiction. If necessary, we may delay commencement of the Rights Offering in certain states or other jurisdictions in order to comply with the securities law requirements of those states or other jurisdictions. In addition, in certain circumstances, in order to comply with applicable state securities laws, we may not be able to honor all Rights even if we have shares of Common Stock available. We do not anticipate that there will be any changes in the Rights Offering, and we may, in our sole discretion, decline to make modifications to the terms of the Rights Offering requested by regulators in states or other jurisdictions, in which case Holders who live in those states or other jurisdictions will not be eligible to participate in the Rights Offering.

A: Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right), we believe and intend to take the position that a holder's receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder's existing shares of Common Stock (including all shares of Common Stock received pursuant to the exchange or conversion of all Series A Preferred Stock prior to the Record Date) and should not be taxable with respect to such holder's Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the U.S. Internal Revenue Service (the "IRS") or the courts. For a more detailed discussion, see "Material U.S. Federal Income Tax Consequences." You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.

A: If your shares are held in the name of a custodian bank, broker, dealer or other nominee, the nominee will notify you of the Rights Offering and provide you with the Rights Offering materials. You should send any required documents and payment, as provided therein to the nominee, at the deadline that your nominee sets which may be earlier than the expiration of the Rights Offering. You should contact your custodian bank, broker, dealer or other nominee if you believe you are entitled to participate in the Rights Offering but you have not received your materials.

Subject to the above instructions applicable to a Rights holder whose address is outside the United States, if your shares are held in your name such that you are the record holder, then you should send your subscription documents, Rights Certificate and subscription payment, as provided herein, by first class mail or courier service to the Subscription Agent. The address for delivery to the Subscription Agent is as follows:

Your delivery to a different address or other than by the methods set forth above will not constitute valid delivery. You, or, if applicable, your nominee, are solely responsible for ensuring the Subscription Agent receives your subscription documents, Rights Certificate, and subscription payment. You should allow sufficient time for delivery of your subscription materials to the Subscription Agent and clearance of payment before the expiration of the Rights Offering period.

A: If you have questions or need assistance, please contact the Information Agent toll-free at 888-789-8409, by e-mail at [email protected], or by mail at:

Broadridge, Inc.

Attn: BCIS Re-Organization Dept.

P.O. Box 1317

Brentwood, NY 11717-0718

For a more complete description of the Rights Offering, see "The Rights Offering" included elsewhere in this prospectus.

PROSPECTUS SUMMARY

This summary highlights certain information about us, this Rights Offering and selected information contained in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our Common Stock. For a more complete understanding of the Company and this Rights Offering, we encourage you to read and consider the more detailed information included or incorporated by reference in this prospectus, including risk factors, see "Risk Factors" beginning on page 18, and our most recent consolidated financial statements and related notes.

Overview

We have operated recreational vehicle ("RV") dealerships that offer new and pre-owned RVs and sell related parts and accessories since 1976. We became a publicly traded company March 15, 2018 following a business combination with Andina Acquisition Corp. II. We arrange financing and extended service contracts for vehicle sales through third-party financing sources and extended warranty providers.

Our Business

We operate RV dealerships and offer a comprehensive portfolio of products and services for RV owners and outdoor enthusiasts. We generate revenue by providing RV owners and outdoor enthusiasts a full spectrum of products: RV sales, RV repair and services, financing and insurance products, third-party protection plans, and after-market parts and accessories.

We operate 23 dealerships in 14 states, although we expect to sell seven dealerships and reduce the number of our states of operation to nine (see "Recent Developments" below). Based on industry research and management's estimates, we believe we operate the world's largest RV dealership, measured in terms of on-site inventory, located on approximately 126 acres outside Tampa, Florida.

Lazydays offers one of the largest selections of leading RV brands in the nation, featuring more than 4,250 new and pre-owned RVs. We have more than 400 service bays, and each location has an RV parts and accessories store. We employ approximately 1,300 people at our 23 dealership locations. Our locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. We believe our locations are strategically located and, based on information collected by us from reports prepared by Statistical Surveys, account for a significant portion of new RV units sold on an annual basis in the U.S. Our dealerships attract customers from all states, except Hawaii.

We attract new customers primarily through Lazydays dealership locations as well as digital and traditional marketing efforts. Once we acquire customers, those customers become part of our customer database where we use customer relationship management tools and analytics to actively engage, market and sell our products and services.

Our principal executive offices are located at 4042 Park Oaks Boulevard, Suite 350, Tampa, Florida 33610 and our telephone number is (813) 246-4999. Our Internet website is www.lazydays.com. Our reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available, free of charge, under the Investor Relations - Finance Information tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC also maintains an Internet website located at www.sec.gov that contains the information we file or furnish electronically with the SEC. The information on our website is not incorporated by reference in this prospectus, and you should not consider it a part of this prospectus.

Leveraging Our Scale and Cost Structure to Create Operational Efficiencies

As we grow, we are positioned to leverage our scale to improve operating margins. We have centralized many administrative functions to drive efficiencies and streamline store-level operations. The reduction of administrative functions at our stores allows our local teams to focus on customer-facing opportunities to increase revenues and gross profit. Our stores also receive supply chain management support, ensuring optimal levels of new and used RV inventory; and finance and insurance product and training support to provide a full array of offerings to our customers.

Recent Developments

Waller Real Estate Purchase Agreement

On October 10, 2024, we entered into a Real Estate Purchase Agreement with McGhee RV Properties, LP, a Texas limited partnership, as purchaser (the "Waller Purchase Agreement"), which provides for the sale of certain land and improvements of the previously closed Waller, Texas dealership for proceeds of $8.0 million.

Purchase Agreements with Camping World

On November 15, 2024, certain of our indirect subsidiaries ("Sellers") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") by and among Sellers, the Company, as Guarantor, and certain subsidiaries of Camping World Holdings, Inc. (collectively, "Camping World"), pursuant to which Sellers agreed to sell all of the assets (the "Purchased Assets") contributing to the operation of Sellers' recreational vehicle sales and service business operated out of Sellers' facilities in Elkhart, Indiana, Surprise, Arizona, Murfreesboro, Tennessee, Sturtevant, Wisconsin, Council Bluffs, Iowa, Portland, Oregon, and Woodland, Washington (the "Business") to Camping World (the "Asset Sale") for approximately $7 million (plus further cash for RV inventory and service work in process at closing), subject to certain adjustments and the terms and conditions set forth therein.

The Asset Purchase Agreement contains customary representations, warranties and covenants related to the Business and the Asset Sale. Between the date of the Asset Purchase Agreement and the final closing of the Asset Sale, Asset Sellers have agreed to operate the Business in the ordinary course of business and to certain other operating covenants with respect to the Business as set forth in the Asset Purchase Agreement. The Asset Sale may have staggered closings, with each facility being sold at different times when requisite closing conditions have been satisfied.

Under the Asset Purchase Agreement, CWGS Ventures, LLC, an affiliate of Camping World (the "CW Investor"), provided the Company a $10 million nonrefundable deposit in exchange for the Company's obligation to issue 9,708,737 shares (the "APA Shares") of its common stock, par value $0.0001 (the "Common Stock"), to the CW Investor upon final closing of the transactions contemplated by the Asset Purchase Agreement. Such number of shares equals $10 million divided by $1.03, which was the Minimum Price as defined in Nasdaq Rule 5635(d).

The Asset Purchase Agreement also provides for a 30-day inspection period for Camping World to inspect the assets and gives Camping World the right to terminate the agreement if certain material items are discovered. In addition, the Asset Purchase Agreement may be terminated prior to the final closing of the Asset Sale (i) by mutual written consent of the parties, (ii) by the non-breaching party upon certain uncured material breaches of the Asset Purchase Agreement by the other party, (iii) by either Asset Sellers or Camping World in the case of certain governmental actions prohibiting the Transaction, (iv) by either Asset Sellers or Camping World in the event that the Real Estate Purchase Agreement (as defined below) terminates in accordance with its terms, or (v) by either Asset Sellers or Camping World if any of the conditions to the closing of the Asset Sale are not satisfied on or before March 31, 2025.

Also on November 15, 2024, certain other indirect subsidiaries of the Company (collectively, "Real Estate Seller"), entered into a Real Estate Purchase Agreement (the "Real Estate Purchase Agreement" and together with the Asset Purchase Agreement, the "CW Purchase Agreements"), with certain subsidiaries of Camping World Holding, Inc. (collectively, "Real Estate Buyer"). Pursuant to the Real Estate Purchase Agreement, Real Estate Buyer has agreed to purchase certain of the Real Estate Seller's properties located in Elkhart, Indiana, Surprise, Arizona and Murfreesboro, Tennessee (the "Properties") for approximately $48.5 million in cash, subject to certain adjustments and the terms and conditions set forth therein. The purchase and sale of the Properties is subject to a 30-day inspection period for the Real Estate Purchaser to perform inspections of the Properties and gives the Real Estate Purchaser the right to terminate the agreement if certain material items are discovered.

The Real Estate Purchase Agreement will terminate automatically in the event that the Asset Purchase Agreement is terminated in accordance with its terms.

Pursuant to the CW Purchase Agreements, the Company will use a portion of the proceeds of the transactions contemplated by the CW Purchase Agreements for the repayment of any indebtedness secured by the Purchased Assets and the Properties.

The foregoing descriptions of the CW Purchase Agreements are qualified in their entirety by reference to the full text of such agreements, copies of which were filed as Exhibits 2.1 and 2.2, respectively, to our Current Report on Form 8-K filed on November 18, 2024, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

PIPE Purchase Agreements

Also November 15, 2024, the Company entered into the following Securities Purchase Agreements: (i) a Securities Purchase Agreement (the "Alta PIPE Purchase Agreement") with Alta Fundamental Advisers Master LP ("Alta Fundamental"), Star V Partners LLC ("Star V") and Blackwell Partners LLC - Series A ("Blackwell" together with Alta Fundamental and Star V, the "Alta PIPE Purchasers"), for the sale and issuance of 3,474,757 shares of Common Stock to Alta Fundamental at a price per share of $1.03, 2,363,592 shares of Common Stock to Star V at a price per share of $1.03, and 8,724,757 shares of Common Stock to Blackwell at a price per share of $1.03 and (ii) a Securities Purchase Agreement (the "CCM PIPE Purchase Agreement" and together with the Alta PIPE Purchase Agreement, the "PIPE Purchase Agreements") with Coliseum Capital Partners, L.P. ("CCP") and Blackwell (Blackwell together with CCP, the "CCM PIPE Purchasers" and together with the Alta PIPE Purchasers, the "PIPE Investors") each an advisory client of Coliseum Capital Management, LLC, for the sale and issuance of 10,922,330 shares of Common Stock to CCP and 3,640,776 shares of Common Stock to Blackwell, in each case, at a price per share of $1.03 (the shares to be issued under the PIPE Purchase Agreements, the "PIPE Shares"). The closing of the issuance of the PIPE Shares occurred on November 15, 2024. The purchase price for the PIPE Shares was the Minimum Price as defined in Nasdaq Rule 5635(d).

Pursuant to the PIPE Purchase Agreements, the Company has agreed to file with the Securities and Exchange Commission a registration statement related to the Rights Offering.

The Company received gross proceeds of $30 million for the sale of the PIPE Shares pursuant to the PIPE Purchase Agreements. The Company intends to use the net proceeds from the sale of the PIPE Shares for working capital and general corporate purposes, including repayment of indebtedness.

The foregoing descriptions of the PIPE Purchase Agreements are qualified in their entirety by reference to the full text of such agreements, copies of which were filed as Exhibits 10.1 and 10.2, respectively, to our Current Report on Form 8-K filed on November 18, 2024, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Registration Rights Agreement

In connection with the issuance of the PIPE Shares, on November 15, 2024, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Alta PIPE Purchasers. Pursuant to the Registration Rights Agreement, the Company is required to prepare and file, on or before December 16, 2024, a registration statement covering the resale of the PIPE Shares issued to the Alta PIPE Purchasers for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Rights Agreement also provides that the Company will bear the expenses relating to such registration and indemnify the registration rights holders against certain liabilities which may arise under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws.

Under the Asset Purchase Agreement, the Company has agreed to enter into a registration rights agreement with Camping World on substantially the same terms as the Registration Rights Agreement when the APA Shares are issued.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement, the form of which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on November 18, 2024, and is incorporated herein in its entirety by reference.

Preferred Stock Exchange Agreements

On November 15, 2024, the Company entered into Preferred Stock Exchange Agreements (the "Exchange Agreements") with the holders (the "Preferred Holders") of the Company's outstanding Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"). Pursuant to the Exchange Agreements, the Preferred Holders agreed to exchange 600,000 shares of Series A Preferred Stock for 66,488,948 shares of Common Stock (the "Exchange Shares") in consideration for the termination of the rights associated with the Series A Preferred Stock and the resulting loss of the liquidation preference of the Series A Preferred Stock of approximately $68.5 million, a value of $1.03 per share of Common Stock received in the exchange. Approximately 150,000 shares of Series A Preferred Stock and 16,622,238 Exchange Shares were exchanged and issued, respectively, on November 15, 2024, with the balance to be automatically exchanged and issued when the Company files an amendment to its Certificate of Incorporation to increase the authorized number of shares of Common Stock necessary to accommodate the exchange of the full amount of the Series A Preferred Stock to Common Stock (the "Charter Amendment"). The necessary stockholders approved the Charter Amendment by written consent on November 15, 2024, and the Charter Amendment will be filed as soon as permitted after the filing of an information statement and required waiting period pursuant to Rule 14c-2 under the Exchange Act. The Company expects the Charter Amendment filing and the subsequent issuance of 49,866,710 Exchange Shares in the second series of exchanges under the Exchange Agreements will occur prior to the effective date of the Registration Statement of which the prospectus forms a part.

The Exchange Agreements contain customary representations and warranties and covenants for a transaction of this type.

The foregoing descriptions of the Exchange Agreements are qualified in their entirety by reference to the full text of such agreements, the form of which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on November 18, 2024, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Waiver and Third M&T Credit Agreement Amendment

On November 15, 2024, the Company entered into a Limited Waiver and Third Amendment to the Second Amended and Restated Credit Agreement and Consent (the "Third M&T Credit Agreement Amendment"), with Manufacturers and Traders Trust Company ("M&T"), as Administrative Agent, and the lenders party to the Company's syndicated, senior secured credit agreement (the "M&T Credit Agreement") with M&T. The M&T Credit Agreement provides us with a floor plan credit facility (the "Floor Plan Credit Facility") and a revolving credit facility (the "Revolving Credit Facility").

The Third M&T Credit Agreement Amendment grants the Company waivers of specified defaults and events of default that occurred under the M&T Credit Agreement, including events of default resulting from:

Under the Third M&T Credit Agreement Amendment, the lenders' aggregate commitment under the Floorplan Facility decreased from $400 million to (a) $325 million, from the date of the Third M&T Credit Agreement Amendment through the date (the "Asset Sale Outside Date") that is 60 days after the final closing of the asset sales under the CW Purchase Agreements described above (the "Camping World Asset Sales"), and

(b) $295 million, thereafter through the maturity date, provided that until the Asset Sale Outside Date, the Company may borrow up to an additional $10 million in floor plan loans (the "Floor Plan Overlimit Loans"), subject to the satisfaction of certain conditions. To the extent the Company borrows Floor Plan Overlimit Loans, the Company agreed to pay the lenders a per annum fee equal to 2.00% of the average daily aggregate principal amount thereof.

The Third M&T Credit Agreement Amendment eliminates testing of the total net leverage ratio, current ratio and minimum EBITDA financial covenants until the fiscal quarter ending March 31, 2026, and the Third M&T Credit Agreement Amendment eliminates testing of the fixed charge coverage ratio financial covenant until the fiscal quarter ending September 30, 2026. The Third M&T Credit Agreement Amendment also changes the required performance targets for compliance with all of the Company's financial covenants.

The Company also agreed in the Third M&T Credit Agreement Amendment, among other changes:

After giving effect to the Third M&T Credit Agreement Amendment, the Floor Plan Credit Facility bears interest at (a) one-month term SOFR or daily SOFR plus 2.55% or (b) the Base Rate plus 1.55%, and the Revolving Credit Facility bears interest at (x) one-month term SOFR or daily SOFR plus an applicable margin of 3.40% or (b) the Base Rate plus a margin of 2.40%. After giving effect to the Third M&T Credit Agreement Amendment and the repayment of a portion of the principal amount thereof described above, the outstanding balance of the Revolving Credit Facility is $31.0 million.

Under the terms of the Third M&T Credit Agreement Amendment, if the Company fails to consummate all of the Camping World Asset Sales on or before March 31, 2025, or if it terminates the CW Purchase Agreements before consummation of those sales, it will constitute an event of default under the M&T Credit Agreement.

The foregoing description of the Third M&T Credit Agreement Amendment is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.5, to our Current Report on Form 8-K filed on November 18, 2024, and is incorporated herein in its entirety by reference.

Charter Amendment

The Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") authorizes the issuance of a maximum of 100,000,000 shares of Common Stock. As of November 11, 2024, there were 14,190,663 shares of Common Stock outstanding. The consummation of the transactions contemplated by the PIPE Purchase Agreements, the Asset Purchase Agreement and the Exchange Agreements will result in the issuance of 105,323,897 shares of Common Stock, and a maximum of 24,271,844 shares of Common Stock may be issued in the Rights Offering. In addition, the Company must maintain a number of authorized but unissued shares of Common Stock to reserve for the total number into which its outstanding shares of Series A Preferred Stock are convertible, the total number for which its outstanding warrants to purchase Common Stock are exercisable and the total number of shares of Common Stock issuable in connection with equity awards. In order to accommodate these issuances and share reserve requirements, and allow for other future issuances as approved by the Company's board of directors (and, if required, the Company's stockholders), stockholders holding a majority of the voting power of the Company's stockholders approved and adopted the Charter Amendment on November 15, 2024, which is an amendment to the Certificate of Incorporation to increase the number of shares of Common Stock the Company is authorized to issue from 100,000,000 to 500,000,000.

The Company expects that, prior to the effective date of the Registration Statement of which the prospectus forms a part, (i) the Charter Amendment will have been filed with the Delaware Secretary of State and become effective and (ii) in connection with the effectiveness of the Charter Amendment, an aggregate of 449,999 shares of Series A Preferred Stock will have been exchanged for an aggregate of 49,866,710 shares of Common Stock in a second series of exchanges under the Exchange Agreements.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The Company has prepared the accompanying unaudited pro forma condensed consolidated financial statements ("Pro Forma Information") in accordance with Article 11 of Regulation S-X. The Pro Forma Information has been derived from the Company's historical consolidated financial statements and reflects certain assumptions and adjustments that management believes are reasonable under the circumstances and given the information available at this time. The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 is presented as if the transactions contemplated by (i) the Waller Purchase Agreement and the CW Purchase Agreements (collectively, the "Sales Agreements"), (ii) the PIPE Purchase Agreements and (iii) the Exchange Agreements (collectively, the "Pro Forma Transactions") had occurred on September 30, 2024. The following unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 are presented as if the Pro Forma Transactions had occurred on January 1, 2023. The Pro Forma Information reflects adjustments that, in the opinion of management, are necessary to present fairly the pro forma financial position as of September 30, 2024 and results of operations for the nine months ended September 30, 2024 and year ended December 31, 2023. The Pro Forma Information is provided for informational purposes only and is not intended to represent what the Company's financial position or results of operations would have been had the Pro Forma Transactions occurred on September 30, 2024 for the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2023, the beginning of the earliest period presented, for the unaudited pro forma consolidated statements of income, nor is it indicative of its future financial position or results of operations. The Pro Forma Information should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes.

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2024

(Amounts in thousands except for share data)

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(Amounts in thousands except for share and per share data)

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

(Amounts in thousands except for share and per share data)