CORRESP 1 filename1.htm
LAZYDAYS HOLDINGS, INC.
6130 Lazy Days Blvd.
Seffner, Florida 33584

October 20, 2023

VIA EDGAR

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:
Lazydays Holdings, Inc.
Registration Statement on Form S-1, as may be amended from time to time
File No. 333-274489
Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Lazydays Holdings, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on October 23, 2023 at 4:00 p.m. Eastern time, or as soon thereafter as practicable.

In connection with the Registration Statement, the Company hereby acknowledges that:

●
should the U.S. Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;


●
the action of the Commission, or the Staff acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and


●
the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to contact Michael Zuppone of Paul Hastings LLP at (212) 318-6906 or Gil Savir of Paul Hastings LLP at (770) 878-2696.  The Company respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to Michael Zuppone or Gil Savir and that such effectiveness also be confirmed in writing.

Very truly yours,

LAZYDAYS HOLDINGS, INC.

By:
/s/ Kelly Porter
  
Kelly Porter
  
Chief Financial Officer
  
 
 
  
cc:
 Michael Zuppone, Esq.  
 
Gil Savir, Esq.
  
 
Paul Hastings LLP