Amendment: SEC Form SC 13G/A filed by Lazydays Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* See Item 4 for additional information.

* See Item 4 for additional information.

* See Item 4 for additional information.

Lazydays Holdings, Inc. (the “Company”)

4042 Park Oaks Blvd., Suite 350

Tampa, Florida 33610

This report on Schedule 13G (this “Schedule 13G”) is being jointly filed by (i) Park West Asset Management LLC, a Delaware limited liability company (“PWAM”), (ii) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”) and (iii) Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”).

The address for the Reporting Persons is: One Letterman Drive, Building C, Suite C5-900, San Francisco, CA 94129.

PWAM is organized under the laws of the State of Delaware. PWIMF is a Cayman Islands exempted company. Mr. Park is a citizen of the United States.

Common Stock, par value $0.0001 per share (“Common Stock”)

52110H100

Not Applicable.

As reported in the cover pages to this report, the ownership information with respect to each of PWAM and Mr. Park is as follows:

As reported in the cover pages to this report, the ownership information with respect to PWIMF is as follows:  

* PWAM is the investment manager to PWIMF and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, together with PWIMF, the “PW Funds”). Mr. Park, through one or more affiliated entities, is the controlling manager of PWAM.

As of September 30, 2024, PWIMF may be deemed to beneficially own 1,301,792 shares of Common Stock, including (i) 921,803 shares of Common Stock convertible from 88,954 shares of the Company’s Series A Preferred Stock (the “Preferred Stock”) based on the conversion rate then in effect and subject to the limitations described below, (ii) 113,377 shares of Common Stock convertible from accrued and unpaid Preferred Stock dividends based on the conversion rate then in effect and subject to the limitations described below, and (iii) 266,612 shares of Common Stock convertible from 266,612 prefunded warrants (“Prefunded Warrants”) subject to the limitations described below.

As of September 30, 2024, PWPI may be deemed to beneficially own 162,289 shares of Common Stock, including (i) 114,466 shares of Common Stock convertible from 11,046 shares of Preferred Stock based on the conversion rate then in effect and subject to the limitations described below, (ii) 14,078 shares of Common Stock convertible from accrued and unpaid Preferred Stock dividends based on the conversion rate then in effect and subject to the limitations described below, and (iii) 33,745 shares of Common Stock convertible from 33,745 Prefunded Warrants subject to the limitations described below.

The Prefunded Warrants and Preferred Stock are subject to exercise and conversion limitations prohibiting the exercise or conversion of each security to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of the Issuer’s Common Stock. 

The beneficial ownership of PWIMF and PWPI may change based on the accrual of Preferred Stock dividends and could decrease if the Company elects to pay cash for any accrued and unpaid dividends.

The foregoing beneficial ownership percentage is based upon 14,166,046 shares of Common Stock, issued and outstanding as of August 14, 2024, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 15, 2024.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibit Index

Exhibit

1. Joint Filing Agreement, dated as of March 26, 2018, by and among Park West Asset Management LLC, Park West Investors Master Fund, Limited and Peter S. Park (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on March 26, 2018).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)