SEC Form SC 13D filed by EzFill Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

EZFILL HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

302314208

(CUSIP Number)

Jacob Sod

14 Wall Street, Suite 2064

New York, New York 10005

(516) 983-1275

September 14, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies ae to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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).

(a) Includes options beneficially owned by Jacob Sod, which are held by LH MA 2 LLC (“LH MA”), to acquire beneficial ownership of up to 37,200 shares of common stock of EzFill Holdings, Inc. (the “Company”) within sixty days

(b) Jacob Sod is the Manager of Crestview 360 Holdings LLC (“Crestview) and beneficially owns 306,868 shares of common stock of the Company held by Crestview.

(c) Jacob Sod is the Manager of LH MA and beneficially owns 5,980,657 shares of common stock of the Company held by LH MA.

(d) Based on 18,750,000 shares of the Company’s common stock issued and outstanding as of June 30, 2021.

Item 1: Security and Issuer

The class of equity securities to which this Schedule 13D relates is the common stock, $0.0001 par value per share (the “Shares”), of EzFill Holdings, Inc., a Delaware corporation (the “Issuer”), which has its principal executive office at 2125 Biscayne Blvd, #309, Miami, Florida 33137.

Item 2: Identity and Background

Item 2.

This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by Jacob Sod. Mr. Sod is self-employed and currently serves as the Manager of LH MA and Crestview. Mr. Sod’s business address is 14 Wall Street, Suite 2064, New York, New York 10005.

During the last five years Mr. Sod has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3: Source and Amount of Funds or Other Considerations

The source of funds used to purchase the shares of common stock of the Company beneficially owned by Mr. Sod, which are held by LH MA, consisted of $300,000 provided by LH MA’s predecessor as initial capital for the Company in return for founder’s shares. In addition, certain loans made by LH MA to the Company were converted into 12,704,772 shares of restricted common stock of the Company at a conversion rate of $0.01 per share.

All of the options to acquire common shares of the Company beneficially owned by Mr. Sod, which are held by LH MA, were provided to LH MA as additional consideration for certain loans from LH MA to the Company.

The source of funds used to purchase the shares of common stock of the Company beneficially owned by Mr. Sod, and held by Crestview, consisted of an investment of funds directly from Crestview into the Company, whereby Crestview purchased the Company’s common stock at a price of $0.166 per share.

None of the funds used to purchase the shares of the Company’s common stock was borrowed.

Item 4: Purpose of Transaction

Mr. Sod does not have any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

Item 5: Interest in Securities of the Issuer

(a). As of the date hereof, Mr. Sod beneficially owns 6,324,725 shares of the issued and outstanding common stock of the Issuer. Such amount represents 33.5% of the total of the issued and outstanding shares of the Issuer’s common stock as of the date hereof. With respect to the shares of the Issuer’s common stock owned by Mr. Sod, Mr. Sod beneficially owns (i) options held by LH MA to acquire beneficial ownership of up to 37,200 shares of common stock of the Issuer within sixty days, (ii) 306,868 shares of common stock of the Issuer held by Crestview, and (iii) 5,980,657 shares of common stock of the Issuer held by LH MA.

(b). Mr. Sod holds sole voting and dispositive power over the shares of common stock of the Company.

(c). Other than the transactions described about under Item 3, there were no transactions by Mr. Sod or related parties in the Issuer’s common stock during the last sixty days.

(d). To the knowledge of Mr. Sod, no other person has the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of, the securities of the Issuer owned by Mr. Sod.

(e). Not applicable.

Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

To the knowledge of Mr. Sod, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies between Mr. Sod and/or any other person, with respect to any securities of the Company.

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete, and correct.