EX-99.2 5 ny20009895x6_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS LAZYDAYS HOLDINGS, INC.
Shares of Common Stock Offered Pursuant to Subscription Rights
Distributed to Stockholders of Lazydays Holdings, Inc.

October 23, 2023

 Dear Stockholder:

Enclosed are materials relating to a Rights Offering by Lazydays Holdings, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”), including the prospectus dated October 23, 2023, (the “Prospectus”). Please carefully review the Prospectus, which describes how you can participate in the rights offering (the “Rights Offering”). You will be able to exercise your subscription rights (each, a “Subscription Right”) to purchase shares of our common stock, par value $0.0001 per share (the “Common Stock”), only during a limited period, pursuant to non-transferable subscription rights distributed to all stockholders of record of the Company (including holders of pre-funded warrants (the “Warrants”) and series A convertible preferred stock (the “Preferred Stock”), on as converted basis) at 5:00 p.m., Eastern Time, on October 23, 2023 (the “Record Date”). The Subscription Rights and shares of Common Stock are described in the Prospectus. Answers to some frequently asked questions about the Rights Offering can be found under the heading “Questions & Answers” in the Prospectus. Any prospective purchaser of shares of Common Stock pursuant to the exercise of the subscription rights should read the Prospectus, including without limitation the risk factors contained therein, prior to making any decision to invest in the Company.

In the Rights Offering, we are offering the rights to purchase an aggregate of up to
$100,000,000 of shares of Common Stock, as described in the Prospectus.

The Subscription Rights will expire if not exercised prior to 5:00 p.m., Eastern Time, on November 14, 2023 (the “Expiration Date,” and such time, the “Expiration Time”).

As described in the Prospectus, you will receive one subscription right to purchase 0.770 of a share of Common Stock for each share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock (each, a “Basic Subscription Right”) owned at 5:00 p.m., Eastern Time, on October 23, 2023 (the “Record Date”). Each Basic Subscription Right will allow you to subscribe for 0.770 of a share of Common Stock (rounded down to the nearest whole share of Common Stock, with the total subscription payment being adjusted accordingly, as discussed below) at a subscription price per whole share equal to the lesser of (i) $6.399 per share (the “Initial Price”) and (ii) 90% of the VWAP (as defined in the Prospectus) of a share of the Common Stock for the five trading day period through and including November 14, 2023 (the “Alternate Price”). For example, if you owned 100 shares of Common Stock as of 5:00 p.m., Eastern Time, on the Record Date, you would receive 100 Basic Subscription Rights and would have the right to purchase 77 shares of Common Stock at the Initial Price. If, on the Expiration Date, the Alternate Price is lower than the Initial Price, any excess subscription amounts paid by a subscriber (the “Excess Subscription Amount”) will be put towards the purchase of additional shares of Common Stock in the Rights Offering (either towards your Basic Subscription Rights, or towards the Over-Subscription Right if you have already exercised your Basic Subscription Rights in full), but fractional shares will not be sold.

In the event that you purchase all shares of Common Stock available to you pursuant to your Basic Subscription Rights, you may also exercise your Subscription Rights to purchase additional shares of Common Stock at the Subscription Price that were not subscribed for by other Subscription Rights holders under the Rights Offering (the “Over-Subscription Right,” collectively with the Basic Subscription Rights, the “Subscription Rights”) to purchase a portion of shares that are not purchased by stockholders through the exercise of their Basic Subscription Rights (the “Unsubscribed Shares”), subject to the availability and pro rata allocation of the Unsubscribed Shares among all persons exercising this Over-Subscription Right. In the event the Subscription Price is the Initial Price, to the extent the Unsubscribed Shares are not sufficient to satisfy all of the properly exercised Over-Subscription Rights, then the Unsubscribed Shares will be prorated among those who properly exercised Over-Subscription Right based on the number of shares each person subscribed for under the Basic Subscription Rights. If this pro rata allocation results in any person receiving a greater number of Unsubscribed Shares than the person subscribed for pursuant to the exercise of the Over-Subscription Right, then such person will be allocated only that number of Unsubscribed Shares for which the person oversubscribed, and the remaining Unsubscribed Shares will be allocated among all other persons exercising the Over-Subscription Right on the same pro rata basis described above. The proration process will be repeated until all Unsubscribed Shares have been allocated or all Over-Subscription Rights have been fulfilled, whichever occurs earlier. If the Alternate Price is lower than the Initial Price, the number of shares of Common Stock that you are entitled to purchase for each Right will be proportionally higher. You must subscribe assuming the Subscription Price is the Initial Price of $6.399 per share. If the Alternate Price is lower than the Initial Price, any excess subscription amounts paid by you will be applied to the purchase of additional shares of Common Stock (either towards the Holder’s basic subscription right or towards your over-subscription right if you already exercised your basic subscription right in full).

You will be required to submit payment in full for all the shares of Common Stock you wish to buy with your Over-Subscription Right. Because we will not know the total number of Unsubscribed Shares prior to the Expiration Time, if you wish to maximize the number of shares of Common Stock you may purchase pursuant to your Over-Subscription Right, you will need to deliver payment in an amount equal to the aggregate Initial Price (the “Subscription Price”) for the maximum number of shares available to you, assuming that no stockholder other than you has purchased any shares pursuant to the Basic Subscription Rights and Over-Subscription Right. The Company will eliminate fractional shares resulting from the exercise of the Over-Subscription Right by rounding down to the nearest whole number, with the total subscription payment being adjusted accordingly. If the Alternate Price is lower than the Initial Price, the number of shares of Common Stock that you are entitled to purchase for each Right will be proportionally higher. You must subscribe assuming the Subscription Price is the Initial Price of $6.399 per share. If the Alternate Price is lower than the Initial Price, any excess subscription amounts paid by you will be applied to the purchase of additional shares of Common Stock (either towards the Holder’s basic subscription right or towards your over-subscription right if you already exercised your basic subscription right in full). Any excess subscription payments received by Broadridge Corporate Issuer Solutions, LLC (the “Subscription Agent”) will be returned without interest, as soon as practicable.

The Company can provide no assurances that you will actually be entitled to purchase the number of shares of Common Stock subscribed for pursuant to the exercise of your Over- Subscription Right in full at the expiration of the Rights Offering. The Company will not be able to satisfy your exercise of the Over-Subscription Right if all of our stockholders exercise their Basic Subscription Rights in full, and we will only honor an Over-Subscription Right to the extent sufficient shares of Common Stock are available following the exercise of Subscription Rights under the Basic Subscription Rights.

To the extent the aggregate Initial Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription Right is less than the amount you actually paid in connection with the exercise of the Over-Subscription Right, you will be allocated only the number of Unsubscribed Shares available to you as soon as practicable after the Expiration Time, and your excess subscription payment received by Broadridge Corporate Issuer Solutions, LLC (the “Subscription Agent”) will be returned, without interest, as soon as practicable.
2

To the extent the amount you actually paid in connection with the exercise of the Over- Subscription Right is less than the aggregate Initial Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription Right, you will be allocated the number of Unsubscribed Shares for which you actually paid in connection with the Over-Subscription Right. If, on the Expiration Date, the Alternate Price is lower than the Initial Price, any Excess Subscription Amount will be put towards the purchase of additional shares of Common Stock (either towards your Basic Subscription Rights, or towards the Over-Subscription Right if you have already exercised your Basic Subscription Rights in full). See the discussion under the heading “The Rights Offering — Subscription Privileges — Over-Subscription Rights” in the Prospectus.

You are not required to exercise any or all of your Subscription Rights. If you do not exercise your Subscription Rights and the Rights Offering is completed, the number of shares of our Common Stock you own will not change but your percentage ownership of our total outstanding voting stock may decrease because shares may be purchased by other stockholders in the Rights Offering. Your percentage ownership of our voting stock may also decrease if you do not exercise your Subscription Right in full. Please see the discussion of risk factors related to the Rights Offering, including dilution, under the heading “Risk Factors—Risks Related to the Rights Offering” in the Prospectus.

The Subscription Rights will be evidenced by a Non-Transferable Subscription Rights Certificate issued to stockholders of record and will cease to have any value after the Expiration Time.

Enclosed are copies of the following documents:

1.
Prospectus;

2.
Non-Transferable Subscription Rights Certificate;

3.
Instructions as to Use of Lazydays Holdings, Inc. Non-Transferable Subscription Rights Certificates; and

4.
A return envelope addressed to Broadridge Corporate Issuer Solutions, LLC, the Subscription Agent.

Your prompt action is requested. To exercise the Subscription Rights, as indicated in the Prospectus, you should deliver to the Subscription Agent the properly completed and signed Non- Transferable Subscription Rights Certificate with payment of the Subscription Price in full for each share of Common Stock subscribed for pursuant to the Subscription Right. The Subscription Agent must receive the Non-Transferable Subscription Rights Certificate with payment of the Subscription Price prior to the Expiration Time. If you send your Non-Transferable Subscription Rights Certificate(s) and Subscription Price payment by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. We will not be required to sell shares of Common Stock to you if the Subscription Agent receives your Non-Transferable Subscription Rights Certificate or your subscription payment after the Expiration Time, regardless of when the Non-Transferable Subscription Rights Certificate and subscription payment were sent. See the discussion under the heading “The Rights Offering” in the Prospectus.
3

Once you have exercised your Subscription Rights, such exercise may not be revoked, even if you later learn information that you consider to be unfavorable to the exercise of your Subscription Rights.

Additional copies of the enclosed materials may be obtained from Broadridge Corporate Issuer Solutions, LLC, the Subscription Agent for this Rights Offering, by calling (888) 789-8409 (toll-free). Any questions or requests for assistance concerning the Rights Offering should be directed to the Subscription Agent.



 
Very truly yours,

 
Lazydays Holdings, Inc.


4