UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:

EZFILL HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

EZFILL HOLDINGS, INC.

67 NE 183^rd Street, Miami, Florida 33169

305-791-1169

September 30, 2024

NOTICE OF WRITTEN CONSENT OF STOCKHOLDERS

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

To the Stockholders of EzFill Holdings, Inc.:

This Notice and the accompanying Information Statement are being furnished to the stockholders of EzFill Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), in connection with the corporate actions described below taken by the Company’s Board of Directors (“Board”) and by the holders of a majority of the Company’s voting capital stock. The holders of a majority of the Company’s voting capital stock, by written consents in lieu of meetings delivered on September 25, 2024, pursuant to Section 228 of the Delaware General Corporation Law (“DGCL”) and Section 9 of Article II of our bylaws, provided approval for the following corporate actions, respectively (the “Authorizations”):

Concurrently with the Authorizations, all of the members of the Board, by written consents in lieu of a meeting, as provided under the DGCL, provided similar authorizations.

This Information Statement is being furnished to our stockholders of record as of September 26, 2024, in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, and the rules promulgated by the Securities and Exchange Commission thereunder, solely for the purpose of informing our stockholders of the actions taken by the written consent. As the matters set forth in this Information Statement have been duly authorized and approved by the written consent of the holders of more than a majority of the Company’s voting securities, your vote or consent is not requested or required to approve these matters. The Information Statement is provided solely for your information, and also serves the purpose of informing stockholders of the matters described herein pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, and the rules and regulations prescribed thereunder, including Regulation 14C. This Information Statement also serves as the notice required by Section 228 of the DGCL of the taking of a corporate action without a meeting by less than unanimous written consent of the Company’s stockholders. You do not need to do anything in response to this Notice and the Information Statement.

The actions taken by written consent of the majority stockholders will not become effective until the date that is twenty (20) calendar days after this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the Record Date.

THIS IS NOT A NOTICE OF A MEETING AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Nasdaq Requirements

The Company is subject to the NASDAQ Stock Market’s Listing Rules because our Common Stock is currently listed on the NASDAQ Capital Market (“NASDAQ”). The issuance of shares of our Common Stock under the agreements described under Items 1 and 2 of this information statement implicate certain of the NASDAQ listing standards requiring prior stockholder approval in order to maintain our listing on NASDAQ.

The foregoing resolutions for the transactions contemplated by the agreements under Item 1 and Item 2 above are required because under NASDAQ Listing Rule 5635(d), the Company may not issue shares of Common Stock (or securities convertible into or exercisable for Common Stock) in other than public offerings without stockholder approval if the aggregate number of shares of Common Stock issued would be equal to or greater than 20% of the Company’s issued and outstanding shares of Common Stock as of the date of issuance, and the price per share of Common Stock issued is less than the closing price immediately preceding the signing of the binding agreement or the average closing price of the Common Stock for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”).

As a result of the foregoing resolution, on the date which is 20 calendar days after the date of mailing this Information Statement to its stockholders, the Company will comply with NASDAQ Listing Rule 5635(d), as the resolution will then constitute stockholder approval for the Company to issue shares of Common Stock to the Members, in an amount more than 19.99% of the then issued and outstanding Common Stock of the Company, even if the price per share of Common Stock issued in connection with the transactions is less than the Minimum Price.

Dissenters’ Right of Appraisal

No dissenters’ or appraisal rights under the DGCL are afforded to the Company’s stockholders as a result of the approval of the Authorizations.

The consent we have received constitutes the only stockholder approval required under the DGCL, NASDAQ Listing Rule 5635(d), our Certificate of Incorporation and our Bylaws, to approve the conversions of Series A and Series B Preferred Stock, and to approve the amendment to the Current Exchange Agreement. Our Board is not soliciting your consent or your proxy in connection with this action and neither consents nor proxies are being requested from stockholders.

Vote Required

The vote, which was required to approve the above Authorizations, was the affirmative vote of the holders of a majority of the Company’s voting stock. Each holder of Common Stock is entitled to one (1) vote for each share of Common Stock held.

The date used for purposes of determining the number of outstanding shares of the voting stock of the Company entitled to vote to approve Items 1 and 2 and the transactions contemplated thereby is September 26, 2024 (the “Voting Record Date”). The record date for determining those stockholders of the Company entitled to receive this Information Statement is the close of business on September 27, 2024 (the “Mailing Record Date”). As of the Voting Record Date, the Company had 5,874,093 shares of voting stock outstanding, with all 5,874,093 shares being Common Stock. All outstanding shares are fully paid and nonassessable.

Vote Obtained

Section 228(a) of the DGCL and Section 9 of Article II of our bylaws provide that any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, via written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

The approximate ownership percentage of the voting stock of the Company as of the Voting Record Date of the consenting stockholders who voted to approve Items 1 and 2 and the transactions contemplated thereby totaled in the aggregate 69%.

Notice Pursuant to Section 228 of the DGCL

Pursuant to Section 228 of the DGCL, no advance notice is required to be provided to the other stockholders, who have not consented in writing to such action, of the taking of the stated corporate action without a meeting of stockholders. No additional action will be undertaken pursuant to such written consents, and no dissenters’ rights under the DGCL are afforded to the Company’s stockholders as a result of the action to be taken.

Pursuant to Section 228 of the DGCL, we are required to provide prompt notice of the taking of corporate action by written consent to our stockholders who have not consented in writing to such action. This Information Statement serves as the notice required by Section 228 of the DGCL.

TABLE OF CONTENTS

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY

ITEM 1.

Approval of conversions of preferred stock

This discussion is qualified by reference to the AJB Exchange Agreement and the Next SPA (as defined below). You should read the AJB Exchange Agreement (as defined below), and the Next SPA carefully as they are the legal documents that govern the transactions.

On August 16, 2024, the Company filed a certificate of designations of preferences and rights of Series A Convertible Preferred Stock (the “Series A Certificate of Designations”) with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 513,000 shares of Series A Preferred Stock of the Company, par value $0.0001 per share, upon the terms and conditions as set forth in the Series A Certificate of Designations.

Further, on August 16, 2024, the Company filed a certificate of designations of preferences and rights of Series B Convertible Preferred Stock (the “Series B Certificate of Designations”) with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 150,000 shares of Series B Preferred Stock of the Company, par value $0.0001 per share, upon the terms and conditions as set forth in the Series B Certificate of Designations.

In addition, on August 16, 2024, the Company filed with the Department of State, Division of Corporations, of the State of Delaware: (i) a certificate of amendment to certificate of designations of preferences and rights of Series A Convertible Preferred Stock; and (ii) a certificate of amendment to certificate of designations of preferences and rights of Series B Convertible Preferred Stock.

On August 16, 2024, EzFill Holdings, Inc., a Delaware corporation (the “Company”) entered into a Stock Purchase Agreement (the “Next SPA”) by and between the Company and NextNRG Holding Corp., a Nevada corporation (“Next”). Pursuant to the terms and conditions of the SPA, at the Closing (as defined in the SPA), the Company shall issue and sell to Next, and Next shall purchase from the Company, 140,000 shares of Series B Convertible Preferred Stock of the Company (“Series B Preferred Stock”) for a purchase price of $10.00 per Share, and a resulting total purchase price of $1,400,000.

Finally, on August 16, 2024, the Company entered into an Exchange Agreement (the “AJB Exchange Agreement”) by and between the Company and AJB Capital Investments LLC, a Delaware limited liability company (“AJB”). Pursuant to the terms and conditions of the AJB Exchange Agreement, certain promissory notes of the Company issued to AJB (as set forth in the AJB Exchange Agreement) shall be exchanged and converted into 363,000 shares of Series A Preferred Stock of the Company (“Series A Preferred Stock”).

The purposes of the above transactions were to bolster the Company’s financial position and help the Company regain compliance with Nasdaq listing requirement. The Company was successful in accomplishing both of these goals.

Under the certificates of designation for both the Series A Preferred Stock and the Series B Preferred Stock (the “Preferred Stock”) and pursuant to NASDAQ Listing Rule 5653(d), the Company may not issue shares of Common Stock (or securities convertible into or exercisable for Common Stock) in other than public offerings without stockholder approval if the aggregate number of shares of Common Stock issued would be equal to or greater than 20% of the Company’s issued and outstanding shares of Common Stock as of the date of issuance, and the price per share of Common Stock issued is less than the closing price immediately preceding the signing of the binding agreement or the average closing price of the Common Stock for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”). The conversion terms of the Preferred Stock allow conversion at a price below the Minimum Price and therefore, in order to approve the conversion of the Preferred Stock into Common Stock equal to or greater than 20% of the Company’s issued and outstanding shares as of the date of the issuance of the Preferred Stock, the Company’s stockholders voted to approve the same.

On September 26, 2024, the Board unanimously approved the conversions of Series A Preferred Stock and Series B Preferred Stock which will result in shares of Common Stock issued that is equal or greater than 20% of the Company’s issued and outstanding shares of Common Stock as of the date of such issuance. By way of written consents delivered on September 26, 2024, a majority of the Company’s stockholders holding 4,055,431 shares of our Common Stock representing approximately 69% of our voting power approved this Item 1 in accordance with the requirement under NASDAQ Listing Rule 5635(d).

Item 2.

AMENDMENT TO THE CURRENT EXCHANGE AGREEMENT

On September 25, 2024, the Company and NextNRG Holding Corp. (“NextNRG”) entered into the Second Amendment (the “Amendment”) to the Second Amended and Restated Exchange Agreement dated June 11, 2024 (the “Exchange Agreement”).

Pursuant to the terms of the Amendment, upon consummation of the transactions contemplated therein the consideration paid to NextNRG in the transaction will be increased from 40 million shares of the Company’s Common Stock to 100 million shares of the Company’s common stock.

The closing of the transactions contemplated under the Exchange Agreement are subject to certain customary closing conditions, including (i) the receipt of the requisite third-party consents, and (ii) compliance with the rules and regulations of The Nasdaq Stock Market.

On the Closing Date (as defined in the Exchange Agreement), the stockholders of NextNRG shall sell, assign, transfer and deliver to the Company, free and clear of all Liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of NextNRG. All of the shares of NextNRG shall be exchanged, collectively, for the aggregate of 100,000,000 Exchange Shares of which, 25,000,000 or 50,000,000 Exchange Shares will vest on the Closing Date, and the remaining 50,000,000 or 75,000,000 Exchange Shares (the “Restricted Shares”) will be subject to vesting or forfeiture.

(1) In the event that the acquisition of the Target (as defined in the Exchange Agreement) by NextNRG, directly or indirectly through NextNRG or a subsidiary of NextNRG, has been completed prior to the Closing, then 50,000,000 of the Exchange Shares shall be the “Vested Shares” and 50,000,000 of the Exchange Shares shall be the “Restricted Shares” subject to vesting; and

(2) In the event that the acquisition of the Target by NextNRG, directly or indirectly through NextNRG or a subsidiary of NextNRG, has not been completed prior to the Closing, then 25,000,000 of the Exchange Shares shall be the “Vested Shares” and 75,000,000 of the Exchange Shares shall be the “Restricted Shares” subject to vesting.

The Restricted Shares will vest, if at all, according to the following schedule:

(i) In the event that, prior to the Closing, NextNRG, directly or indirectly through NextNRG or a subsidiary of NextNRG, has not completed the acquisition of the Target, and therefore 25,000,000 of the Exchange Shares were “Vested Shares” as of the Closing, then upon the Company (directly or indirectly through NextNRG or a subsidiary of NextNRG), completing the acquisition of the Target, 25,000,000 of the Restricted Shares shall vest.

(ii) Upon the Company deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system, 25,000,000 Restricted Shares shall vest. For purposes herein; (i) a “solar system” means a 500kw to 5MW system in which the Company produces solar energy and transmits it to the electrical grid, or to a third party which purchase the energy, which third party may be the customer for the solar energy in the event that such energy powered the Company’s charging stations; (ii) “battery storage system” means systems in which energy is stored in order to reduce load and capacities on the electrical grid; and “microgrid” means a local energy grid controlled locally that can exist in isolation or be disconnected from a ‘traditional’ grid and operate autonomously. Deployment shall be determined by the Company receiving verification from the contractor that the system is functioning and in use. For a deployment to satisfy this condition it must be a commercial deployment.

(iii) Upon the Company attaining one or more of the milestones in the following sentence, 25,000,000 Restricted Shares shall vest. The milestones shall be any one or more of (1) the Company reaching annual revenues exceeding $100 million; (2) the Company completing projects with deployment costs greater than $100 million; and (3) the Company completing a capital raise greater than $25 million.

Potential Effect of the Transaction

The issuance of shares of the additional Common Stock pursuant to the Amendment was approved by the consenting stockholders, will dilute the ownership and voting rights of stockholders and could also have a negative effect on the trading price of the Company’s Common Stock.

On September 26, 2024, the Board unanimously approved the Amendment and the issuance of the Shares. The holders of 4,055,431 shares of our Common Stock representing approximately 69% of our voting power, executed and delivered to the Company a written consent approving the Amendment and the issuance of the Shares as per this Item 2.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of the Company’s common stock as of September 26, 2024 by: (i) each executive officer and director; (ii) all executive officers and directors of the Company as a group; and (iii) all those known by the Company to be beneficial owners of more than five percent (5%) of its Common Stock.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 4,516,531 shares of Common Stock issued and outstanding on September 26, 2024, adjusted as required by rules promulgated by the SEC.

*Less than 1%

INTERESTS OF CERTAIN PERSONS IN THE AUTHORIZATIONS

No officer, director, nominee for election as a director, associate of any director, executive officer or nominee, or beneficial owner of more than 5% of our Common Stock has any substantial interest in the matters acted upon by our Board and stockholders, other than his role as an officer, director or beneficial owner, except that Michael D. Farkas, who is a beneficial owner of more than 5% of our Common Stock, is the CEO and largest stockholder of NextNRG Holding Corp.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements concerning the effects of the stockholder approval and statements using terminology such as “expects,” “should,” “would,” “could,” “intends,” “plans,” “anticipates,” “believes,” “projects” and “potential.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties, and assumptions. Known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those contemplated by the statements.

In evaluating these statements, you should specifically consider various factors that may cause our actual results to differ materially from any forward-looking statements. These risk factors include the following risk factor relating to the Company’s compliance with the continued listing requirements of Nasdaq:

ADDITIONAL INFORMATION

Householding of Materials

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our Information Statement may have been sent to multiple Company stockholders in each household unless otherwise instructed by such Company stockholders. We will deliver promptly a separate copy of the Information Statement to any Company stockholder upon written or oral request to us, at Corporate Secretary, EzFill Holdings, Inc., 67 NE 183^rd Street, Miami, FL 33169, or contact (305) 791-1169. Any Company stockholder wishing to receive separate copies of our proxy statement or annual report to Company stockholders in the future, or any Company stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the Company stockholder’s bank, broker, or other nominee record holder, or the Company stockholder may contact us at the above address and phone number.

Costs

We will make arrangements with brokerage firms and other custodians, nominees, and fiduciaries who are record holders of our Common Stock for the forwarding of this Information Statement to the beneficial owners of our Common Stock. We will reimburse these brokers, custodians, nominees, and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of the Information Statement.

Incorporation By Reference

The SEC allows us to “incorporate by reference” information into this Information Statement, which means that we can disclose important information to you by referring you to other documents that we have filed separately with the SEC and are delivering to you with a copy of this Information Statement. The information incorporated by reference is deemed to be part of this Information Statement. This Information Statement incorporates by reference the following documents:

You may read and copy any reports, statements, or other information we file at the public reference facilities maintained by the SEC in Room 1590, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for additional information on the operation of the SEC’s public reference facilities. The SEC maintains a website that contains reports, proxy statements, and other information, including those filed by us, at http://www.sec.gov.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Information Statement will be deemed modified, superseded or replaced for purposes of this Information Statement to the extent that a statement contained in this Information Statement or in any subsequently filed document that also is or is deemed to be incorporated by reference in this Information Statement modifies, supersedes or replaces such statement.