false
0001817004
0001817004
2024-12-12
2024-12-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 12, 2024
EZFILL
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40809 |
|
84-4260623 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
67
NW 183rd Street, Miami, Florida 33169
(Address
of principal executive offices, including Zip Code)
305
-791-1169
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value per share |
|
EZFL |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
Letter
of Understanding, dated as of December 12, 2024:
On
December 12, 2024, EzFill Holdings, Inc., a Delaware corporation (the “Company”) and Shell Retail and Convenience
Operations LLC d/b/a Shell TapUp and d/b/a Instafuel, a Delaware limited liability company (“Shell”), entered into
a Letter of Understanding (the “LOU”) in respect of the purchase and sale of seventy-eight (78) trucks and certain
above ground tanks for a total purchase price of $5,345,077 plus applicable taxes. The LOU provides for the Company to pay Shell a seven
percent (7%) non-refundable down payment by December 16, 2024, with the remaining balance due by December 26, 2024. The LOU provides
the Company with an option of removing up to eight (8) trucks from the schedule of transferred assets, based on the results of its inspections
of the trucks, with the final purchase price being updated accordingly.
The
LOU provides for certain representations, covenants and indemnification obligations that are customary for these types of transactions.
The Company expects the transactions contemplated by the LOU to close by December 26, 2024.
The
information set forth above is qualified in its entirety by reference to the LOU, which is incorporated herein by reference and attached
hereto as Exhibit 10.1.
Forward
Looking Statement
This
Current Report on Form 8-K contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking
statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which
we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance,
including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities.
You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such
as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,”
“believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes”
or the negative of these or similar terms. Factors that may cause actual results to differ materially from current expectations include,
among other things, those listed under the heading “Risk Factors” and elsewhere in the registration statement that we have
filed with the U.S. Securities and Exchange Commission. Forward-looking statements are only predictions. The forward-looking events discussed
in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results
may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise
any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document
and other statements made from time to time by us or our representatives might not occur. Past performance is not indicative of future
results. There is now guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a total
risk of loss.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
*
Portions of this exhibit have been redacted pursuant to Instruction No. 6 of Item 1.01 of Form 8-K or otherwise omitted in accordance
with Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish a copy of all unredacted and omitted schedules and exhibits
to the SEC upon its request.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
December 18, 2024
EZFILL
HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Yehuda Levy |
|
Name: |
Yehuda
Levy |
|
Title: |
Chief
Executive Officer |
|
Exhibit
10.1
EzFill
Holdings, Inc. |
|
Mr
Yehuda Levy
CEO
Email
: yehuda@ezfl.com |
Rob
Ascher
Tel
+212-203-1061
Email
Robert.Ascher@shell.com |
12
December 2024
Letter
of Understanding
Dear
Mr Levy
I
am pleased to confirm the Term Sheet items between SRCO and EzFill (hereafter referred to as the “Company”), in order to
carry out the transition (hereafter referred to as the “Transition”).
It
is our mutual understanding that the period for the Transition will be completed by December 27th, if not earlier; please see Exhibit
C – Transition Schedule covering the markets in scope.
The
total amount of the truck purchase is USD 5,345,077 plus applicable tax, which will be paid by Company via ACH to SRCO’s bank account
the day prior to the transition date for the respective market to confirm receipt of funds minus the downpayment. Please see Exhibit
A – Truck List and Exhibit D – Bill of Sale. Delivery Point is the SCRO yard or parking facility wherein Company takes possession
of the trucks. The title to the trucks will be overnighted to the Company’s provided address following receipt of payment.
The
leases in and out of scope are identified in Exhibit B – Leases. SRCO will honor a reduction in the assigned yard lease cost for
the remaining term of the leases. The deposits, if required by the lessor, will be the responsibility of Company. The period of the lease
will run from January 2025 [not including renewals] to the end of the term. The yard leases do not include trailers or portable restrooms.
In
regards to employees, SRCO would direct current market employees to the Company website or email to apply for employment.
In
regards to fuel supply, SRCO will facilitate introductions to Supply and Terminal contacts.
SRCO
will facilitate Company in sustaining Shell Fleet Card transactions with customers that are currently paying through the Shell Fleet
Card.
The
commencement date to sign and return the Proposal under the Letter of Understanding would be 16th December 2024 (the “Commencement
Date”).
The
7% non-refundable down payment for the 78 vehicle purchase of USD 5,345,077 and Above Ground Tanks of USD 80,000 due by December 16th
along with a signed Letter of Understanding. Remaining balance due by December 26th otherwise down payment is forfeited.
The
letter of understanding, as described below, is subject to satisfactory completion of agreed transition milestones.
Incorporated
Documents
3.
This Letter of Understanding incorporates by reference the following attached Exhibits,
Exhibit
A – Truck List
Exhibit
B - Leases
Exhibit
C – Transition Schedule
Exhibit
D – Bill of Sale
Communications
Protocol
4.
All communications on the LOU should be through SRCO contacts Rob Ascher (Robert.Ascher@shell.com) and Prabhu Murugan (Prabhu.Murugan@shell.com)
and the Company contact Yehuda Levy ( yehuda@ezfl.com).
Transition
contact
5.
Yehuda Levy will act as the overall transition manager and principal contact in the Company organization.
6. Kyle
Baker (kyle.baker@shell.com) will act as the Transition Officer in SRCO.
Conditions
of the Transition
7. The
Transition is made subject to the following additional conditions:
(a) |
that
the transition will be implemented with due diligence and in accordance with Shell General Business Principles; |
|
|
(b) |
that
the Company shall maintain proper books of account and other records adequate to reflect truly and fairly the financial condition
of the Company and the results of its operations in conformity with international standards consistently applied; |
|
|
(c) |
that
the Company shall permit representatives of the SRCO to visit the Market Yards during Transition; |
(d) |
that
the Company shall promptly furnish the SRCO such information and provide access to relevant records as the SRCO may from time to
time request regarding the Transition for the purpose of monitoring and evaluation; |
|
|
(e) |
that
if any circumstances should occur which may impair the implementation of the Transition, the Company will make the necessary recommendations
about any actions that may be required; |
|
|
(f) |
that
Company’s rights and obligations under this agreement may not be transferred by the Company to a third party without the prior
written consent of the SRCO; |
Events
of Default
8. The
following shall be events that may lead to immediate termination of this Letter of Understanding and relevant incorporated Exhibits;
(a) |
if
the Company without the prior written consent of SRCO alters the Transition in a substantial manner, provided that the Company may
alter the Truck List by removing up to 8 trucks, based on the results of its inspections of the trucks, with the final purchase price
being updated accordingly; |
|
|
(b) |
if
the Company makes any claims to SRCO based on misleading information or falsified documentation, or in respect of costs that have
not actually been incurred; |
|
|
(c) |
if
the Company at any time during the Transition goes into liquidation or bankruptcy, is dissolved, or enters into any arrangements
with its creditors; |
|
|
(d) |
if
the Company, without the prior written consent of SRCO, assigns or transfers or causes to be assigned or transferred whether actually
or as a result of a take-over, merger, change of ownership or control, or other change in identity or character of the Company under
this Letter of Understanding or any part, share or interest therein; |
|
|
(e) |
if
the Transition is terminated without having been satisfactorily implemented before completion of the duration of the transition; |
|
|
(f) |
if
the Company either directly or through its servants, agents or sub-contractors commits any material breach of its obligations or
the Company fails to comply with any terms of this Letter of Understanding or relevant Exhibits; |
|
|
(g) |
if
the Company uses the Transition for any purpose other than the purposes in this Letter of Understanding or relevant Exhibits; |
|
|
(h) |
if
any provision of this Letter of Understanding is/has become invalid, illegal or unenforceable and such provision is not restored
or replaced by a provision acceptable to SRCO within ten days of SRCO’s notice to the Company requiring such restoration or
replacement. |
No
Legal Partnership
9.
Nothing in this Letter of Understanding should be construed or interpreted as creating a legal partnership or the incurring of legal
partnership, joint venture or similar obligations between the Company and SRCO, and it is acknowledged by both parties that it is not
nor has at any time been their intention to constitute a legal partnership, joint venture or similar relationship.
I
hope that this letter fully describes your understanding of the transition. We would greatly appreciate it if you could confirm your
acceptance of this offer by countersigning this Letter of Understanding and returning it to us no later than Friday December 13, 2024.
On
behalf of SRCO,
Yours
sincerely
Rob
Ascher
Global
Business Development Manager
Mobile
+212-203-1061
E-mail
Robert.Ascher@Shell.com
We
hereby confirm our acceptance of the above terms
/s/ Yehuda
Levy |
|
|
Yehuda
Levy |
|
|
CEO
of EzFill |
|
Date
12/12/2024 |
|
|
|
/s/ Robert
Ascher
|
|
|
Robert Ascher
|
|
|
Global Business
Development Manager, Shell Fleet Solutions
|
|
|
Exhibit
A – Truck List
Exhibit
B – Leases
Exhibit
C – Transition Schedule
Exhibit
D – Bill of Sale
v3.24.4
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
EzFill (NASDAQ:EZFL)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
EzFill (NASDAQ:EZFL)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024