Coliseum Capital Management SC 13D/ALazydays / Coliseum Capital Management ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

LAZYDAYS HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

52110H 100

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2024

(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-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐

The information required on 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).

Explanatory Note: This Amendment No. 22 (this “Schedule 13D Amendment”) to the Schedule 13D (the “Initial 13D”) filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the “Commission”) on March 26, 2018, relating to Common Stock of Lazydays Holdings, Inc. (the “Issuer”) (formerly known as Andina II Holdco Corp.), a Delaware corporation, and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on December 17, 2018, by Amendment No. 2 to the Initial 13D filed on December 18, 2019, by Amendment No. 3 to the Initial 13D filed on May 20, 2020, by Amendment No. 4 to the Initial 13D filed on June 19, 2020, by Amendment No. 5 to the Initial 13D filed on August 5, 2020, by Amendment No. 6 to the Initial 13D filed on October 9, 2020, by Amendment No. 7 to the Initial 13D filed on November 27, 2020, by Amendment No. 8 to the Initial 13D filed on December 10, 2021, by Amendment No. 9 to the Initial 13D filed on December 14, 2021, by Amendment No. 10 to the Initial 13D filed on November 9, 2022, by Amendment No. 11 to the Initial 13D filed on November 14, 2022, by Amendment No. 12 to the Initial 13D filed on December 7, 2022, by Amendment No. 13 to the Initial 13D filed on March 2, 2023, by Amendment No. 14 to the Initial 13D filed on March 7, 2023, by Amendment No. 15 to the Initial 13D filed on March 20, 2023, by Amendment No. 16 to the Initial 13D filed on May 23, 2023, by Amendment No. 17 to the Initial 13D filed on November 30, 2023, by Amendment No. 18 to the Initial 13D filed on January 3, 2024, by Amendment No. 19 to the Initial 13D filed on May 17, 2024, by Amendment No. 20 to the Initial 13D filed on June 11, 2024 and by Amendment No. 21 to the Initial 13D filed on August 12, 2024, amends and supplements the items set forth herein.

As used in this statement, the term “Reporting Persons” collectively refers to:

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

The information in Item 4 hereof is incorporated herein by reference.

The source and amount of funds used in purchasing the CCM PIPE Shares as described in Item 4 hereof by the CCP and a separate account investment advisory client of CCM (the “Separate Account”) were as follows:

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

PIPE Purchase Agreements

On November 15, 2024 the Issuer entered into a securities purchase agreement (the “CCM PIPE Purchase Agreement”) with CCP and the Separate Account (collectively, the “CCM PIPE Purchasers”) for the sale and issuance of 10,992,330 shares of Common Stock to CCP and 3,640,776 shares of Common Stock to the Separate Account, in each case, at a price per share of $1.03 (the “CCM PIPE Shares”). On that same day, the Issuer entered into an additional securities purchase agreement (the “Additional Purchase Agreement”, together with the CCM PIPE Purchase Agreement, the “PIPE Purchase Agreements”) with certain investors (the “Additional PIPE Investors”, and, together with the CCM PIPE Purchasers, the “PIPE Purchasers”) for the sale and issuance of additional shares of Common Stock at a price of $1.03 (the “Additional PIPE Shares” and together with the CCM PIPE Shares, the “PIPE Shares”). The closing of the sale and issuance of the PIPE Shares occurred on November 15, 2024.

Pursuant to the terms of the PIPE Purchase Agreements, the Issuer agreed to file with the Commission a registration statement related to a proposed rights offering in which the holders of Common Stock (other than the PIPE Purchasers and certain other persons who irrevocably waived such rights) will receive non-transferable rights to purchase an aggregate of $25 million of Common Stock at the same price per share as the PIPE Shares.

Anti-Dilution Adjustments to Warrants

The issuance of the PIPE Shares triggered certain anti-dilution adjustments contained in the Warrants, which were previously exercisable for 2,000,000 shares of Common Stock at an exercise price of $5.25 per share. As a result of these anti-dilution adjustments, the Warrants are now exercisable for 10,194,174 shares of Common Stock at an exercise price of $3.83 per share of Common Stock.

Preferred Stock Exchange Agreements

Also on November 15, 2024, the Issuer entered into Preferred Stock Exchange Agreements (the “Exchange Agreements”) with CCP and the Separate Account, as well as certain other holders (collectively, the “Holders”) of the Issuer’s Preferred Stock. Pursuant to the Exchange Agreements, the Holders agreed to exchange approximately 600,000 shares of Preferred Stock for 66,488,498 shares of Common Stock (the “Exchange Shares”), eliminating the current accrued liquidation preference of the Preferred Stock of $68.5 million and annual dividend of $9 million. Approximately 150,000 shares of Preferred Stock and 16,622,238 Exchange Shares were exchanged and issued, respectively, on November 15, 2024, with the balance to be automatically exchanged and issued when the Issuer files an amendment to its Certificate of Incorporation to increase the authorized number of shares of Common Stock necessary to accommodate the exchange of the full amount of the Preferred Stock to Common Stock (the “Charter Amendment”). The necessary stockholders approved the Charter Amendment by written consent on November 15, 2024, and the Charter Amendment will be filed as soon as permitted after the filing of an information statement and required waiting period pursuant to Rule 14c-2 under the Exchange Act. The Issuer expects this will occur prior to December 31, 2024.

The following table sets forth for each of CCP and the Separate Account (i) the number of shares of Preferred Stock exchanged and the number of Exchange Shares received on November 15, 2024 and (ii) the number of shares of Preferred Stock to exchanged and the number of Exchange Shares to be received upon the filing of the Charter Amendment, in each case pursuant to the applicable Exchange Agreement:

The foregoing description of the terms of the Exchange Agreements is qualified in its entirety by the provisions of the Exchange Agreements, the form of which is filed as Exhibit 12 hereto and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

CCM is an investment adviser whose clients, including CCP and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock and Preferred Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.

The information in Item 4 hereof is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

SIGNATURES

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.

DATED: November 19, 2024