Form 8-K - Current report

 

 

 

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

 

Exhibit No.		Description
10.1*		Letter of Understanding, dated as of December 12, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* 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 : [e-mail]	Rob Ascher Tel [phone] Email [e-mail]

 

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 ([e-mail]) and Prabhu Murugan ([e-mail]) and the Company contact Yehuda Levy ( [e-mail]).

 

Transition contact

 

5. Yehuda Levy will act as the overall transition manager and principal contact in the Company organization.

 

6. Kyle Baker ([e-mail]) 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 [phone]

 

E-mail [e-mail]

 

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

 

 

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	001-40809
Entity Registrant Name	EZFILL HOLDINGS, INC.
Entity Central Index Key	0001817004
Entity Tax Identification Number	84-4260623
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	67 NW 183rd Street
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33169
City Area Code	305
Local Phone Number	791-1169
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	EZFL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---