SUBSEQUENT EVENTS	9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Campers Inn Sale As previously disclosed by the Company in its Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 10, 2025, on October 6, 2025, we entered into the Asset Purchase Agreement for the Asset Sales. The Asset Purchase Agreement represents the parties’ definitive agreement with respect to the transactions contemplated by the letter of intent the Company previously disclosed in its Form 8-K filed with the SEC on September 16, 2025, and the Asset Purchase Agreement supersedes such letter of intent. As consideration for the Asset Sales, the Purchasers have agreed to pay an aggregate purchase price consisting of: (i) $30 million for the Sellers’ assets other than RV inventory and owned real property; (ii) a price for the Sellers’ RV inventory to be calculated by the parties at each closing based on pricing formulas and methodologies as stated in Exhibit A to the Asset Purchase Agreement; and (iii) $34.9 million for the Sellers’ owned real property. Purchasers will also assume certain outstanding obligations of the Sellers and are expected to continue operations at certain of the Sellers’ RV dealerships, as further described in Exhibit A to the Asset Purchase Agreement. Subject to the terms and conditions of the Asset Purchase Agreement, the consummation of the Asset Sales are scheduled to take place in a series of Closings on a site-by-site basis, with current target Closings to occur between November 17, 2025 and November 26, 2025, in the sequence and in accordance with the other closing procedures described in the Asset Purchase Agreement and its exhibits. The obligations of the parties to consummate the transactions contemplated by the Asset Purchase Agreement at each Closing are subject to the fulfillment of each of the following conditions: (i) all waiting periods applicable to the consummation of the transactions contemplated by the Asset Purchase Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any other applicable antitrust laws (to the extent applicable to the Closing at issue) (if any) shall have expired or been terminated; (ii) to the extent approval by the stockholders of the Company is required by law prior to consummating the Asset Sales, written consents from the requisite stockholders of the Company, or other manner of obtaining requisite approval from the stockholders of the Company, to the consummation of the transactions contemplated by the Asset Purchase Agreement shall have been obtained and become effective in compliance with applicable laws, and any waiting period relating thereto (including under Rule 14c-2 under the Securities Exchange Act of 1934, as amended, with respect to the filing of an information statement with the SEC) shall have expired; and (iii) certain third-party consents (to the extent applicable to the Closing at issue) shall have been obtained. On October 14, 2025, stockholders of Lazydays holding at least a majority of the outstanding shares of our common stock as of October 6, 2025 and October 14, 2025 (such dates, the “Record Dates”) approved the transactions contemplated by the Asset Purchase Agreement by execution of written consent in lieu of a meeting (the “Written Consent”), as further described in the Company’s preliminary and definitive information statements filed pursuant to Section 14(c) of the Securities Exchange Act of 1934 on October 15, 2025 and October 27, 2025, respectively. On November 13, 2025 at 11:59 P.M. (Eastern Time), the waiting period under the HSR Act expired for such transactions. The obligation of the Purchasers to consummate the transactions contemplated by the Asset Purchase Agreement at each Closing is subject to their receipt of good and marketable title to the applicable purchased assets at such Closing (or, in the case of recent trade-in RV inventory, powers of attorney and payoffs to allow the Purchasers to clear title in the ordinary course after such Closing), free and clear of all Encumbrances other than Permitted Encumbrances (in each case as defined in the Asset Purchase Agreement). The obligations of the Sellers to consummate the transactions contemplated by the Asset Purchase Agreement at each Closing are subject to the Purchasers having completed the applicable payments required under the Asset Purchase Agreement with respect to such Closing. The Asset Purchase Agreement may be terminated with respect to any one or more sites at any time prior to the final Closing: (i) by mutual written consent of the Purchasers and the Sellers; (ii) by the Purchasers or a Seller if a final, non-appealable order or law permanently enjoining or otherwise prohibiting the transactions contemplated by the Asset Purchase Agreement has been issued by a governmental authority, but only as to the particular transaction or transactions contemplated by the Asset Purchase Agreement subject to such order or law; (iii) by the Company upon exercise of the Fiduciary Out (as defined in the Asset Purchase Agreement), provided the Company pays a $10 million termination fee; or (iv) by the Purchasers or a Seller if the final Closing has not occurred on or before 11:59 P.M. (Eastern Time) on December 1, 2025 (the “Outside Date”); provided, that the right to terminate the Asset Purchase Agreement under clause (iv) will not be available to a party if the failure of such party to fulfill, or breach by such party of, any agreement or covenant under the Asset Purchase Agreement has been the cause of, or resulted in, the failure of the final Closing to occur on or before the Outside Date. Plan of Dissolution On October 6, 2025, in connection with the Company’s entry into the Asset Purchase Agreement and the transactions contemplated thereby, the Board approved, subject to stockholder approval, a plan of dissolution which provided for the Liquidation and the Dissolution of the Company, which plan of dissolution was previously disclosed by the Company. On October 14, 2025, the Board subsequently approved the Plan of Dissolution, pursuant to which the Company may choose to liquidate its assets and dissolve after the final Closing of the Asset Sales. On October 14, 2025, the Majority Holders, collectively holding a majority of the issued and outstanding shares of Common Stock, approved the Plan of Dissolution by execution of the Written Consent, as further described in the Company’s preliminary and definitive information statements filed pursuant to Section 14(c) of the Securities Exchange Act of 1934 on October 15, 2025 and October 27, 2025, respectively. The Board may, in its discretion, abandon the Liquidation and the Dissolution of the Company without further action by the stockholders of the Company at any time prior to the Dissolution. After payment of outstanding liabilities to the Company’s secured and unsecured creditors pursuant to the Plan of Dissolution in order of contractual and legal priority, the Company expects there will be no assets remaining for distribution to its stockholders in the Dissolution. Amendment to Limited Waiver and Consent with Respect to Credit Agreement On October 29, 2025, the Company entered into a First Amendment to Amended and Restated Limited Waiver and Consent (the “September Waiver Amendment”), which amended the September 2025 Waiver to, among other things, include as additional Specified Defaults (a) the failure of the Company and certain other loan parties to provide prompt notice to the Administrative Agent of certain litigation proceedings and (b) the occurrence of a change in control (as such term is defined in the Credit Agreement) resulting from the approval by the direct or indirect holders of the equity interests in the Company of the Plan of Dissolution. The September Waiver Amendment also changes, solely during the September 2025 Waiver Period, certain eligibility criteria for certain inventory, which changes allow the Company and the other loan parties to borrow increased loan amounts with respect to such inventory during the September 2025 Waiver Period. In addition, under the September Waiver Amendment, the Lenders agreed to permit Company and the other loan parties to retain a portion of certain proceeds from the Asset Sales that would otherwise be required to be used to repay the obligations outstanding under the Credit Agreement, provided that no default or event of default exists (except the Specified Defaults) and certain other conditions are met, and subject to certain limitations, including a maximum retained proceeds amount of $4.5 million. The Company intends to use the proceeds of the increased loan amounts and retained proceeds from the Asset Sales, to the extent received, for working capital to support operations until the completion of all Asset Sales. As previously disclosed, after the completion of all Asset Sales, the Company would not have any remaining business operations, and the Company expects any remaining assets, liabilities and affairs would become subject to the Plan of Dissolution. Nasdaq Delisting Determination As previously disclosed, on November 7, 2025, the Board determined to delist the Company’s common stock from Nasdaq and, in connection therewith, the Company notified Nasdaq of the Company’s intention to file a Form 25 with the Securities and Exchange Commission on or about November 17, 2025. The Company anticipates that the Form 25 will become effective ten days following its filing and that the common stock will be delisted from Nasdaq on or about November 28, 2025. The Company has not arranged for listing and/or registration of the common stock on another national securities exchange or for quotation in a quotation medium, and the Company can provide no assurance that trading in the common stock will continue on any over-the-counter market or any market. WARN Act Notification As previously disclosed, on September 16, 2025, in compliance with the Worker Adjustment and Retraining Notification Act of 1988, as amended, and applicable state law, the Company notified affected employees and requisite state and local authorities that the Company expects to terminate employees providing services at the Company’s corporate headquarters in Tampa, Florida effective November 16, 2025 or within 14 days thereafter in connection with the closing of the Asset Sales.

As consideration for the Asset Sales, the Purchasers have agreed to pay an aggregate purchase price consisting of: (i) $30 million for the Sellers’ assets other than RV inventory and owned real property; (ii) a price for the Sellers’ RV inventory to be calculated by the parties at each closing based on pricing formulas and methodologies as stated in Exhibit A to the Asset Purchase Agreement; and (iii) $34.9 million for the Sellers’ owned real property. Purchasers will also assume certain outstanding obligations of the Sellers and are expected to continue operations at certain of the Sellers’ RV dealerships, as further described in Exhibit A to the Asset Purchase Agreement.

The obligations of the parties to consummate the transactions contemplated by the Asset Purchase Agreement at each Closing are subject to the fulfillment of each of the following conditions: (i) all waiting periods applicable to the consummation of the transactions contemplated by the Asset Purchase Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any other applicable antitrust laws (to the extent applicable to the Closing at issue) (if any) shall have expired or been terminated; (ii) to the extent approval by the stockholders of the Company is required by law prior to consummating the Asset Sales, written consents from the requisite stockholders of the Company, or other manner of obtaining requisite approval from the stockholders of the Company, to the consummation of the transactions contemplated by the Asset Purchase Agreement shall have been obtained and become effective in compliance with applicable laws, and any waiting period relating thereto (including under Rule 14c-2 under the Securities Exchange Act of 1934, as amended, with respect to the filing of an information statement with the SEC) shall have expired; and (iii) certain third-party consents (to the extent applicable to the Closing at issue) shall have been obtained. On October 14, 2025, stockholders of Lazydays holding at least a majority of the outstanding shares of our common stock as of October 6, 2025 and October 14, 2025 (such dates, the “Record Dates”) approved the transactions contemplated by the Asset Purchase Agreement by execution of written consent in lieu of a meeting (the “Written Consent”), as further described in the Company’s preliminary and definitive information statements filed pursuant to Section 14(c) of the Securities Exchange Act of 1934 on October 15, 2025 and October 27, 2025, respectively. On November 13, 2025 at 11:59 P.M. (Eastern Time), the waiting period under the HSR Act expired for such transactions.

The obligation of the Purchasers to consummate the transactions contemplated by the Asset Purchase Agreement at each Closing is subject to their receipt of good and marketable title to the applicable purchased assets at such Closing (or, in the case of recent trade-in RV inventory, powers of attorney and payoffs to allow the Purchasers to clear title in the ordinary course after such Closing), free and clear of all Encumbrances other than Permitted Encumbrances (in each case as defined in the Asset Purchase Agreement).

The Asset Purchase Agreement may be terminated with respect to any one or more sites at any time prior to the final Closing: (i) by mutual written consent of the Purchasers and the Sellers; (ii) by the Purchasers or a Seller if a final, non-appealable order or law permanently enjoining or otherwise prohibiting the transactions contemplated by the Asset Purchase Agreement has been issued by a governmental authority, but only as to the particular transaction or transactions contemplated by the Asset Purchase Agreement subject to such order or law; (iii) by the Company upon exercise of the Fiduciary Out (as defined in the Asset Purchase Agreement), provided the Company pays a $10 million termination fee; or (iv) by the Purchasers or a Seller if the final Closing has not occurred on or before 11:59 P.M. (Eastern Time) on December 1, 2025 (the “Outside Date”); provided, that the right to terminate the Asset Purchase Agreement under clause (iv) will not be available to a party if the failure of such party to fulfill, or breach by such party of, any agreement or covenant under the

On October 6, 2025, in connection with the Company’s entry into the Asset Purchase Agreement and the transactions contemplated thereby, the Board approved, subject to stockholder approval, a plan of dissolution which provided for the Liquidation and the Dissolution of the Company, which plan of dissolution was previously disclosed by the Company. On October 14, 2025, the Board subsequently approved the Plan of Dissolution, pursuant to which the Company may choose to liquidate its assets and dissolve after the final Closing of the Asset Sales.

On October 14, 2025, the Majority Holders, collectively holding a majority of the issued and outstanding shares of Common Stock, approved the Plan of Dissolution by execution of the Written Consent, as further described in the Company’s preliminary and definitive information statements filed pursuant to Section 14(c) of the Securities Exchange Act of 1934 on October 15, 2025 and October 27, 2025, respectively. The Board may, in its discretion, abandon the Liquidation and the Dissolution of the Company without further action by the stockholders of the Company at any time prior to the Dissolution. After payment of outstanding liabilities to the Company’s secured and unsecured creditors pursuant to the Plan of Dissolution in order of contractual and legal priority, the Company expects there will be no assets remaining for distribution to its stockholders in the Dissolution.

On October 29, 2025, the Company entered into a First Amendment to Amended and Restated Limited Waiver and Consent (the “September Waiver Amendment”), which amended the September 2025 Waiver to, among other things, include as additional Specified Defaults (a) the failure of the Company and certain other loan parties to provide prompt notice to the Administrative Agent of certain litigation proceedings and (b) the occurrence of a change in control (as such term is defined in the Credit Agreement) resulting from the approval by the direct or indirect holders of the equity interests in the Company of the Plan of Dissolution.

The September Waiver Amendment also changes, solely during the September 2025 Waiver Period, certain eligibility criteria for certain inventory, which changes allow the Company and the other loan parties to borrow increased loan amounts with respect to such inventory during the September 2025 Waiver Period. In addition, under the September Waiver Amendment, the Lenders agreed to permit Company and the other loan parties to retain a portion of certain proceeds from the Asset Sales that would otherwise be required to be used to repay the obligations outstanding under the Credit Agreement, provided that no default or event of default exists (except the Specified Defaults) and certain other conditions are met, and subject to certain limitations, including a maximum retained proceeds amount of $4.5 million. The Company intends to use the proceeds of the increased loan amounts and retained proceeds from the Asset Sales, to the extent received, for working capital to support operations until the completion of all Asset Sales. As previously disclosed, after the completion of all Asset Sales, the Company would not have any remaining business operations, and the Company expects any remaining assets, liabilities and affairs would become subject to the Plan of Dissolution.

As previously disclosed, on November 7, 2025, the Board determined to delist the Company’s common stock from Nasdaq and, in connection therewith, the Company notified Nasdaq of the Company’s intention to file a Form 25 with the Securities and Exchange Commission on or about November 17, 2025. The Company anticipates that the Form 25 will become effective ten days following its filing and that the common stock will be delisted from Nasdaq on or about November 28, 2025.