HZO MarineMax Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 3, 2022

Registrant’s telephone number, including area code: 727-531-1700

Not Applicable

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:

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. ☐

Introductory Note

As previously announced, on August 8, 2022, MarineMax, Inc., a Florida corporation (“MarineMax” or the “Company”), and its wholly-owned subsidiary, MarineMax East, Inc., a Delaware corporation (the “Buyer”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Island Marina Holdings LLC, a Delaware limited liability company, and Island Marinas Subsidiary Corp., a Delaware corporation (together, the “Sellers”), pursuant to which the Buyer agreed, subject to specified terms and conditions, to purchase all of the outstanding membership interest units of Island Global Yachting LLC, a Delaware limited liability company, and, as part of the overall transaction, the outstanding membership interest of Island Gardens Deep Harbour, LLC, a Delaware limited liability company (the “Transaction”). The Transaction closed on October 3, 2022, effective as of October 1, 2022. The Transaction was consummated for an aggregate cash purchase price of $480 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement, with an additional potential payment of up to $100 million in cash two years after closing, subject to the achievement of certain performance metrics set forth in the Purchase Agreement.

On October 4, 2022 the Company filed a Current Report on Form 8-K (the “Initial Form 8-K”) with the Securities and Exchange Commission (the “SEC”) disclosing that it had consummated the Transaction and that the financial statements required by Item 9.01(a) and the pro forma financial information required by the Item 9.01(b) of the Current Report on Form 8-K would be filed by amendment. This Amendment No. 1 to Current Report on Form 8-K (this “Amended Form 8-K”) amends the Initial Form 8-K solely to provide the required financial statements and pro forma financial information.

This Amended Form 8-K should be read in conjunction with the Initial Form 8-K and the Company’s other filings with the SEC. Except as stated in this Amended Form 8-K, this Amended Form 8-K does not reflect events occurring after the filing of the Initial Form 8-K with the SEC on October 4, 2022 and no attempt has been made in this Amended Form 8-K to modify or update other disclosures as presented in the Initial Form 8-K.

statements (collectively, the “Unaudited Combined Condensed Financial Statements of IGY Marinas”), are filed as Exhibit 99.3. The Unaudited Combined Condensed Financial Statements of IGY Marinas are incorporated this Item 9.01(a) by reference.

(b) Pro forma financial information.

The unaudited Condensed Combined Pro Forma Balance Sheet of the Company and IGY Marinas as of June 30, 2022, the unaudited Condensed Combined Pro Forma Statement of Operations of the Company and IGY Marinas for the nine months ended June 30, 2022, the unaudited Condensed Combined Pro Forma Statement of Operations of the Company and IGY Marinas for the fiscal year ended September 30, 2021, and the notes related to such unaudited condensed combined pro forma financial statements (collectively, the “Pro Forma Financial Statements”), are filed as Exhibit 99.4 and are incorporated in this Item 9.01(b) by reference.

The pro forma financial information included in this Amended Form 8-K has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the Transaction.