La Rosa Holdings: securities offering

Cover page 99 changes

on September 12, 2023

Registration No. 333-264372

ea0204344-s1_larosa.htm

REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 24, 2024.

Registration Statement No. 333-

3 unchanged paragraphs

UNDER THE SECURITIES ACT OF 1933

2 unchanged paragraphs

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

Identification Number)

Celebration, FL 34747

Celebration, FL 34747

(State or other jurisdiction of

(Commission File Number)

1420 Celebration Blvd., 2 nd Floor

Celebration, Florida 34747

( Address, including zip code, and telephone number,

number, including area code, of Registrant's principal executive offices)

Chief Executive Officer and President

La Rosa Holdings Corp.

1420 Celebration Blvd., 2 nd Floor

Celebration, Florida 34747

2 unchanged paragraphs

Please send copies of all communications to:

1 unchanged paragraph

Carmel, Milazzo & Feil LLP

55 West 39 th Street, 4th Floor

M. Ali Panjwani, Esq.

As soon as practicable after the effective date of this Registration Statement.

additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities

Sichenzia Ross Ference Carmel LLP

1185 Ave of the Americas, 31 st

New York, New York 10036

Approximate date of commencement of proposed sale

From time to time after this Registration Statement

If any of the securities being registered on this

registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box. x

If this form is filed to register additional securities

amendment filed for an offering pursuant to Rule 462(c) 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed

amendment filed pursuant to Rule 462(d) 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed

pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"

and "emerging growth company" in Rule 12b-2 of the Exchange Act.

1 unchanged paragraph

Non-accelerated filer x

Smaller reporting company x

Emerging growth company x

If an emerging growth company, indicate by check

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 7(a)(2)(B) of the Securities Act. ☐

2 unchanged paragraphs

This Amendment No. 13 to the

Registration Statement on Form S-1 (File No. 333-264372) is filed solely to amend Exhibit 5.1 thereto. Accordingly, this Amendment No.

13 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.

INFORMATION NOT REQUIRED

Act of 1933, as amended, or until this the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained

in this prospectus is not complete and may be changed. The Selling Stockholder named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED APRIL 24, 2024

LA ROSA HOLDINGS CORP.

6,950,334 SHARES OF COMMON STOCK

This prospectus (this "Prospectus")

relates to the offer and sale from time to time by the selling stockholder (the "Selling Stockholder") of up to 6,950,334 shares of common stock, par value $0.0001 per share, of La Rosa Holdings Corp., a Nevada corporation.

We are registering the resale of (i) up to 6,316,034

shares of common stock issuable upon conversion of the convertible promissory notes (the "Convertible Notes") issued in two private placement transactions (the "Placements") completed on February 20, 2024 and April 1, 2024, pursuant to substantially identical Securities Purchase Agreements (the "Securities Purchase Agreements") with the Selling Stockholder,

Mast Hill Fund, L.P., a Delaware limited partnership ("Mast Hill" or the "Selling Stockholder"), (ii) up to 517,300 shares issuable upon exercise of warrants (the "Placement Warrants") issued to the Selling Stockholder in the Placements, and (iii) 117,000 shares of common stock issued to the Selling Stockholder in the Placements as commitment fees for entering into the

Securities Purchase Agreements.

The 6,950,334 shares of common stock being registered

in accordance with the Placements consist of the following: (i) pursuant to the Securities Purchase Agreement for the Placement that closed on February 20, 2024, with Mast Hill, up to 2,807,017 shares issuable upon conversion of the $1,052,631.58 Convertible Note issued to Mast Hill in that Placement, up to 215,000 shares issuable upon exercise of the Placement Warrants issued to Mast Hill in that Placement, and 67,000 shares of common stock issued to Mast Hill as a commitment fee for entering into the Securities Purchase Agreement for that

Placement; and (ii) pursuant to the Securities Purchase Agreement for the Placement that closed on April 1, 2024, with Mast Hill, up to 3,509,017 shares issuable upon conversion of the $1,316,000 Convertible Note issued to Mast Hill in that Placement, up to 302,300 shares issuable upon exercise of the Placement Warrants issued to Mast Hill in that Placement, and 50,000 shares of common stock issued to Mast Hill as a commitment fee for entering into the Securities Purchase Agreement for that Placement. For a more complete discussion of the terms and conditions of the Securities Purchase Agreements and Placements, see the discussion under the heading " Private

Placements. " The resale of the 6,950,334 shares by the Selling Stockholder pursuant to this Prospectus is referred to as the

We are not selling any securities under this Prospectus

and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder. We will, however, receive proceeds from the exercise of the Placement Warrants if they are exercised for cash.

The Selling Stockholder is an "underwriter"

within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder may sell the shares of common stock described in this Prospectus in a number of different ways and at varying prices. See " Plan of Distribution " for more information about how the Selling Stockholder may sell the shares of common stock being registered pursuant to this Prospectus.

We are a "controlled company" as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of April 24, 2024, controls 74% of the total voting power of our common stock based on his ownership of common stock and the 20,000,000 votes provided by his Series X Super Voting Preferred Stock, $0.0001 par value per share, (the "Series X Preferred Stock") that votes with the common stock, with respect to director elections and other matters. As a "controlled company," as defined under the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from Nasdaq's corporate governance rules. We do not plan to rely on these exemptions, but we may elect to do so in the future. Please read " Prospectus Summary-Implications of Being a Controlled Company " beginning on page 7 of this prospectus for more information.

We will pay the expenses incurred in registering

the shares of common stock, including legal and accounting fees. See " Plan of Distribution ."

and 19 more changes in the filing

Exhibits 193 changes

of Underwriting Agreement

of Incorporation of La Rosa Holdings Corp.

and Restated Articles of Incorporation of La Rosa Holdings Corp.

of La Rosa Holdings Corp.

of Amendment to Articles of Incorporation for 3.5 for 1 reverse stock split of Correction of Certificate of Amendment to Articles of Incorporation for 10 for 1 reverse stock split 3.6 Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock 3.7 Certificate of Amendment to Articles of Incorporation for 2 for 1 forward stock split 4.1 Form of Common Stock certificate 4.2 Form of Representative's Warrant 4.3 Warrant issued to Exchange Listing, LLC 5.1 Opinion of Carmel, Milazzo & Feil LLP 10.1# 2022 Equity Incentive Plan 10.2# Form of Stock Option Agreement 10.3 Reorganization Agreement And Plan of Share Exchange dated July 22, 2021 by and among La Rosa Holdings Corp., La Rosa Coaching, LLC, La Rosa CRE, LLC, La Rosa Franchising, LLC, La Rosa Property Management, LLC, and La Rosa Realty, LLC.

of Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated November 1, 2021 of Employment Agreement by and between La Rosa Holdings Corp. and Mark Gracy dated November 18, 2021 10.6# Director Agreement by and between La Rosa Holdings Corp. and Thomas Stringer 10.7# Director Agreement by and between La Rosa Holdings Corp. and Jodi R. White 10.8# Director Agreement by and between La Rosa Holdings Corp. and Michael La Rosa 10.9# Director Agreement by and between La Rosa Holdings Corp. and Ned L. Siegel of Convertible Note Purchase Agreement 10.11 Convertible Promissory Note by La Rosa Holdings Corp. to Rodney and Jennifer Bosley dated August 18, 2021 10.12 Convertible Promissory Note by La Rosa Holdings Corp. to Capital Pro LLC dated July 22, 2021 10.13 Convertible Promissory Note by La Rosa Holdings Corp. to Andres L. Hebra dated July 22, 2021 10.14 Convertible Promissory Note by La Rosa Holdings Corp. to ROI Funding LLC dated July 22, 2021 10.15 Convertible Promissory Note by La Rosa Holdings Corp. to Nadia Tattrie dated August 27, 2021 10.16 Convertible Promissory Note by La Rosa Holdings Corp. to Sonia Fuentes-Blanco dated September 14, 2021 10.17 Convertible Promissory Note by La Rosa Holdings Corp. to Patricia Jacome dated August 16, 2021 10.18 Convertible Promissory Note by La Rosa Holdings Corp. to Reyex Consulting, LLC dated October 12, 2021 10.19 Convertible Promissory Note by La Rosa Holdings Corp. to Anderson Correa dated October 11, 2021 10.20 Convertible Promissory Note by La Rosa Holdings Corp. to Katherine Lemieux dated October 15, 2021 10.21 Convertible Promissory Note by La Rosa Holdings Corp. to Luz Josanny Colon dated September 28, 2021 10.22 Convertible Promissory Note by La Rosa Holdings Corp. to Junior A. Morales Barreto dated October 15, 2021 10.23 Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 10.24 Convertible Promissory Note by La Rosa Holdings Corp. to Michael Kerns dated October 15, 2021 10.25 Convertible Promissory Note by La Rosa Holdings Corp. to Seana Abdelmajid dated October 20, 2021 10.26 Convertible Promissory Note by La Rosa Holdings Corp. to Milton Ocasio LLC dated September 28, 2021 10.27 Convertible Promissory Note by La Rosa Holdings Corp. to Gihan Awad dated October 12, 2021 disclosure document of La Rosa Franchising, LLC dated March 2, 2020, and template Franchise Agreement 10.29 Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated May 12, 2021 10.30 Lease Agreement by and between Crosscreek Village Station LLC and La Rosa Realty, LLC dated August 2, 2018, for office space located at Crosscreek Village shopping center, St. Cloud Florida 10.31 Lease Agreement by and between LJR Partners LLC and La Rosa Realty, LLC dated May 28, 2021, for office space located at 377-381 N. Krome Avenue, Homestead, Florida 10.32 Lease Agreement by and between Baez-Pavon Ins Group LLC and La Rosa Realty, LLC dated November 16, 2021, for office space located at 3388 Magic Oak LN, Sarasota, Florida 10.33 Amendment to Capital Market Advisory Agreement dated December 16, 2021 10.34 Convertible Promissory Note by La Rosa Holdings Corp. to Norkis Fernandez dated October 15, 2021 10.35 Convertible Promissory Note by La Rosa Holdings Corp. to Shakira Cortez dated December 13, 2021 10.36 Convertible Promissory Note by La Rosa Holdings Corp. to Randy Vasquez dated December 18, 2021 10.37 Convertible Promissory Note by La Rosa Holdings Corp. to Victor Cruz dated January 7, 2022 of Employment Agreement by and between La Rosa Holdings Corp. and Brad Wolfe dated January 10, 2022 10.39 Membership Interest Purchase Agreement dated as of January 11, 2022 by and among La Rosa Holdings Corp. and Thomas Stewart and La Rosa Realty North Florida, LLC 10.40 Stock Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp. and Norkis Fernandez and La Rosa Realty Lake Nona, Inc. 10.41 Membership Interest Purchase Agreement dated as of January 5, 2022 by and among La Rosa Holdings Corp. and Kevin Guzman and Carmen Aileen Guzman and La Rosa Realty The Elite LLC 10.42 Membership Interest Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp. and Ricky Miller and La Rosa Realty Lakeland LLC 10.43 Membership Interest Purchase Agreement dated as of December 21, 2021 by and among La Rosa Holdings Corp. and Maria Flores-Garcia and Horeb Kissimmee Realty LLC 10.44 Membership Interest Purchase Agreement dated as of January 7, 2022 by and among La Rosa Holdings Corp. and Carlos G. Bonilla and La Rosa CW (Consulting) Agreement dated January 10, 2022 between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd. 10.46 Stock Purchase Agreement dated as of January 10, 2022 between Bonilla Opportunity Fund I Ltd. and La Rosa Holdings Corp. 10.47 Renewal Note due April 30, 2022 by La Rosa Realty Corp. to ELP Global PLLC dated March 10, 2022 10.48 Agent Incentive Plan 10.49# Amendment No. 1 dated March 18, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Brad Wolfe due December 31, 2021 by La Rosa Realty Corp. and ELP Global PLLC dated July 15, 2021 10.51 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated February 25, 2022 10.52# Amendment No. 2 dated April 7, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Brad Wolfe dated April 14, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 10.54 Convertible Promissory Note by La Rosa Holdings Corp. to Peter Lopez dated February 22, 2022 10.55 Amendment No. 1 to La Rosa Holdings Corp. 2022 Agent Incentive Plan dated April 26, 2022 of Amended Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 10.57 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 10.58 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated May 17, 2022 of Employment Agreement by and between La Rosa Holdings Corp. and Josh Epstein dated May 17, 2022 10.60# Amendment No. 1 dated June 9, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Mark Gracy 10.61# Amendment No. 1 dated June 13, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Josh Epstein 10.62 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated June 29, 2022 10.63# Letter Agreement between La Rosa Holdings Corp. and Heritage Corporate Advisors dated July 8, 2022 to Capital Market Advisory Agreement by and between La Rosa Holdings Corp. and Exchange Listing, LLC dated July 1, 2022 to (Consulting) Agreement by and between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd. dated July 20, 2022 of Restricted Stock Unit Agreement of Amendment to Restricted Stock Unit Agreement of Extension Agreement to Note Purchase Agreement of Debt Exchange Agreement 10.70 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated July 29, 2022 dated August 22, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 10.72 Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated July 1, 2022 10.73 Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 dated September 15, 2022 to Membership Interest Purchase Agreement dated January 5, 2022 by and among La Rosa Holdings Corp. and dated September 15, 2022 to Stock Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty dated September 15, 2022 to Membership Interest Purchase Agreement dated January 11, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty North Florida, LLC 10.77 Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated December 21, 2021 by and among La Rosa Holdings Corp. and dated September 15, 2022 to Membership Interest Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp. and dated September 15, 2022 to Membership Interest Purchase Agreement dated January 7, 2022 by and among La Rosa Holdings Corp. and La Rosa CW Properties LLC 10.80 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated October 3, 2022 10.81 # Amendment No. 2 dated October 18, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Mark Gracy 10.82 Convertible Promissory Note by La Rosa Holdings Corp. to Gemma and Whitfield Pressinger dated October 5, 2022 10.83 Convertible Promissory Note by La Rosa Holdings Corp. to Misael Ortega dated October 7, 2022 of Employment Agreement by and between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022 10.85 Amendment No. 1 dated October 28, 2022 to the Unsecured Subordinated Promissory Notes by La Rosa Holdings Corp. to Joseph La Rosa dated February 25, 2022, dated April 29, 2022, dated May 17, 2022, dated June 29, 2022, dated July 28, 2022, dated October 3, 2022.

dated October 30, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 of Extension Agreement dated October 25, 2022 to a Note Purchase Agreement of Second Extension Agreement October 25, 2022 to a Note Purchase Agreement 10.89 Securities Purchase Agreement by and between La Rosa Holdings Corp. and Named Investors dated November 14, 2022 10.90 Senior Secured Convertible Promissory Note by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022 and Security Agreement by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022 10.92 Common Share Purchase Warrant by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022 10.93 # Amendment No. 1 dated November 14, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022 10.94 Convertible Original Issue Disc ount Promissory Note by and Between La Rosa Holdings Corp. and Joseph La Rosa dated December 2, 2022 10.95 Common Stock Purchase Warrant by and between La Rosa Holdings Corp. and Joseph La Rosa dated December 2, 2022.

of Amendment No. 2 to Membership Interest Purchase Agreement of Debt Exchange Agreement of Franchisee Acquisition Promissory Note 10.99 Amendment No. 2 dated February 16, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated of Series A Preferred Stock Purchase Agreement 10.101 Debt Exchange Agreement between La Rosa Holdings Corp. and Joseph La Rosa dated March 27, 2023 10.102 Share vesting, cancellation and reissuance agreement by and between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13, dated December 8, 2022 10.103 Amendment dated May 17, 2023 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022 10.104 Amendment dated May 17, 2023 to the Amended and Restated Employment Agreement between La Rosa Holdings Corp. and Joseph LaRosa dated April 29, 2022 10.105 Amendment No. 1 dated May 18, 2023 to the Share Vesting, Cancellation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 dated December 8, 2022.

Amendment No.2 dated June 9, 2023 to the Share Vesting, Cancellation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 dated December 8, 2022 10.107 Extension agreement between Emmis Capital II, LLC and La Rosa Holdings Corp. dated June 21, 2023 10.108 Lease Extension Agreement between La Rosa Realty, LLC and LJR Partners, LLC dated May 10, 2023 10.109 Amendment No. 3 dated July 12, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 10.110 Amendment No. 4 dated August 25, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 10.111 Standard Merchant Cash Advance Agreement between La Rosa Holdings Corp. and Cedar Advance LLC dated July 3, 2023 dated August 15, 2023 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November of Business Conduct and Ethics of subsidiaries of Marcum LLP of Carmel, Milazzo & Feil LLP (to be included in Exhibit 5.1) 23.3 Consent of Rosenberg Rich Baker Berman, P.A.

Consent of Thomas Stringer

Consent of Jodi R. White

Consent of Michael La Rosa

Consent of Ned L. Siegel

Rosa Holdings Corp. Audit Committee Charter

Rosa Holdings Corp. Compensation Committee Charter

(b) Financial Statement Schedules.

The financial statement schedules

have been omitted because they are not applicable, not required, or the information is included in the combined financial statements or notes thereto.

Pursuant to the requirements

LA ROSA HOLDINGS CORP.

Founder, President, Chief Executive Officer, and Director (Principal Executive Officer) September 12, 2023 Joseph La Rosa /s/ Kent Metzroth* Chief Financial Officer (Chief Accounting Officer) September 12, 2023 Kent Metzroth /s/ Michael A. La Rosa* Director September 12, 2023 Michael A. La Rosa /s/ Ned L. Siegel* Director September 12, 2023 Ned L. Siegel /s/ Thomas Stringer* Director September 12, 2023 Thomas Stringer /s/ Jodi R. White* Director September 12, 2023 Jodi R. White *By Joseph La Rosa, Attorney-In-Fact

Reorganization Agreement And Plan of Share Exchange dated July 22, 2021 by and among La Rosa Holdings Corp., La Rosa Coaching, LLC, La Rosa CRE, LLC, La Rosa Franchising, LLC, La Rosa Property Management, LLC, and La Rosa Realty, LLC. (incorporated by reference to Exhibit 10.3 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Articles of Incorporation of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Amended and Restated Articles of Incorporation of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Bylaws of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.3 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Certificate of Amendment to Articles of Incorporation for 3.5 for 1 reverse stock split (incorporated by reference to Exhibit 3.4 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

Certificate of Correction of Certificate of Amendment to Articles of Incorporation for 10 for 1 reverse stock split (incorporated by reference to Exhibit 3.5 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).

Certificate of Amendment to Articles of Incorporation for 2 for 1 forward stock split (incorporated by reference to Exhibit 3.7 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).

Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Warrant issued to Exchange Listing, LLC (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Form Of Certificate For Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).

Representative Warrant dated as of October 12, 2023, issued by the Company to Alexander Capital L.P. (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed with the SEC as of October 13, 2023).

Form of 13% OID Senior Secured Promissory Note (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed with the SEC as of April 5, 2024).

Form of First Warrant (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K filed with the SEC as of April 5, 2024).

Form of Second Warrant (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed with the SEC as of April 5, 2024).

Description of Registrant's Securities (incorporated by reference to Exhibit 4.8 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Common Stock Purchase Warrant dated February 20, 2024 issued to Alexander Capital L.P.(incorporated by reference to Exhibit 4.9 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Legal Opinion of Sichenzia Ross Ference Carmel LLP

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Employment Agreement by and between La Rosa Holdings Corp. and Alex Santos, dated January 10, 2022 (incorporated by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated November 1, 2021 (incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Director Agreement by and between La Rosa Holdings Corp. and Thomas Stringer (incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Director Agreement by and between La Rosa Holdings Corp. and Jodi R. White (incorporated by reference to Exhibit 10.7 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Director Agreement by and between La Rosa Holdings Corp. and Michael La Rosa (incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Director Agreement by and between La Rosa Holdings Corp. and Ned L. Siegel (incorporated by reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Form of Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.10 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Rodney and Jennifer Bosley dated August 18, 2021 (incorporated by reference to Exhibit 10.11 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Capital Pro LLC dated July 22, 2021 (incorporated by reference to Exhibit 10.12 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Andres L. Hebra dated July 22, 2021 (incorporated by reference to Exhibit 10.13 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to ROI Funding LLC dated July 22, 2021 (incorporated by reference to Exhibit 10.14 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Nadia Tattrie dated August 27, 2021 (incorporated by reference to Exhibit 10.15 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Sonia Fuentes-Blanco dated September 14, 2021 (incorporated by reference to Exhibit 10.16 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Patricia Jacome dated August 16, 2021 (incorporated by reference to Exhibit 10.17 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Reyex Consulting, LLC dated October 12, 2021 (incorporated by reference to Exhibit 10.18 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Anderson Correa dated October 11, 2021 (incorporated by reference to Exhibit 10.19 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Katherine Lemieux dated October 15, 2021 (incorporated by reference to Exhibit 10.20 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Luz Josanny Colon dated September 28, 2021 (incorporated by reference to Exhibit 10.21 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Junior A. Morales Barreto dated October 15, 2021 (incorporated by reference to Exhibit 10.22 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 (incorporated by reference to Exhibit 10.23 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Michael Kerns dated October 15, 2021 (incorporated by reference to Exhibit 10.24 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Seana Abdelmajid dated October 20, 2021 (incorporated by reference to Exhibit 10.25 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Milton Ocasio LLC dated September 28, 2021 (incorporated by reference to Exhibit 10.26 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Gihan Awad dated October 12, 2021 (incorporated by reference to Exhibit 10.27 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Franchise disclosure document of La Rosa Franchising, LLC dated March 2, 2020, and template Franchise Agreement (incorporated by reference to Exhibit 10.28 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated May 12, 2021 (incorporated by reference to Exhibit 10.29 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Lease Agreement by and between Crosscreek Village Station LLC and La Rosa Realty, LLC dated August 2, 2018, for office space located at Crosscreek Village shopping center, St. Cloud Florida (incorporated by reference to Exhibit 10.30 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Lease Agreement by and between LJR Partners LLC and La Rosa Realty, LLC dated May 28, 2021, for office space located at 377-381 N. Krome Avenue, Homestead, Florida (incorporated by reference to Exhibit 10.31 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Lease Agreement by and between Baez-Pavon Ins Group LLC and La Rosa Realty, LLC dated November 16, 2021, for office space located at 3388 Magic Oak LN, Sarasota, Florida (incorporated by reference to Exhibit 10.32 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Amendment to Capital Market Advisory Agreement dated December 16, 2021 (incorporated by reference to Exhibit 10.33 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Norkis Fernandez dated October 15, 2021 (incorporated by reference to Exhibit 10.34 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Shakyra Cortez dated December 13, 2021 (incorporated by reference to Exhibit 10.35 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Randy Vasquez dated December 18, 2021 (incorporated by reference to Exhibit 10.36 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

Convertible Promissory Note by La Rosa Holdings Corp. to Victor Cruz dated January 7, 2022 (incorporated by reference to Exhibit 10.37 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

(Consulting) Agreement dated January 10, 2022 between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd. (incorporated by reference to Exhibit 10.45 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

Stock Purchase Agreement dated as of January 10, 2022 between Bonilla Opportunity Fund I Ltd. and La Rosa Holdings Corp. (incorporated by reference to Exhibit 10.46 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

Renewal Note due April 30, 2022 by La Rosa Realty Corp. to ELP Global PLLC dated March 10, 2022 (incorporated by reference to Exhibit 10.47 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

Agent Incentive Plan (incorporated by reference to Exhibit 10.48 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

Note due December 31, 2021 by La Rosa Realty Corp. and ELP Global PLLC dated July 15, 2021 (incorporated by reference to Exhibit 10.50 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

and 113 more changes in the filing