La Rosa Holdings: securities offering (amended)

Cover page 105 changes

ea0206598-s1a1_larosa.htm

ea0208790-s1a2_larosa.htm

AMENDMENT NO. 1 2 TO FORM S-1

As filed with the Securities and Exchange Commission on June 12, 2024. July 3,

Registration Statement No. 333-280124 333-278901

3 unchanged paragraphs

Rosa Holding s Corp.

name of Registrant as specified in its charter)

or other jurisdiction

Classification Code Number)

Celebration Blvd., 2nd Floor

including zip code, and telephone number, including area code, of registrant's principal executive offices)

Executive Officer and President

THE SECURITIES ACT OF 1933

1 unchanged paragraph

Celebration Blvd., 2nd Floor

Wood Avenue South, 5th Floor

soon as practicable after this Registration Statement becomes effective.

Securities Act of 1933, check the following box. ☒

(Exact name of Registrant as specified in its charter)

(State or other jurisdiction

(Commission File Number)

1420 Celebration Blvd., 2 nd

Celebration, Florida 34747

( Address, including zip code, and telephone number, including area code, of agent for service)

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

Chief Executive Officer and President

La Rosa Holdings Corp.

1420 Celebration Blvd., 2 nd

Celebration, Florida 34747

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Ross D. Carmel, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Ave of the Americas, 31st Floor 31 st

New York, New York 10036

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement

If any of the securities being registered on this

any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

If this form is filed to register additional securities

this form is filed to register additional securities for an offering pursuant to Rule 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. ☐ this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

If this form is a post-effective amendment filed

pursuant to Rule 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. ☐ this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the

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

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

4 unchanged paragraphs

Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-280124) is filed solely to amend Exhibits 4.10, 4.12,

10.148, and 21.1 thereto. Accordingly, this Amendment No. 1 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 Exhibits 4.10, 4.12, 10.148, and 21.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.

NOT REQUIRED IN THE PROSPECTUS

If an emerging growth company, indicate by check

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 7(a)(2)(B) of the Securities Act. ☐ registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until 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 Registrant hereby amends this Registration

Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities

Act of 1933, as amended, or until 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

LA ROSA HOLDINGS CORP.

2,504,519 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 2,504,519 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

1,870,219 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 2,504,519 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 837,630 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 1,032,589 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 2,504,519 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 July 3, 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

and 25 more changes in the filing

Exhibits 60 changes

Form of Underwriting Agreement

3 unchanged paragraphs

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).

4 unchanged paragraphs

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).

3 unchanged paragraphs

Common 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).

1 unchanged paragraph

Form of First Common Warrant (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K filed with the SEC as of of Second Common Warrant (incorporated by reference to Exhibit 4.3 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).

1 unchanged paragraph

Form of Pre-Funded Warrant to be issued in this offering

Form of Representative's Warrant to be issued in this offering

Form of a Common Stock Purchase Warrant to be issued in this offering

Common Stock Purchase Common 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).

71 unchanged paragraphs

Common Share Purchase Common Warrant by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022 (incorporated by reference to Exhibit 10.93 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).

2 unchanged paragraphs

Common Stock Purchase Common Warrant by and between La Rosa Holdings Corp. and Joseph La Rosa dated December 2, 2022. (incorporated by reference to Exhibit 10.96 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of January 6, 2023).

12 unchanged paragraphs

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 (incorporated by reference to Exhibit 10.110 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of September 1, 2023).

21 unchanged paragraphs

Form of First Common Warrant (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed with the SEC as of of Second Common Warrant (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K filed with the SEC as of February 26, 2024).

Form of Second Warrant (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K filed with the SEC as of February 26, 2024).

2 unchanged paragraphs

Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed with the SEC as of March 13, 2024).

Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed with the SEC as of March 21, 2024).

Amended of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed with the SEC as of March and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan (incorporated by reference to Exhibit 10.114 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Stock Purchase Agreement dated as of March 15, 2024 by and among La Rosa Holdings Corp., La Rosa Realty California and the Selling Stockholder (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC as of March 21, 2024).

of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed with the SEC as of March of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC as of April 5, 2024).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed with the SEC as of April 5, 2024).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC as of April 5, 2024).

Form of Commercial Lease Agreement by and between Hayward Area Historical Society and Yeimalis Acevedo-Rasmussen dated November 4, 2021, for office space located at: 22392 Foothill Blvd., Hayward CA 94541(incorporated by reference to Exhibit 10.120 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Lease Agreement by and Between 1146 Vision Holdings LLC and La Rosa Realty LLC dated July 1, 2023, for office space located at: 1420 Celebration Blvd, Suite 101, 103, Celebration, FL 34747 (incorporated by reference to Exhibit 10.121 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Lease Agreement by and between G&L Mast LLC and La Rosa Realty LLC dated February 8, 2024, for office space located at: 3407 Magic Oak Lane, Sarasota, Florida (incorporated by reference to Exhibit 10.122 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Retail Lease Agreement by and between SGO Osceola village, LLC and La Rosa Realty, LLC dated July 13, 2016, for office space located at: 3032 Dyer Blvd., Kissimmee, 3407 Magic Oak Lane, Sarasota, Florida 34741 (incorporated by reference to Exhibit 10.126 10.122 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Office Lease Agreement by and between TGC MS Phase I North LLC and La Rosa Realty Group LLC dated February 21, 2019, for office space located at: 15500 New Barn Road, Miami Lakes, Miami-Dade County, Florida 33014 (incorporated by reference to Exhibit 10.123 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Lease Agreement by and between La Rosa Realty Georgia LLC and American Capital Properties, LLC, dated April 2, 2024, for office space located at: 3483 Satellite Blvd, Suite 115 South, Duluth, Gwinnett County, Georgia 30096 (incorporated by reference to Exhibit 10.124 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Commercial Lease Agreement by and between Holder Investments, Inc. and La Rosa Realty, LLC, dated March 1, 2024, for office spaces located at: 1165 E Plant St., Unit 8, Winter Garden, Florida 34787 (incorporated by reference to Exhibit 10.125 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Assignment, Assumption and Consent Retail Lease Agreement by and among La Rosa Realty, LLC, Horeb Kissimmee Realty LLC, and between SGO Osceola village, LLC and La Rosa Realty, LLC dated November 30, 202, July 13, 2016, for office space located at: 3032 Dyer Blvd., Kissimmee, Florida 34741 (incorporated by reference to Exhibit 10.127 10.126 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Commercial Lease Assignment, Assumption and Consent Agreement by and between among La Rosa Realty, LLC, Horeb Kissimmee Realty LLC, and Horeb Legacy Investments SGO Osceola Village, LLC dated December 1, 2022, November 30, 202, for office space located at: 3040 Loopdale Lane, 3032 Dyer Blvd., Kissimmee, Florida 34741(incorporated 34741 (incorporated by reference to Exhibit 10.128 10.127 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Commercial Lease Agreement by and between Baymeadows Properties LLC and La Rosa Realty North Florida Kissimmee and Horeb Legacy Investments LLC, dated October December 1, 2020, 2022, for office space located at: 9250 Baymeadows Road, Jacksonville, 3040 Loopdale Lane, Kissimmee, Florida 32256 (incorporated 34741(incorporated by reference to Exhibit 10.129 10.128 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Form of Lease Agreement by and between Epiphany Property Holdings, Baymeadows Properties LLC and La Rosa Realty/the Executive Group, Inc., Realty North Florida LLC dated August 29, 2022, October 1, 2020, for office space located at: 1805 W. Colonial Dr., Unit C-1, Orlando, 9250 Baymeadows Road, Jacksonville, Florida 32804 32256 (incorporated by reference to Exhibit 10.130 10.129 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

of Lease Agreement by and between Epiphany Property Holdings, LLC and La Rosa Realty/the Executive Group, Inc., dated August 29, 2022, for office space located at: 1805 W. Colonial Dr., Unit C-1, Orlando, Florida 32804 (incorporated by reference to Exhibit 10.130 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

2 unchanged paragraphs

Form of Commercial Sublease Agreement by and Between La Rosa Realty Georgia and Carmen Delgado, dated January 1, 2024, for office space located at: 175 John W. Morrow Jr. Pkwy, Gainsville, Georgia 30501 (incorporated by reference to Exhibit 10.133 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

7 unchanged paragraphs

Membership Purchase Agreement,

Leak-Out Agreement, dated May

List of subsidiaries

Consent of Marcum LLP

LA ROSA HOLDINGS CORP.

Director Agreement by and between Lourdes Felix and La Rosa Holdings Corp., dated April 17, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC as of April 19, 2024).

Membership Interest Purchase Agreement, dated April 18, 2024, by and among La Rosa Holdings Corp., La Rosa Realty Lakeland LLC and the Selling Member (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC as of April 24, 2024).

Leak-Out Agreement, dated April 18, 2024, between La Rosa Holdings Corp. and the Selling Member (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed with the SEC as of April 24, 2024).

Amendment, dated April 26, 2024, to the Stock Purchase Agreement, dated March 15, 2024, between La Rosa Holdings Corp. and Selling Stockholder of La Rosa Realty California (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC as of April 26, 2024).

Standard Merchant Cash Advance Agreement, dated May 20, 2024, between La Rosa Holdings Corp. and Cedar Advance LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC as of May 24, 2024).

Purchase Agreement, dated May 24, 2024, by and among La Rosa Holdings, Corp., La Rosa Realty Success, LLC, and the Selling Member (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed with the SEC as of May 24, 2024).

Agreement, dated May 24, 2024, between La Rosa Holdings Corp. and the Selling Member (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed with the SEC as of May 24, 2024).

Warrant Agent Agreement in connection with the Common Warrants issued in this offering 14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

and Restated Insider Trading Policy of La Rosa Holdings Corp.(incorporated Corp. (incorporated by reference to Exhibit 19.1 99.1 of the Company's Annual Current Report on Form 10-K 8-K filed with the SEC on April 16, June 26, 2024).

of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)

Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) 24.1** Power of Attorney (included on Signature Page) 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024). table * Filed herewith ** Previously filed.

Management contracts or compensatory plans, contracts or arrangements.

Pursuant to the requirements of the Securities

to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Celebration, State of Florida on the 12th 3 rd day of June July 2024.

President and Chief Executive Officer

1 unchanged paragraph

Founder, President, Chief

Chairman of the Board (Principal Executive Officer)

Chief Executive Officer, and

Director (Principal Executive Officer)

2 unchanged paragraphs

La Rosa, Attorney-In-Fact