La Rosa Holdings: securities offering

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AMENDMENT NO. 2 TO FORM S-1

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REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 3, August 2, 2024.

Registration Statement No. 333-278901 333-[*]

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1420 Celebration Blvd., 2 nd Floor

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1420 Celebration Blvd., 2 nd Floor

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1185 Ave of the Americas, 31 st Floor

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SUBJECT TO COMPLETION

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2,504,519 582,875 SHARES OF COMMON STOCK

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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,

Securities Purchase Agreements.

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

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

relates to the offer and sale from time to time by the selling stockholder (the "Selling Stockholder") of up to 2,504,519 582,875 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 445,175

shares of common stock issuable upon conversion of the convertible promissory note (the "Convertible Note") issued in a private placement transaction (the "Placement") completed on July 16, 2024, pursuant a Securities Purchase Agreement (the "Securities

Purchase Agreement") with the Selling Stockholder, Mast Hill Fund, L.P., a Delaware limited partnership ("Mast Hill"

Mast Hill Fund, L.P., a Delaware limited partnership ("Mast Hill" or the "Selling Stockholder"), (ii) up to 517,300 107,900 shares issuable upon exercise of warrants (the "Placement "Warrants") issued to the Selling Stockholder in the Placements, Placement, and (iii) 117,000 29,800 shares of common stock issued to the Selling Stockholder in the Placements Placement as commitment fees for entering into the Securities Purchase Agreement.

The 2,504,519 582,875 shares of common stock being registered

in accordance with the Placement consist of the following: up to 445,175 shares issuable upon the conversion of the $468,000 Convertible

Note issued to Mast Hill in that Placement, up to 215,000 107,900 shares issuable upon exercise of the Placement Warrants issued to Mast Hill in that Placement, and 67,000 29,800 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 Agreement and Placement, see the discussion under the heading " Private Placements. " The resale of the 582,875 shares by the Selling Stockholder pursuant to this

Prospectus is referred to as the "Offering."

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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.

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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

We are a "controlled company" as defined

as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of July 3, 30, 2024, controls 74% 73% 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, "

Being a Controlled Company, " beginning on page 7 of this prospectus for more information.

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Our common stock is listed on the Nasdaq Capital

Market was $1.93 per share.

Our common stock is listed on the Nasdaq Capital Market under the symbol "LRHC." On July August 2, 2024, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.19 per share.

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About this prospectus 4 changes

This prospectus describes the general manner in

in which the Selling Stockholder may offer from time to time up to 2,504,519 582,875 shares of common stock. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus or amendment thereto, and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Stockholder has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the common stock offered by this prospectus, any prospectus or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission ("SEC"), is accurate as of any date other than the date on the front cover of the applicable document.

This prospectus, any prospectus or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the common stock offered by this prospectus, any prospectus or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission ("SEC"), is accurate as of any date other than the date on the front cover of the applicable document.

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Our business, financial condition, results of operations and prospects may have changed since such a date.

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Forward-looking statements 3 changes

This prospectus, the documents incorporated by

by reference herein and therein, and other written and oral statements we make from time to time contain certain "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You can identify these forward-looking statements by the fact they use words such as "could," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe," "will," "potential," "opportunity," "future," and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert, or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, our business development efforts, our prospects for initiating partnerships or collaborations, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

These statements are likely to relate to, among other things, our business development efforts, our prospects for initiating partnerships or collaborations, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

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Prospectus summary 33 changes

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and commercial real estate brokerage services to the public, we cross sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have 21 22 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, and Georgia. We have 16 15 La Rosa Realty franchised real estate brokerage offices and branches and two affiliated real estate brokerage offices that pay us fees in two states in the United States and Puerto Rico.

Our real estate brokerage offices, both corporate and franchised, are staffed with 2,454 2,535 licensed real estate brokers and sales associates as of March 31, June 30, 2024.

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On October 12, 2023, we consummated our initial

initial public offering (the "IPO"). Following our IPO, as of the date of this prospectus, we have acquired majority ownership of the following franchisees of the Company: Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona Inc.), Horeb Kissimmee Realty, LLC, La Rosa Realty Premier, LLC, La Rosa Realty Orlando, LLC, La Rosa Realty Georgia, LLC, La Rosa Realty California, and La Rosa Realty Lakeland LLC and 100% ownership of the following franchisees of the Company: La Rosa CW Properties, LLC, La Rosa Realty North Florida LLC, and La Rosa Realty Winter Garden LLC, and La Rosa Realty Success LLC.

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additional franchisees and other businesses in the second half of 2024 and 2025. We continuously look to search for potential acquisition targets. Management is in discussions with several franchisees; however, any future agreements may have terms that are materially different than the terms of completed acquisitions. We cannot guarantee that the Company will actually enter into any binding acquisition agreements with any of those companies. If we do, we cannot assure you that the terms of such acquisitions will be substantially the same or better for the Company than those of completed acquisitions.

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act as their "home base," most agents use our offices primarily for real estate closings and training. We monetize our technology by charging our agents and our franchisor's agents what we believe to be a reasonable a monthly fee for the use of our suite of tools.

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Final Offer. Final Offer is available to real estate brokers on the Company's platform in key markets across Florida, California and Georgia, with plans to expand the offering across the organization.

In June 2024, the Company recruited a high-performing

group of team leaders in Florida, who closed over 425 transactions and achieved sales exceeding $100 million in the past 12 months.

Our primary market is in the United States. As

As of July 3, August 2, 2024, we have 22 La Rosa Realty corporate real estate brokerage offices and branches in Florida, California, Texas, and Georgia. We have 15 La Rosa Realty franchised real estate brokerage offices and branches and two affiliated real estate brokerage offices that pay us fees in two states in the United States and Puerto Rico.

We have 15 La Rosa Realty franchised real estate brokerage offices and branches and two affiliated real estate brokerage offices that pay us fees in two states in the United States and Puerto Rico.

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number of sales agents in our Company, the number of sales agents closing commercial real estate transactions, the number of sales agents utilizing our coaching services, and the number of agents who work with our franchisees. We grew our total agent count from our founding in 2004 to 2,454 2,535 agents as of March 31, June 30, 2024.

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real estate brokerage agencies;

● La Rosa CRE, LLC is engaged in the commercial real estate brokerage business;

● La Rosa Franchising, LLC is engaged in the franchising of real estate brokerage agencies;

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● Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La

Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona Inc.) is engaged mostly in the residential real estate brokerage business;

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La Rosa Realty Lakeland LLC is engaged mostly in the residential real estate brokerage business.

La Rosa Realty Success LLC is engaged mostly in the residential real estate brokerage business.

We are a "controlled company" as defined

as defined under the corporate governance rules of Nasdaq because our founder, Mr. Joseph La Rosa, as of July 3, 30, 2024, controls 74% 73% 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.

Our principal corporate office is located at 1420

at 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747. Our main telephone number is (321) 250-1799, and our main website is www.larosaholdings.com. The contents of our website are not incorporated by reference into this prospectus.

The contents of our website are not incorporated by reference into this prospectus.

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In addition, an emerging growth company can take

In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.235 billion or more in annual gross revenues; (ii) the end of fiscal year 2026; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the last day of the fiscal year in which we are deemed to be a large accelerated filer, which generally means that we have been public for at least 12 months, have filed at least one annual report, and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our then-most recently completed second fiscal quarter.

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to be a "controlled company" within the meaning of the Nasdaq Stock Market Rules, due to the fact that our Chief Executive Officer, Chairman and Founder, Mr. Joseph La Rosa, as of July 3, 30, 2024, controls 74% 73% 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.

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all of the Notes are covered by the Selling Stockholder and the Warrants are exercised by the Selling Stockholder for cash and we do not issue any more securities, Mr. La Rosa will control 69% 72% of total voting power of our Company.

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Directors must be independent directors;

● an exemption from the rule that the compensation of our Chief

● an exemption from the rule that a majority of our Board of Directors must be independent directors;

an exemption from the rule that the compensation of our Chief Executive Officer must be determined or recommended solely by independent directors; and ● an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

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Summary of risk factors 13 changes

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An investment in our securities involves

2,504,519 582,875 shares of common stock.

Common Stock Outstanding After Offering (1)(2) (1)

15,816,415 shares, assuming (i) the Convertible Notes Note issued to the Selling Stockholder are is converted into common stock, (ii) the Warrants held by the Selling Stockholder are exercised for shares of common stock, and (iii) no other shares of common stock are issued by us. If less than all of the Selling Stockholder does not fully convert the Convertible Notes Note or fully exercise the Warrants, are converted into or exercised for shares of common stock, we would have less common stock outstanding after the Offering.

We will not receive any of the proceeds from the sale of the common stock registered hereunder. We will receive proceeds upon exercise of the Warrants, assuming they are not exercised on a "cashless" basis. To the extent the Warrants are not exercised on a "cashless" basis, for cash, we intend to use such proceeds if any, for general corporate purposes and working capital requirements and other purposes that the Board of Directors deems to be in the best interests of the Company.

An investment in our common stock involves a high degree of risk and could result in a loss of your entire investment. Further, the issuance to, or sale by, the Selling Stockholder of a significant amount of shares being registered in the registration statement, of which this prospectus forms a part, at any given time could cause the market price of our common stock to decline and to be highly volatile, and we do not have the right to control the timing and amount of any sales by the Selling Stockholder of such shares. Prior to making an investment decision, you should carefully consider all of the information in this Prospectus and, in particular, you should evaluate the risk factors set forth under the caption "Risk Factors" beginning on page 11.

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Based on 15,134,647 15,263,340 shares of common stock outstanding as of July 3, 30, 2024, which includes 29,800 Commitment Shares issued by the Company on July 16, 2024. Other than the shares of common stock underlying the Notes Note and Warrants, excludes the following as of such date:

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● 3,875,310 shares of our common

● 26,941 shares of our common stock

● 4,046,064 shares of our common

3,742,910 shares of our common stock issuable upon the exercise of stock options outstanding, at a weighted average exercise price of $1.74 per share;

26,941 shares of our common stock issuable upon the vesting of restricted stock units;

4,046,064 shares of our common stock reserved for future issuance under our 2022 Equity Incentive Plan;

Risk factors 35 changes

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Our independent registered public accounting

accounting firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." If we are unable to continue as a going concern, our securities will have little or no value.

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We have a limited operating history with

with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow down as our business matures and may slow down due to the recent antitrust litigation.

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Our failure to maintain our compliance with

with Nasdaq's continued listing standards or other requirements could result in our common stock being from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.

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that we had longer met Nasdaq Listing Rule 5550(b)(2) requiring the Company to maintain a minimum market value of listed securities ("MVLS") of $35 million based the Company's MVLS for the prior 30 consecutive business days. Nasdaq Rule 5550 requires a Nasdaq-listed company to meet at least of one of the continued listing standards under Nasdaq Rule 5550(b), including having a (i) stockholder's equity of at least $25 million (the "Equity Standard"), (ii) the MVLS standard; or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. Nasdaq had given us 180 days to regain compliance under Nasdaq Rule 5550, or until May 22, 2024. On April 18, 2024, Nasdaq notified us that had regained compliance with Nasdaq Rule 5550 by satisfy satisfying the Equity Standard under Listing Rule 5550(b).

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Future issuances of our common stock or

or securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to decline and would result in the dilution of your holdings.

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Future issuances of debt securities, which

which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our securities.

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Concentration of ownership of our voting

voting stock by Mr. La Rosa will prevent new investors from influencing significant corporate decisions.

Based on our common stock outstanding as of July

July 3, 30, 2024, Mr. La Rosa had voting power of approximately 74% 73% of our outstanding voting stock. As a result, Mr. La Rosa, our President and Chief Executive Officer, Chairman of the Board of Directors, and majority stockholder, controls all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

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As a "controlled company" under

under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public stockholders.

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If our shares of common stock become subject

subject to the penny stock rules, it would become more difficult to trade our shares.

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We may need, but be unable, to obtain additional

additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activities, equity and debt

offerings to sustain our operations, and, in the future, we hope to rely on cash from equity and debt financings and revenues generated from operations to fund the cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financing financings may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to the common stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because we could lose our existing sources of funding, and our ability to secure new sources of funding could be impaired.

Additionally, obtaining future equity or debt

financing on favorable terms may be difficult, and we may not be able to secure additional capital when needed or on terms favorable to us. If we are unable to obtain necessary financings or are forced to obtain financings on unfavorable terms, our business, operating results, and financial condition could be adversely affected.

Risk Related to Missed Amortization Payment

We have previously missed amortization payments

on a promissory note issued to the Selling Stockholder in February 2024. Although the Selling Stockholder, who is also an investor, waived its right to accelerate payment of the remaining balance under the promissory note for that instance, there is no assurance that the Selling Stockholder will waive their right to accelerate payments in the future for the February 2024 note, the promissory note issued to the same Selling Stockholder in April 2024, or the note issued in connection with the July 2024 offering described in this prospectus. Failure to make future amortization payments on time could result in the Selling Stockholder exercising their rights to accelerate payment under of one or more notes, which would require us to pay the remaining balance of the note immediately. This could have a material adverse effect on our financial condition and liquidity.

Our common stock may be affected by limited

limited trading volume and price fluctuations, which could adversely impact the value of our common stock.

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The price of our common stock may be adversely

be adversely affected by the future issuance and sale of shares of our common stock or other equity securities.

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or sales of our common stock or other equity securities, future acquisitions or capital raising activities, or the effect, if any, that such issuances or sales may have on the market price of our common stock. The issuance and sale of substantial amounts of common stock or other equity securities or the announcement that such issuances and sales may occur could adversely affect the market price of our common stock.

We currently do not intend to declare dividends

dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.

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Use of proceeds 4 changes

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We will receive proceeds upon exercise of the

We will receive proceeds upon exercise of the Warrants, assuming they are not exercised on a "cashless" basis. The holder may exercise the Warrants by a "cashless" exercise if the Market Price is less than the exercise price of the Warrants, then in effect, and there is no effective registration statement for the resale of the underlying shares of common stock. "Market Price" means the highest traded price of the common stock during the thirty trading days before the date of the respective exercise notice.

To the extent any Warrants are not exercised on

To the extent any Warrants are not exercised on a "cashless basis," we intend to use the net proceeds entirely for general corporate purposes, working capital requirements, and other purposes that the Board of Directors deems to be in the best interests of the Company.

Market price of our common stock and related stockholder matters 40 changes

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The last reported sale price for our common

Market under the symbol "LRHC." A description of our common stock is set forth under the heading "Description of Capital Stock," beginning on page 24 21 of this prospectus.

The last reported sale price for our common stock on July August 2, 2024, as reported by Nasdaq, was $1.93 $1.19 per share.

As of July 3, 30, 2024, we had 205 204 record holders

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The Company has never previously not declared or paid any cash

any cash dividends on its publicly traded common stock after the completion of our initial public offering in October 2023. We currently intend to retain earnings and profits, if any, to support our business strategy and do not intend to pay any cash dividends within the foreseeable future. Any future determination to pay cash dividends will be at the sole discretion of our Board of Directors and will depend upon the financial condition of the Company, its operating results, capital requirements, general business conditions and any other factors that our Board of Directors deems relevant.

As we reported on a Form 8-K filed with the SEC

on July 19, 2024, on July 16, 2024, we entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Selling Stockholder pursuant to which we issued the Selling Stockholder a 13% OID senior secured promissory note in the face amount of $468,000 (the "Note"), 29,800 shares of the Company's common stock as a commitment fee (the "Commitment Shares"), a warrant to purchase up to 53,700 shares of common stock (the "First Warrant") and a second warrant, to purchase up to 54,200 (the "Second Warrant," and together with the First Warrant, the "Warrants"). The Company also granted the Selling Stockholder piggy-back registration rights in the Securities Purchase Agreement.

The private placement closed on July 16, 2024

(the "Closing Date").

Pursuant to the Securities Purchase Agreement,

until the Note is either converted or fully repaid, the Company is prohibited from effecting or entering into an agreement involving a Variable Rate Transaction, as defined in the Securities Purchase Agreement, other than pursuant to an "at-the-market" agreement with a registered broker-dealer, whereby such registered broker-dealer is acting as principal in the purchase of common stock from the Company or an Equity Line of Credit (as defined in the Note).

The Securities Purchase Agreement provided that

until the Company obtains shareholder approval to satisfy Nasdaq Rule 5635(e), the maximum amount of common stock issuable under the Note and Warrants was limited to no more than 19.99% of the issued and outstanding common stock of the Company as of the Closing Date. The Company had also agreed to obtain shareholder approval and file a preliminary information statement on Schedule 14C with the SEC within ten (10) calendar days of the Closing Date and file a definitive information statement on Schedule 14C with the SEC with respect to the shareholder approval as soon as permissible. The Company also granted the Selling Stockholder a right of participation for future offerings other than already disclosed in the Company's reports filed with the SEC or pursuant to Excluded Issuance (as defined in the Securities Purchase Agreement) The Company and its subsidiaries (collectively, the "Company Group") also entered into that a security agreement with the Selling Stockholder (the "Security Agreement") pursuant to which the Company Group granted the Selling Stockholder a security interest in certain property of the Company Group to secure the Company's obligations under the Note.

In connection with the transaction, the Company

and the Selling Stockholder entered into a registration rights agreement (the "Registration Rights Agreement") pursuant to which the Company agreed to register the Commitment Shares and the shares of common stock underlying the Note and Warrants under the Securities Act pursuant to a registration statement on Form S-1 (or other appropriate form). The Company had agreed to file the registration statement with the SEC within thirty (30) calendar days from the date of the Securities Purchase Agreement, and to use its best efforts to have the registration statement declared effective by the SEC within sixty (60) days from the date of the Securities Purchase Agreement.

The purchase price of the Note was $444,600 with

an original issue discount of $23,400. The principal amount of the Note bears interest at the rate of 13% per annum (on a 365-day year) and is due on the one-year anniversary date of the issuance date, or July 16, 2025. Any outstanding principal amount or interest on the Note that is not paid at maturity will bear interest at the rate of the lesser of (i) sixteen percent (16%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid ("Default Interest").

Under the Note, the Company is required to make

monthly amortization payments commencing November 16, 2024.

Under the Note, the holder of the Note may at

any time and from time to time, subject to beneficial ownership limitations, convert the outstanding principal amount and accrued interest under the Note into shares of common stock at a conversion price of $2.50 per share unless the Company fails to make an amortization payment under the Note or upon an Event of Default (as defined under the Note), in which case the conversion price shall be the lower of $2.50 or the market price equal to 85% of the lowest VWAP (volume-weighted average price) on any trading day during the five (5) trading days prior to the respective conversion date (the "Market Price").

If the Company fails to pay an Amortization Payment

(as defined in the Note) when due, then the Selling Stockholder shall have the right to convert the amount of such respective Amortization Payment into shares of common stock as provided at the lesser of (i) $2.50 or (ii) the Market Price. In addition, the Company may in its sole discretion, at any time provide an irrevocable written notice to the Selling Stockholder permitting the holder to convert all or any portion of the Note into common stock at the Market Price, at any time after holder's receipt of such notice at the holder's discretion. The Company shall not be limited to the number of such notices that it may provide to holder. The Company is not permitted to force the holder to effectuate such conversion(s) under the Note as a result of providing such a notice.

The number of shares issuable upon the conversion

of the Note and the conversion price of the Note are subject to any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction.

The First Warrant is exercisable for up to 53,700

shares of Common Stock for $3.00 per share from the date of issuance until July 16, 2029, the fifth anniversary of the Closing Date.

The Second Warrant was issued to the Selling Stockholder

as a commitment fee. The Second Warrant is exercisable for up to 54,200 shares of common stock for $2.25 per share from the date of issuance until July 17, 2030, the fifth anniversary of the Closing Date; provided, however, that the Second Warrant will be automatically canceled if the Note is fully extinguished (by repayment in cash and/or conversion into common stock) on or prior to the Maturity Date.

Cashless . The holder may exercise the Warrants

by a "cashless" exercise if the Market Price is less than the exercise price then in effect and there is no effective registration statement for the resale of the shares. "Market Price" means the highest traded price of the common stock during the thirty trading days before the date of the respective exercise notice.

Stock Dividend and Stock Split Adjustments .

The exercise price and number of shares of common stock issuable upon the exercise of Warrants are subject to adjustment in the event of any stock split, stock dividend, recapitalization or reorganization.

Future Issuances . If at any time the Company

grants, issues, or sells any common stock, for consideration per share or convertible securities or options, other than in an Excluded Issuance (as defined in the Warrants), with a conversion or exercise price, as the case may be, less than a price (the "New Issuance Price") equal to the exercise price in effect immediately before such granting, issuance or sale or deemed granting, issuance or sale, the exercise price of the Warrants then in effect shall be reduced to an amount equal to the New Issuance Price. The exercise price and number of shares of common stock issuable upon the exercise of the Warrants are also subject to adjustment for stock splits, recapitalizations, and other events as described in the Warrants.

The Securities Purchase Agreement contained customary

representations and warranties and agreements and obligations of the parties. The proceeds of this Note financing will be used for business development and general working capital purposes. The foregoing description of the Securities Purchase Agreement, the Security Agreement, the Note, the Warrants and the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.

The Company is currently listed on the Nasdaq

Capital Market and is subject to the listing rules of The Nasdaq Stock Market LLC. The issuance of the Commitment Shares, the additional shares of our common stock issuable upon conversion of the Note and exercise of the Warrants, implicate certain of the Nasdaq listing standards requiring prior stockholder approval in order to maintain our listing on Nasdaq. On July 16, 2024, Joseph La Rosa, the Company's Chief Executive Officer, President and Chairman, as the majority stockholder of the Company, in accordance with Nasdaq Listing Rules 5635(b) and 5635(d), approved (i) the entry into the Securities Purchase Agreement and the transactions contemplated thereunder, including the issuance of the Note, Commitment Shares and Warrants, (ii) the issuance of shares of common stock issuable upon the full conversion of the Note, (iii) the issuance of shares of common stock issuable upon exercise of the Warrants. On July 17, 2024, the Company filed a preliminary information statement on Schedule 14C with the SEC notifying stockholders of such written consent in lieu of having a stockholders' meeting. On July 29, 2024, the Company filed a definitive preliminary statement on Schedule 14C with the SEC and commenced mailing the definitive information statement to stockholders of record as of the close of business on July 16, 2024.

Selling stockholder 13 changes

1 unchanged paragraph

from time to time by the Selling Stockholder named in the table below of any or all of the common stock that has been or may be issued by us to the Selling Stockholder as part of the Placements. Placement. We are registering the common stock pursuant to the provisions of the registration rights agreements entered into with the Selling Stockholder in order to permit such Selling Stockholder to offer its shares for resale from time to time.

1 unchanged paragraph

the Selling Stockholder and the common stock they may offer from time to time under this Prospectus. This table is prepared based on holdings by the Selling Stockholder as of July 1, 30, 2024. As used in this Prospectus, the term "Selling Stockholder" includes the Selling Stockholder name in the table below, and any donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of this prospectus from such Selling Stockholder as a gift, pledge, or other non-sale related transfer. The number of shares in the column "Maximum Number of common stock Shares to be Offered for Resale Pursuant to this Prospectus" represents all of the common stock that the Selling Stockholder may offer under this prospectus. The Selling Stockholder may sell some, all or none of its shares offered by this prospectus. We do not know how long the Selling Stockholder will hold its shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholder regarding the sale of any of the shares.

Beneficial ownership is determined in accordance

accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes common stock with respect to which the Selling Stockholder has voting and investment power. Each of The Convertible Notes Note and Placement Warrants held by the Selling Stockholder contains contain a 4.99% beneficial ownership limitation, prohibiting conversion of a Convertible Note into or exercise of a Placement Warrant the Warrants for common stock if the conversion or exercise would result in the holder being deemed to beneficially own more than 4.99% of our common stock. The first column reflects that beneficial ownership limitation. The second column does not, and it assumes that the maximum number of shares to be offered for resale pursuant to this Prospectus has been issued to each Selling Stockholder. The third and fourth columns assume the sale of all of the shares offered by the Selling Stockholder pursuant to this Prospectus.

The first column reflects that beneficial ownership limitation. The second column does not, and it assumes that the maximum number of shares to be offered for resale pursuant to this Prospectus has been issued to each Selling Stockholder. The third and fourth columns assume the sale of all of the shares offered by the Selling Stockholder pursuant to this Prospectus.

1 unchanged paragraph

Percent of the Class to be

1 unchanged paragraph

Represents less than 1%.

Consists of (i) 837,630 shares

issuable upon conversion of the 13% $1,052,631.58 Convertible Note, dated February 20, 2024;

Consists of the number of shares

shares of common stock deemed to be beneficially owned by Mast Hill in light of the 4.99% beneficial ownership limitation in the Convertible Notes Note and Placement Warrants, based on 15,134,647 15,263,340 shares of common stock outstanding as of July 1, 30, 2024.

Consists of (i) 445,175

(ii) 120,000 shares issuable upon exercise of a warrant, dated February 20, 2024, for $3.00 per share exercisable from the date of issuance until the fifth anniversary of the date of issuance; (iii) 95,000 shares issuable upon exercise of a warrant, dated February 20, 2024, for $2.25 per share exercisable from the date of issuance until the fifth anniversary of the date of issuance; (iv) 67,000 shares of common stock issued as a commitment fee on February 20, 2024; (v) 1,032,589 shares issuable upon conversion of the 13% $1,316,000 $468,000 Convertible Note, dated April 1, July 16, 2024; (vi) 150,000 (ii) 53,700 shares issuable upon exercise of a warrant, dated April 1, July 16, 2024, for $3.00 per share exercisable from the date of issuance until the fifth anniversary of the date of issuance; (vii) 152,300 (iii) 54,200 shares issuable upon exercise of a warrant, dated April 1, July 16, 2024, for $2.25 per share exercisable from the date of issuance July 17, 2025 until the fifth anniversary of the date of issuance; July 17, 2030; and (viii) 50,000 (iv) 29,800 shares of common stock issued as a commitment fee.

Plan of distribution 15 changes

1 unchanged paragraph

ordinary brokerage transactions and transactions

block trades in which the broker-dealer

purchases by a broker-dealer as principal

exchange distributions in accordance with

pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at market prices prevailing at the time of sale, prices related to prevailing market prices, fixed prices or negotiated prices. The Selling Stockholder may use any one or more of the following methods when s elling selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

exchange distributions in accordance with the rules of the applicable exchange;

2 unchanged paragraphs

transactions through broker-dealers that

writings or settlements of options or other

transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of such securities at a stipulated price per security;

writings or settlements of options or other hedging transactions, whether through an options exchange or otherwise;

combinations of any such methods of sale; or

any other methods permitted pursuant to applicable law.

15 unchanged paragraphs

Description of the securities 37 changes

5 unchanged paragraphs

15,134,647 15,263,340 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding. Upon closing of this offering, we will have 17,522,166 15,816,415 shares of common stock outstanding, assuming (i) the Convertible Notes Note issued to the Selling Stockholder are converted into 1,870,219 445,175 shares of common stock, (ii) the Warrants held by the Selling Stockholder exercised for 517,300 107,900 shares of common stock, and (iii) no other shares of common stock are issued by us. If less than all of the Convertible Notes Note or Warrants are converted into or exercised for shares of common stock, we would have less common stock outstanding after the offering.

6 unchanged paragraphs

Other Rights . Holders of common stock have

have no pre-emptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock.

The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock.

16 unchanged paragraphs

As of July 3, 30, 2024, there are nine (9) outstanding

warrants covering 961,687 shares of common stock and eighteen (18) sixteen (16) outstanding options covering 3,875,310 3,742,910 shares of common stock.

Possible Anti-Takeover Effects of Nevada Law

and our Articles of Incorporation and bylaws

Anti-takeover Effects of Nevada Law

Business Combinations

The "business combination" provisions

Anti-Takeover Effects of Nevada Law and our Articles of Incorporation and bylaws Anti-takeover Effects of Nevada Law Business Combinations The "business combination" provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at least 200 stockholders of record, a "resident domestic corporation," from engaging in various "combination" transactions with an "interested stockholder" unless certain conditions are met or the corporation has elected in its articles of incorporation to not be subject to these provisions. We have not elected to opt out of these provisions and if we meet the definition of resident domestic corporation, now or in the future, our company will be subject to these provisions.

8 unchanged paragraphs

Applicability of the Nevada business combination

Applicability of the Nevada business combination statute would discourage parties interested in taking control of our company if they cannot obtain the approval of our Board. These provisions could prohibit or delay a merger or other takeover or change in control attempt and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

10 unchanged paragraphs

SEC has adopted regulations which generally define " penny stock " to be any equity security that has a market price of less than Five Dollars ($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market.

Articles of Incorporation and Bylaws

Our Articles of Incorporation and bylaws contain

Articles of Incorporation and bylaws contains provisions that could make it more difficult to acquire control of our Company by means of a tender offer, open market purchases, a proxy contest or otherwise. A description of these provisions is set forth below.

Preferred Stock . We believe that

Stock . We believe that the availability of the "blank check" preferred stock under our Articles of Incorporation provides us with flexibility in addressing corporate issues that may arise. The Board of Directors has the power, subject to applicable law, to issue a series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then prevailing market price of the stock. Our Board of Directors may issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

The authorized shares of preferred stock, as well

authorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further action by our stockholders unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Having these authorized shares available for issuance allows us to issue shares without the expense and delay of a special stockholders' meeting. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render it more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger, or otherwise. The above provisions may deter a hostile takeover or delay a change in control or management of our Company.

Election and Removal of Directors .

and Removal of Directors . Directors will be elected by a plurality of the voting power of the shares present in person or represented by proxy at the stockholders' meeting and entitled to vote on the election of directors. Our Articles of Incorporation does not provide for a classified Board of Directors or cumulative voting in the election of directors. Under our bylaws, subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors.

Size of Board and Vacancies . The

of Board and Vacancies . The authorized number of directors of the corporation shall be fixed by the Board of Directors from time to time. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.

Vacancies occurring on our Board of Directors

occurring on our Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by a vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office only until the next election of one or more directors by the stockholders.

Amendment . The Board of Directors

The Board of Directors is expressly empowered to adopt, amend or repeal our bylaws. The stockholders shall also have power to adopt, amend or repeal the bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Articles of Incorporation, such action by stockholders shall require the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

Special Meetings of Stockholders .

Meetings of Stockholders . Special meetings of the stockholders may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by directors representing a quorum of the Board of Directors or (iv) by the holders of shares entitled to cast not less than 33 1/3 % 1/3% of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

Penny Stock Regulation

The SEC has adopted regulations which generally

define " penny stock " to be any equity security that has a market price of less than Five Dollars ($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our common stock immediately following this offering may be subject to such penny stock rules, purchasers in this offering will, in all likelihood, find it more difficult to sell their common stock shares in the secondary market.

We will not distribute cash to our common stock

will not distribute cash to our common stock stockholders until the Company generates net income. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

Legal matters 2 changes

Certain legal matters relating to the issuance

legal matters relating to the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, New York.

Where you can find more information 5 changes

We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission.

We have filed a registration statement on Form

have filed a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) with the Securities and Exchange Commission under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus is part of that registration statement and does not contain all the information included in the registration statement.

For further information with respect to our common

further information with respect to our common stock and us, you should refer to the registration statement, its exhibits and the material incorporated by reference therein. Portions of the exhibits have been omitted as permitted by the rules and regulations of the Securities and Exchange Commission. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts or other documents filed as an exhibit to the registration statement, and these statements are hereby qualified in their entirety by reference to the contract or document. The registration statement may be obtained from the website that the Securities and Exchange Commission maintains at www.sec.gov . We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission.

Information we incorporate by reference 90 changes

Our Quarterly Report

Current Reports on Form 8-K filed with the SEC on January 4,

2024 , April 24, 2024 , April

26, 2024 , May 16, 2024 , May

24, 2024 , and June 26,

13. Other Expenses of Issuance and Distribution

following table sets forth the expenses to be incurred in connection with the offering described in this Registration Statement. All amounts are estimates except the SEC's registration fee.

SEC Registration Fee

Legal fees and expenses

Accounting fees and expenses

Transfer agent and registrar fees

Miscellaneous expenses

14. Indemnification of Directors and Officers

to our Articles of Incorporation and bylaws, we have agreed to indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she (or a person for whom he or she is a representative) is or was a director or an officer of the Company or is or was serving at the request of the Company in any position or capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity or in any other capacity shall be indemnified and held harmless by the corporation to the fullest extent permitted by Nevada against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred or suffered by such indemnitee in connection therewith; provided, however, that with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

as indemnification for liability arising under the Securities Act be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

15. Recent Sales of Unregistered Securities

May 12, 2021, the Company issued to a consultant, Exchange Listing, LLC, warrants to purchase 40,000 shares of common stock exercisable for five years with an exercise price of $20.00 per share, as partial compensation for services pursuant to a Capital Market Advisory Agreement. The Company and Exchange Listing, LLC amended their agreement on July 1, 2022 pursuant to which, on the Closing Date of this offering, the Company will issue to Exchange Listing, LLC 300,000 shares. The Company and Exchange Listing, LLC entered into an agreement dated July 1, 2022 pursuant to which, on the closing date of our IPO on November 12, 2023, the Company issue 100,000 shares to Exchange Listing, LLC for post-offering services.

July 15, 2021, the Company issued to ELP Global PLLC a promissory note in the principal amount of $40,000 (the "ELP Note") that we used for our general corporate purposes.

July 22, 2021, the Company issued 6,000,000 shares of common stock and 2,000 shares of the Series X Super Voting Preferred Stock to Mr. La Rosa as compensation for services and the founding of the Company.

a private placement conducted from July 2021 through February 2022, the Company entered into Convertible Note Securities Purchase Agreements and issued convertible promissory notes in the aggregate principal amount of $516,000 that we used to pay the expenses of our organization and reorganization and for other general corporate purposes.

January 10, 2022, the Company issued to CGB-TRUST-1001-01/13/22 and ELG-TRUST-1004-09/01/13 equally as assignees of a consultant, Bonilla Opportunity Fund I Ltd., as compensation for its services and for the purchase price of $120.00, a total of 120,000 shares of common stock, with anti-dilution and reverse stock split protection to permit that consultant to maintain its percentage ownership prior to and immediately after the closing of the Company's initial public offering. On July 28, 2022, the Company and Bonilla Opportunity Fund I Ltd. amended the services agreement pursuant to which the Company issued to each of two assignees of Bonilla Opportunity Fund I Ltd., CGB-TRUST-1001-01/13/22 and ELG-TRUST-1004-09/01/13, equally an additional total of 133,040 shares of common stock. Those shares were subsequently determined by the Company to have been issued erroneously and were canceled. On July 31, 2023, the Company evaluated the agreement and determined that the performance condition was satisfied and issued to CGB-TRUST-1001-01/13/22 and ELG-TRUST-1004-09/01/13 a total of 250,168 shares of common stock, which were valued at the expected IPO price of $5 a share.

February 15, 2022, options exercisable for 20,000 shares of common stock were granted to each director under the Company's 2022 Equity Incentive Plan and vested in full on March 17, 2023. All such issuances were exempt from the registration requirement of the Securities Act pursuant to Rule 701 thereunder.

February 25, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 that we used for our general corporate purposes.

April 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 that we used for our general corporate purposes.

May 17, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $50,000 that we used for our general corporate purposes. On June 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $350,000 of which $150,000 was funded on July 1, 2022 that we used for our general corporate purposes.

June to November 2022, the Company issued restricted stock units representing 198,425 shares of common stock to 95 real estate agents who provide services to the Company under the Company's 2022 Equity Incentive Plan. All such issuances were exempt from the registration requirement of the Securities Act pursuant to Rule 701 thereunder.

July 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $70,000 that we used for our general corporate purposes.

August 22, 2022, the Company issued to an unaffiliated private investor an unsecured subordinated promissory note in the principal amount of $250,000 that we used for our general corporate purposes.

October 3, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $95,000 that we used for our general corporate purposes.

private placements conducted in October 2022, the Company entered into Convertible Note Securities Purchase Agreements pursuant to which we issued two unsecured convertible promissory notes in the aggregate principal amount of $100,000 that it used for general corporate purposes. Prior to the maturity date, the convertible promissory notes will convert the outstanding principal and accrued interest automatically into shares of the Company's common stock on the date of the closing of this Offering at a price per share equal to the product of the public offering price of the common stock multiplied by 0.80.

November 14, 2022, the Company and Emmis Capital, an affiliate of Exchange Listing, LLC, entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. In connection with the Securities Purchase Agreement, the Company also granted to Emmis Capital, among other things, upon the repayment of the loan, a grant of 30,000 shares of our common stock and warrants exercisable for 50,000 shares of our common stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our common stock equal to the number of shares that would be issued upon full conversion of the Senior Secured Promissory Note issued to Emmis; and (iv) have an exercise price equal to the lower of: (A) $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The loan matured on May 14, 2023. The Company and Emmis Capital agreed to extend the maturity date of the loan to the earlier of the date when the common stock is listed on Nasdaq, or July 31, 2023.

December 2, 2022, the Company and Joseph La Rosa, the Company's CEO, entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $491,530 that we used for our general corporate purposes. In connection with the Securities Purchase Agreement, the Company also granted to Mr. La Rosa, among other things, upon the repayment of the loan, a grant of 60,000 shares of our common stock and warrants exercisable for 50,000 shares of our common stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our common stock equal to the number of shares that would be issued upon full conversion of the Senior Secured Promissory Note issued to Emmis; and (iv) have an exercise price equal to the lower of: (A) $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company.

February 2023 through August 2023, we issued 1,523 shares of our Series A Preferred Stock to 77 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act. Upon the closing date of our IPO on November 12, 2023, the 1,523 shares of the Series A Preferred Stock converted 435,113 shares of common stock.

March 2023 through May 2023, we exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, certain promissory notes and convertible promissory notes, including those owed to Joseph La Rosa, our founder and Chief Executive Officer, representing an aggregate amount of principal and accrued interest of $1,923,468 for 1,912 shares of our Series A Preferred Stock at an exchange rate of $1,000.00 per share, which shares of the Series A Preferred Stock will automatically convert into 546,278 shares of our common stock upon the closing of this Offering (based on an offering price of $5.00 per share in this offering).

January 10, 2022, the Company issued to CGB-TRUST-1001-01/13/22 and ELG-TRUST-1004-09/01/13 equally as assignees of a consultant, Bonilla Opportunity Fund I Ltd., as compensation for its services and for the purchase price of $120.00, a total of 120,000 shares of common stock, with anti-dilution and reverse stock split protection to permit that consultant to maintain its percentage ownership prior to and immediately after the closing of the Company's initial public offering. On July 28, 2022, the Company and Bonilla Opportunity Fund I Ltd. amended the services agreement pursuant to which the Company issued to each of two assignees of Bonilla Opportunity Fund I Ltd., CGB-TRUST-1001-01/13/22 and ELG-TRUST-1004-09/01/13, equally an additional total of 133,040 shares of common stock. Those shares were subsequently determined by the Company to have been issued erroneously and were canceled. On July 31, 2023, the Company evaluated the agreement and determined that the performance condition was satisfied and issued to CGB-TRUST-1001-01/13/22 and ELG-TRUST-1004-09/01/13 a total of 250,168 shares of common stock, which were valued at the expected IPO price of $5 a share.

February 15, 2022, stock options to purchase 20,000 shares of common stock were granted to each independent director of the Board under the Company's 2022 Equity Incentive Plan and vested in full on March 17, 2023. The grant was exempt from the registration requirement of the Securities Act pursuant to Rule 701 thereunder. Such stock options were subsequently registered pursuant to the registration statement on Form S-8 (Reg. No. 323-275118) filed with the SEC on October 20, 2023.

February 1, 2023, the Company granted 2,813 restricted stock units to Alex Santos, its Chief Technology Officer, pursuant to the terms of his employment agreement and the Company's 2022 Equity Incentive Plan. The grant was exempt from the registration requirement of the Securities Act pursuant to Rule 701 thereunder. Such equity award was subsequently registered pursuant to the registration statement on Form S-8 (Reg. No. 323-275118) filed with the SEC on October 20, 2023.

August 28, 2023, in accordance with the terms of the Senior Secured Promissory Note that was issued to Emmis Capital II, LLC ("Emmis Capital") and repaid by the Company in 2022, the Company issued 30,000 shares of common stock valued at $5 per share to Emmis Capital.

Such shares were subsequently registered pursuant to the registration statement on the Form S-1 (Reg. No. 333-264372) declared effective by the SEC on October 4, 2023.

February 2023 through August 2023, we issued 1,523 shares of our Series A Preferred Stock to 77 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act, which automatically converted into 435,113 shares of our common stock upon the closing of the IPO.

March 2023 through May 2023, we exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, certain promissory notes and convertible promissory notes, including those owed to Joseph La Rosa, our founder and Chief Executive Officer, representing an aggregate amount of principal and accrued interest of $1,923,468 for 1,912 shares of our Series A Preferred Stock at an exchange rate of $1,000.00 per share, which shares of the Series A Preferred Stock automatically converted into 546,278 shares of our common stock upon the closing of the IPO. A total of 600,250 shares of common stock issued pursuant to the Series A Preferred Stock automatic conversions were subsequently registered pursuant to the registration statement on the Form S-1 (Reg. No. 333-264372) declared effective by the SEC on October 4, 2023, and remained 381,426 shares of common stock remained unregistered.

October 12, 2023, in connection with the closing of the IPO, the Company issued 60,000 shares of unregistered, restricted common stock to the Company's CEO, Joseph La Rosa, with a value of $5.00 per share, in accordance with the debt agreement the Company executed on December 2, 2022.

October 12, 2023, the Company issued a total of 1,319,120 shares of its common stock to Joseph La Rosa, the Chief Executive Officer of the Company, and Kent Metzroth, the Chief Financial Officer of the Company, as a compensation for the services rendered pursuant to their employment agreements with the Company.

October 12, 2023, upon the repayment of a note payable to one of the Company's lenders, the Company issued 5,000 shares of unregistered, restricted common stock with a value of $5.00 per share in accordance with the debt agreement.

October 12, 2023, the Company issued 6,566 shares of unregistered, restricted common stock pursuant to conversion of outstanding debt in accordance with the debt agreements.

October 12, 2023, the Company issued to Carmel, Milazzo & Feil LLP; Exchange Listing, LLC; and Crescendo Communications, LLC a total of 514,794 shares of common stock in exchange for amounts payable for services rendered to the Company in connection with the Company's IPO.

October 13, 2023, the Company issued 125,000 shares of restricted common stock to an investor relations services provider pursuant to the consulting agreement between the Company and such provider.

October 13, 2023, the Company issued an aggregate 324,998 unregistered shares of the Company's common stock to the selling stockholder of Nona Legacy Powered by Lake Nona Realty, Inc. (formerly known as La Rosa Realty Lake Nona, Inc.), a Florida corporation and a franchisee of the Company ("Nona Legacy"), in connection with the Company's acquisition of 51% of the outstanding common stock of Nona Legacy from the selling stockholder pursuant to a Securities Purchase Agreement, dated January 6, 2022 and amended on September 15, 2022, by and among the Company, Lake Nona and the selling stockholder.

October 16, 2023, the Company issued an aggregate of 513,626 unregistered shares of the Company's common stock to the selling member of Horeb Kissimmee Realty LLC, a Florida limited liability company and a franchisee of the Company ("Kissimmee Realty"), in connection with the Company's acquisition of 100% of the membership interests of Kissimmee Realty from the selling member pursuant to a Securities Purchase Agreement, dated September 15, 2022, by and among the Company, Kissimmee Realty and the selling member.

December 12, 2023, the Company issued 714,286 unregistered shares of the Company's common stock to the selling member of La Rosa Realty CW Properties, LLC ("CWP") in connection with the Company's acquisition of 100% of the membership interests of CWP from the selling member pursuant to a Securities Purchase Agreement, dated December 12, 2023, by and among the Company, CWP and the selling member.

December 13, 2023, the Company issued 259,023 unregistered shares of the Company's common stock to the selling member of La Rosa Realty Premier, LLC, a Florida limited liability company ("Premier"), a franchisee of the Company, in connection with the Company's acquisition of a 51% membership interest in Premier from the selling member pursuant to a Securities Purchase Agreement., dated December 13, 2023, by and among the Company, Premier and the selling member.

December 18, 2023, the Company issued 100,000 shares of restricted common stock to a service provider pursuant to that certain media advertising agreement between the Company and such provider.

December 20, 2023, the Company issued 415,506 unregistered shares of the Company's common stock to the selling members of La Rosa Realty Orlando, LLC, a Florida limited liability company and a franchisee of the Company ("Orlando"), in connection with the Company's acquisition of a 51% membership interest in Orlando from the selling members pursuant to a Securities Purchase Agreement, dated December 20, 2023, by and among the Company, Orlando and the selling members.

December 28, 2023, Company issued an aggregate of 522,675 unregistered shares of the Company's common stock to the selling member of La Rosa Realty North Florida, LLC, a Florida limited liability company and a franchisee of the Company ("North Florida"), in connection with the Company's acquisition of 100% of the membership interests in North Florida pursuant to a Securities Purchase Agreement, dated December 28, 2023 by and among the Company, North Florida and the selling member.

February 20, 2024, the Company issued an accredited investor (i) 67,000 unregistered shares of common stock, (ii) a five year warrant to purchase 120,000 shares of common stock for $3.00 per share and (ii) a five year warrant to purchase 95,000 shares of common stock for $2.25 per share in connection with the investor's purchase of a 13% OID secured promissory note in the face amount of $1,052,631.58 for purchase price of $1,000,000, pursuant to a securities purchase agreement, dated February 20, 2024, between the Company and the investor.

On February 20, 2024, the Company issued a warrant

pursuant to a tail arrangement with a registered broker-dealer. The warrant is exercisable for up to 21,053 shares of common stock for $1.50, subject to adjustment for stock splits, reorganizations, recapitalizations, and dividends, from the date of issuance until the fifth anniversary date of the date of issuance.

On February 21, 2024, the Company issued 268,858 unregistered shares of the Company's common stock to the selling members of La Rosa Realty Winter Garden LLC, a Florida limited liability company and a franchisee of the Company ("Winter Garden"), in connection with the Company's acquisition of 100% of the membership interests of Winter Garden from the selling members pursuant to a purchase agreement, dated February 21, 2024, by and among the Company, Winter Garden and the selling members.

March 7, 2024, the Company issued 276,178 unregistered shares of the Company's common stock to the selling members La Rosa Realty Georgia LLC, a Georgia limited liability company and a franchisee of the Company ("Realty Georgia"), in connection with the Company's acquisition of 100% of Realty Georgia from the selling members pursuant to a purchase agreement, dated March 7, 2024, by and among the Company, Realty Georgia and the selling members.

March 13, 2024, the Company issued 225,000 unregistered shares of the Company's common stock to a consultant of the Company as consideration for services rendered in connection with an extension of a consulting agreement, dated September 20, 2023, as amended on February 6, 2024.

March 15, 2024, the Company issued 1,387 unregistered shares of the Company's common stock to the selling stockholder of La Rosa Realty California, a California corporation and a franchisee of the Company ("Realty California"), in connection with the Company's acquisition of 1% of issued and outstanding shares of Realty California from the selling stockholder pursuant to a purchase agreement, dated March 15, 2024, by and among the Company, Realty California and the selling stockholder.

April 1, 2024, the Company issued an accredited investor (i) 50,000 unregistered shares of common stock, (ii) a five year warrant to purchase 150,000 shares of common stock for $3.00 per share and (ii) a five year warrant to purchase 152,300 shares of common stock for $2.25 per share in connection with the investor's purchase of a 13% OID secured promissory note in the face amount of $1,316,000 for purchase price of $1,250,200, pursuant to a securities purchase agreement, dated April 1, 2024, between the Company and the investor.

On April 18, 2024, the Company issued

514,939 unregistered shares of common stock to the selling member of La Rosa Realty Lakeland LLC, a Florida limited liability company and a franchisee of the Company ("Realty Lakeland"), in connection with the Company's acquisition of a 51% membership interest in Realty Lakeland from the selling member pursuant to a purchase agreement, dated April 18, 2024, by and among the Company, Realty Lakeland and the selling member.

On May 24, 2024, the Company issued 56,375

unregistered shares of common stock to the selling member of La Rosa Realty Success LLC, a Florida limited liability company and a franchisee of the Company ("Realty Success"), in connection with the Company's acquisition of a 51% membership interest in Realty Success from the selling member pursuant to a purchase agreement, dated May 24, 2024, by and among the Company, Realty Success and the selling member.

otherwise noted, the securities above were issued pursuant to the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act, in light of the fact that none of the issuances involved a public offering of securities and no solicitation or advertisements for such securities were made by any party.

16. Exhibit and Financial Statement Schedules

The SEC allows us to 'incorporate by reference'

SEC allows us to 'incorporate by reference' into this prospectus and the accompanying prospectus the information in documents we file with it. This means that we can provide you with important information by referring you to those documents. The information incorporated by reference is considered part of this prospectus and the accompanying prospectus. Any information we file later with the SEC will automatically update and supersede this information. Please note that any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus and the accompanying prospectus to the extent that a statement contained in or omitted from this prospectus or the accompanying prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or therein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or the accompanying prospectus.

Please note that any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus and the accompanying prospectus to the extent that a statement contained in or omitted from this prospectus or the accompanying prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or therein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or the accompanying prospectus.

We incorporate by reference the documents listed

incorporate by reference the documents listed below and any future documents that we file with the SEC (excluding any portion of such documents that are furnished and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus until the offering of the securities is terminated:

Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024;

Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 15, 2024;

Our Current Reports on

Form 8-K filed with the SEC on January 4, 2024 , February 1, 2024 , February 23, 2024 , February 26, 2024 , March 13, 2024 , March 21, 2024 , April 5, 2024 , April 17, 2024 , April 19, 2024 , April 24, 2024 , April 26, 2024 , May 16, 2024 , May 24, 2024 , June 26, 2024 , July 19, 2024 (reporting date: July 16, 2024) and July 19, 2024 (reporting date: July 17, 2024);

Our Preliminary Information Statement on Schedule 14C filed with the SEC on July 17, 2024 ;

Our Definitive Information Statements filed on Schedule 14C filed with the SEC on July 29, 2024 ;

Preliminary Information Statements on Schedule 14C filed with he SEC on February 29, 2024 and April 8, 2024 ● Our Definitive Information Statements filed on Schedule 14C filed with The SEC on March 11, 2024 and April 18, 2024 description of our common stock, which is contained in a registration statement on Form 8-A filed with the SEC on January 6, 2023 , as amended on April 27, 2023 , under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

and 10 more changes in the filing

Exhibits 40 changes

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).

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).

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, 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).

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

1 unchanged paragraph

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).

113 unchanged paragraphs

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

29 unchanged paragraphs

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 July 19, 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 July 19, 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 July 19, 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 July 19, 2024).

Form of Security Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed with the SEC as of July 19, 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 July 19, 2024).

2 unchanged paragraphs

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

21.1 List of subsidiaries (incorporated by reference to Exhibit 21.1 of the Company's Registration Statement on Form S-1 filed with the SEC on June 12, 2024).

Consent of Marcum LLP

Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) 24.1** Power of Attorney 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, table * Filed herewith ** Previously filed. 2024).

2 unchanged paragraphs

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 3 rd 2 nd day of July August 2024.

LA ROSA HOLDINGS CORP.

President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Joseph La Rosa and Kent Metzroth, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Founder, President, Chief Executive Officer, and

3 unchanged paragraphs

/s/ Michael A. La Rosa