La Rosa Holdings: securities offering

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ea0210322-s1_larosa.htm ea0211853-s1_larosa.htm

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

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La Rosa Holdings Corp.

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582,875 UP TO 3,051,336 SHARES OF COMMON STOCK

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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"

or the "Selling Stockholder"), (ii) up to 107,900 shares issuable upon exercise of warrants (the "Warrants") issued to the Selling Stockholder in the Placement, and (iii) 29,800 shares of common stock issued to the Selling Stockholder in the Placement as commitment fees for entering into the Securities Purchase Agreement.

The 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 107,900 shares issuable upon exercise of the Warrants issued to Mast Hill in that Placement, and 29,800 shares of common stock issued to Mast Hill as a commitment fee for entering into the Securities Purchase Agreement for that

Prospectus is referred to as the "Offering."

relates to the offer and sale from time to time by the selling stockholder, Brown Stone Capital Ltd., a company organized under the laws of England and Wales (the "Selling Stockholder") of up to 582,875 3,051,336 shares of common stock, par value $0.0001 per share of La Rosa Holdings Corp., a Nevada corporation. (the

"common stock"), of La Rosa Holdings Corp., a Nevada corporation.

We are registering the resale of (i) up to 445,175 761,689 shares

of common stock (the "First Closing Shares") issued to the Selling Stockholder on August 12, 2024 in a private placement transaction (the "Placement") pursuant to a securities purchase agreement dated August 7, 2024, as amended (the "Securities Purchase

Agreement"), by and between the Company and Selling Stockholder, (ii) up to 509,498 shares (the "First Closing Warrant Shares")

issuable upon exercise of a pre-funded warrant (the "First Warrant") issued to the Selling Stockholder in the Placement on

August 12, 2024, and (iii) up to 1,780,149 shares of common stock, consisting of a number of shares of common stock issuable to the Selling

Stockholder in the second closing of the Placement (the "Second Closing Shares"), and/or a number of shares of common stock (the "Second Closing Warrant Shares") issuable to the Selling Stockholder upon exercise of the pre-funded warrant (the "Second

Warrant" and together with the First Warrant, the "Warrants") issuable to the Selling Stockholder in the second closing of the Placement. The First Closing Shares, the First Closing Warrant Shares, the Second Closing Shares, and the Second Closing Warrant

Shares are referred to herein as the "Shares." The number of Second Closing Shares and the Second Closing Warrant Shares will depend on the beneficial ownership of the Selling Stockholder at the time of issuance. If the Selling Stockholder would beneficially own in excess of 4.99% of the common stock as a result of the issuance of the Second Closing Shares, the Selling Stockholder shall instead receive the Second Warrant to purchase the number of Second Closing Warrant Shares in excess of such beneficial ownership limitation.

For a more complete discussion of the terms and

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

The resale of up to 3,051,336 shares of common stock 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 upon issuance of the Warrants if they are exercised for cash. Second Closing Shares and the Second Warrant.

The Selling Stockholder is may be deemed an "underwriter"

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under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of July 30, August 19, 2024, controls 73% 70% 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

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Our common stock is listed on the Nasdaq Capital

Our common stock is listed on the Nasdaq Capital Market under the symbol "LRHC." On August 2, 20, 2024, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.19 per share.

Market was $1.05 per share.

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MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

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About this prospectus 3 changes

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which the Selling Stockholder may offer from time to time up to 582,875 3,051,336 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.

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If necessary, the specific manner in which the

the shares of common stock may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update, or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus, you should rely on the information in such prospectus, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date-for example, a document incorporated by reference in this prospectus or any prospectus-the statement in the document having the later date modifies or supersedes the earlier statement.

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Prospectus summary 18 changes

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

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 22 23 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, and Georgia, and Puerto Rico. We have 15 14 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 2,581 licensed real estate brokers and sales associates as of July 31, 2024.

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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 La Rosa Realty Success 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 BF Prime 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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of August 2, 2024, we have 22 La Rosa Realty corporate real estate brokerage offices and branches in Florida, California, Texas, and Georgia.

of August 20, 2024, we have 15 23 La Rosa Realty corporate real estate brokerage offices and branches in Florida, California, Texas, Georgia, and Puerto Rico. We have 14 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 2,535 2,581 agents as of June 30, July 31, 2024.

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other in-house training services operated by independent real estate brokerage agencies and the international and national franchisors named above, as well as online providers. We compete on the basis of personalized instruction, our mentorship program that provides a neophyte agent with an experienced coach to guide her and answer questions on an ongoing basis after the classroom instruction has ended.

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La Rosa Realty Winter Garden, LLC is engaged mostly in the residential real estate brokerage business; and ● La Rosa Realty Texas, LLC is engaged mostly in the residential real estate brokerage business;

La Rosa Realty Georgia, Texas, LLC is engaged mostly in the residential real estate brokerage business; and ● La Rosa Realty California is engaged mostly in the residential real estate brokerage business;

La Rosa Realty Georgia, LLC is engaged mostly in the residential real estate brokerage business;

La Rosa Realty California is engaged mostly in the residential real estate brokerage business;

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La Rosa Realty Success LLC is engaged mostly in the residential real estate brokerage business; and ● BF Prime LLC is engaged mostly in the residential real estate brokerage business.

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under the corporate governance rules of Nasdaq because our founder, Mr. Joseph La Rosa, as of July 30, August 19, 2024, controls 73% 70% 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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We also qualify as a "smaller reporting

reporting company," as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and to the extent we continue to qualify as a "smaller reporting company," after we cease to qualify as an "emerging growth company," certain of the exemptions available to us as an "emerging growth company" may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (2) scaled executive compensation disclosures; and (3) the ability to provide only two years of audited financial statements, instead of three years.

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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 30, August 19, 2024, controls 73% 70% 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 issuance of Second Closing Shares and exercise of the Warrants are exercised by the Selling Stockholder, for cash and we do not issue any more securities, Mr. La Rosa will control 72% 66% of total voting power of our Company.

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Summary of risk factors 8 changes

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582,875 up to 3,051,336 shares of common stock.

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15,816,415 18,991,992 shares, assuming (i) the Convertible Note Second Closing Shares and the Second Warrant are issued to the Selling Stockholder, 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 the Selling Stockholder does Second Closing Shares and the Second Warrant are not fully convert issued to the Convertible Note Selling Stockholder or fully exercise less than all of the Warrants are 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 issuance of the Warrants, assuming they are not exercised on a "cashless" basis. To the extent Second Closing Shares and the Warrants are exercised for cash, Second Warrant. We intend to use such proceeds 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.

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Based on 15,263,340 16,702,345 shares of common stock outstanding as of July 30, August 19, 2024, which includes 29,800 Commitment 761,689 First Closing Shares issued by to the Company Selling Stockholder on July 16, August 12, 2024. Other than the shares of common stock underlying the Note and Warrants, it excludes the following as of such date:

961,687 1,069,587 shares of our common stock issuable upon the exercise of warrants outstanding, at a weighted average exercise price of $3.09 $3.04 per share;

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26,941 29,684 shares of our common stock issuable upon the vesting of restricted stock units;

4,046,064 4,045,087 shares of our common stock reserved for future issuance under our 2022 Equity Incentive Plan;

2,345,218 shares of our common stock issuable upon conversion of outstanding convertible promissory notes;

Risk factors 12 changes

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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 satisfying the Equity Standard under Listing Rule 5550(b).

On April 18, 2024, Nasdaq notified us that

the Company had regained compliance with Nasdaq Rule 5550 by satisfying the Equity Standard under Listing Rule 5550(b).

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Based on our common stock outstanding as of July August

30, 19, 2024, Mr. La Rosa had voting power of approximately 73% 70% 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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practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

The SEC has adopted rules that regulate broker-dealer

broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

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on Outstanding Promissory Notes

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on a promissory note issued to the Selling Stockholder Mast Hill Fund, L.P. in February 2024. Although the Selling Stockholder, who is also an investor, Mast Hill Fund, L.P. 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 they will waive their right to accelerate payments in the future for the February 2024 note, or the promissory note notes issued to the same Selling Stockholder investor in April 2024 or the note issued and 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.

Failure to make future amortization payments on time could result in the investor exercising their rights to accelerate payment under one or more outstanding notes, which would require us to pay the remaining balance of the notes immediately. This could have a material adverse effect on our financial condition and liquidity.

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Use of proceeds 4 changes

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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

We will receive proceeds upon exercise issuance of the

a "cashless basis," Second Closing Shares and the Second Warrant pursuant to the terms of the Securities Purchase Agreement. 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 38 changes

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

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

on August 20, 2024, as reported by Nasdaq, was $1.05 per share.

As of August 19, 2024, we had 207 record holders

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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.

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The table below presents information regarding

regarding 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 30, August 19, 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 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.

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. The Convertible Note and Warrants held by the Selling Stockholder or to be issued to the Selling Stockholder contain a 4.99% beneficial ownership limitation, prohibiting conversion of a Convertible Note into or exercise of 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 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.

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Mast Hill Fund, L.P. ("Mast Hill")

Consists of the number of

Consists of (i) 445,175

shares issuable upon conversion of the 13% $468,000 Convertible Note, dated July 16, 2024; (ii) 53,700 shares issuable upon exercise of a warrant, dated July 16, 2024, for $3.00 per share exercisable from the date of issuance until the fifth anniversary of the date of issuance; (iii) 54,200 shares issuable upon exercise of a warrant, dated July 16, 2024, for $2.25 per share exercisable from July 17, 2025 until July 17, 2030; and (iv) 29,800 shares of common stock issued as a commitment fee.

Brown Stone Capital Ltd. ("Brown Stone") (1)

Nima Montazeri is the owner of the Selling Stockholder

and has sole voting and investment power over the shares. The address of the Selling Stockholder is 9663 Santa Monica Blvd., No 1091, (2) Consists of the number of shares of common stock deemed to be beneficially owned by Mast Hill Brown Stone in light of the 4.99% beneficial ownership limitation in the Convertible Note and Warrants, based on 15,263,340 16,702,345 shares of common stock outstanding as of July 30, August 19, 2024.

Consists of (i) 761,689 First Closing Shares; (ii) 509,498 shares issuable upon exercise of the First Warrant, and (iii) up to 1,780,149 shares of common stock, consisting of Second Closing Shares, and/or the shares issuable upon exercise of the Second Warrant.

Plan of distribution 2 changes

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Because the Selling Stockholder may be deemed

deemed to be an "underwriter" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholder has advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholder.

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Description of the securities 25 changes

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As of the date of this prospectus, there were

As of August 19, 2024, there were 16,702,345 shares

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 15,816,415 18,991,992 shares of common stock outstanding, assuming (i) the Convertible Note Second Closing Shares and the Second Warrant are issued to the Selling Stockholder, are converted into 445,175 shares of common stock, (ii) the Warrants held by the Selling Stockholder are exercised for 107,900 shares of common stock, and (iii) no other shares of common stock are issued by us. If the Second Closing Shares and the Second Warrant are not issued to the Selling Stockholder or less than all of the Convertible Note or Warrants are converted into or exercised for shares of common stock, we would have less common stock outstanding after the Offering.

24 unchanged paragraphs

On August 12, 2024, the Company issued a pre-funded

warrant exercisable for up to 509,498 Shares (the "First Warrant"). The Company also agreed to issue the second pre-funded warrant, which would be exercisable for up to 1,780,149 Shares (the "Second Warrant") upon achievement of the closing conditions described in the Securities Purchase Agreement.

The Warrants have an exercise price of $0.0001

per share, are immediately exercisable upon issuance and will expire when exercised in full. Under the terms of the Warrants, we may not affect the exercise of any such pre-funded warrant, and a holder will not be entitled to exercise any portion of any pre-funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the Selling Stockholder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder's or any of the holder's affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act would exceed 4.99% of the number of shares of common stock of the Company outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"), as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC, provided, however , that the holder may increase or decrease the Beneficial Ownership Limitation by giving notice to the Company, with any such increase not taking effect until the 61st day after such notice is delivered to the Company but not to any percentage in excess of 9.99%.

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, or reclassification.

Subsequent Rights Offerings Adjustment.

If at any time the Company grants, issues or sells any Common Stock Equivalents (as defined in the Warrants) or rights to purchase stock, warrants, securities or other property pro rata to all (or substantially all) the record holders of any class of shares of common stock (the "Purchase Rights"), then the Selling Stockholder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of common stock acquirable upon complete exercise of the Warrant (without regard to any limitations on exercise thereof, including without limitation, the Beneficial Ownership Limitation).

Pro Rata Distributions . If the Company

shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of shares of common stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), in each such case, the Selling Stockholder shall be entitled to participate in such Distribution to the same extent that the Selling Stockholder would have participated therein if the Selling Stockholder had held the number of shares of common stock acquirable upon complete exercise of the Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of common stock are to be determined for the participation in such Distribution.

Fundamental Transaction Adjustment . If,

at any time while the Warrant is outstanding the Company effects a Fundamental Transaction (as defined in the Warrant), then, upon any subsequent exercise of the Warrant, the Selling Stockholder shall have the right to receive, for each Share underlying the Warrant that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Selling Stockholder, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the Warrant is exercisable immediately prior to such Fundamental Transaction.

1 unchanged paragraph

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

As of August 19, 2024, there are eleven (11) outstanding

warrants covering 961,687 1,069,587 shares of common stock and sixteen (16) outstanding options covering 3,742,910 shares of common stock.

10 unchanged paragraphs

If applicable, the prohibition is for a period

period of two years after the date of the transaction in which the person became an interested stockholder, unless the combination meets all of the requirements of the resident domestic corporation's articles of incorporation and the combination or transaction by which the person first became an interested stockholder is approved by the board of directors prior to the date the interested stockholder obtained such status; or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders. The prohibition extends beyond the expiration of the two-year period, unless the combination meets all of the requirements of the resident domestic corporation's articles of incorporation and (a) the combination or transaction by which the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder; (b) the combination is approved by the affirmative vote of a majority of the voting power held by disinterested stockholders at a meeting called for that purpose no earlier than two years after the date the person first became an interested stockholder; or (c) if the consideration to be paid to all stockholders other than the interested stockholder is, generally, at least equal to the highest of: (i) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, plus compounded interest and less dividends paid, (ii) the market value per share of common shares on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, plus compounded interest and less dividends paid, or (iii) for holders of preferred stock, the highest liquidation value of the preferred stock, plus accrued dividends, if not included in the liquidation value. With respect to (i) and (ii) above, the interest is compounded at the rate for one-year United States Treasury obligations from time to time in effect.

17 unchanged paragraphs

Preferred Stock . We believe that

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.

13 unchanged paragraphs

The SEC has adopted regulations which generally

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.

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.

2 unchanged paragraphs

Information we incorporate by reference 8 changes

6 unchanged paragraphs

Our Current Reports on

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 ;

Our Quarterly Reports on

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

2024, filed with the SEC on May 15, 2024, and on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 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), August 13, 2024 , and August 16, 2024 ;

8 unchanged paragraphs

582,875 UP TO 3,051,336 SHARES OF COMMON STOCK

2 unchanged paragraphs

Recent Sales of Unregistered Securities 8 changes

On May 12, 2021, the Company issued to a

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.

37 unchanged paragraphs

On January 10, 2022, the Company issued to

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.

57 unchanged paragraphs

On August 12, 2024, the Company issued an accredited

investor (i) 761,689 unregistered shares of common stock, and (ii) a pre-funded warrant to purchase 509,498 shares of common stock for $0.0001 per share, pursuant to a securities purchase agreement, dated August 7, 2024, between the Company and the investor.

On August 19, 2024, the Company issued 39,739

unregistered shares of common stock to the selling member of BF Prime LLC, a Puerto Rico limited liability company and a franchisee of the Company ("BF Prime"), in connection with the Company's acquisition of a 100% membership interest in BF Prime from the selling member pursuant to a purchase agreement, dated August 19, 2024, by and among the Company, BF Prime and the selling member.

2 unchanged paragraphs

Undertakings 7 changes

3 unchanged paragraphs

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and II- 6 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

8 unchanged paragraphs

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

3 unchanged paragraphs

(i) For purposes of determining any liability under the Securities

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Exhibits 86 changes

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).

and Restated Articles of Incorporation of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.2 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 3.3 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).

issued to Exchange Listing, LLC Bylaws of La Rosa Holdings Corp. (incorporated by reference to Exhibit 4.3 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).

Of Certificate For Series A Convertible Preferred Stock Warrant issued to Exchange Listing, LLC (incorporated by reference to Exhibit 4.4 4.3 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023). June 14, 2022).

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 Current Report on Form 8-K filed with the SEC as of October 13, 2023).

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

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

Form of Warrant issued by the Company on August 12, 2025 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of August 13, 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).

83 unchanged paragraphs

Amendment No. 4 dated August 25, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 (incorporated by reference to Exhibit 10.110 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of September 1, 2023).

2 unchanged paragraphs

Stock Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp. and Norkis Fernandez and La Rosa Realty Lake Nona, Inc. (incorporated by reference to Exhibit 10.40 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of September 12, 2023).

Amendment dated September 15, 2022 to Stock Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty Lake Nona, Inc. (incorporated by reference to Exhibit 10.75 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of September 12, 2023).

Membership Interest Purchase Agreement dated as of December 21, 2021 by and among La Rosa Holdings Corp. and Maria Flores-Garcia and Horeb Kissimmee Realty LLC (incorporated by reference to Exhibit 10.43 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of September 12, 2023).

1 unchanged paragraph

of Lease Agreement by and between G&L Mast LLC and La Rosa Realty LLC dated February 8, 2024, for office space located at:

Amendment No. 2 dated December 7, 2023 to Amended and Restated Employment Agreement between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of December 8, 2023).

Membership Interest Purchase Agreement dated as of December 12, 2023 by and among La Rosa Holdings Corp., La Rosa Realty CW Properties, LLC and the CWP Selling Member. (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of December 18, 2023).

Membership Interest Purchase Agreement dated as of December 13, 2023 by and among La Rosa Holdings Corp., La Rosa Realty Premier, LLC and the Premier Selling Member. (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of December 18, 2023).

Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC as of December 18, 2023).

Membership Interest Purchase Agreement dated as of December 20, 2023 by and among La Rosa Holdings Corp., La Rosa Realty Orlando, LLC and the Selling Members (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of December 27, 2023).

Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of December 27, 2023).

Form of membership Interest Purchase Agreement dated as of December 28, 2023 by and among La Rosa Holdings Corp., La Rosa Realty North Florida, LLC and the Selling Member (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of January 4, 2024).

Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of January 4, 2024).

Employment agreement between Deana La Rosa and La Rosa Holdings Corp. dated January 31, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of February 1, 2024).

Amendment dated February 1, 2024 to the employment agreement between Kent Metzroth and La Rosa Holdings Corp. dated November 1, 2022 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of February 1, 2024).

Membership Interest Purchase Agreement dated as of February 21, 2024 by and among La Rosa Holdings Corp., La Rosa Realty Winter Garden LLC and the Selling Members (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of February 23, 2024).

Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of February 23, 2024).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of February 26, 2024).

Form of Security Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of February 26, 2024).

Form of Senior Secured Promissory Note (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC as of February 26, 2024).

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

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

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K filed with the SEC as of February 26, 2024).

Membership Interest Purchase Agreement dated as of March 7, 2024 by and among La Rosa Holdings Corp., La Rosa Realty Georgia LLC and the Selling Members (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of March 13, 2024).

Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of March of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC as of April 5, 13, 2024).

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

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

Form of Security a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of April 5, March 21, 2024).

Form of Registration Rights Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of April 5, 2024).

3407 Magic Oak Lane, Sarasota, Florida Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.122 10.3 of the Company's Annual Current Report on Form 10-K 8-K filed with the SEC on as of April 16, 5, 2024).

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

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

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

Form of Retail Lease Agreement by and between SGO Osceola village, G&L Mast LLC and La Rosa Realty LLC dated July 13, 2016, February 8, 2024, for office space located at: 3032 Dyer Blvd., Kissimmee, 3407 Magic Oak Lane, Sarasota, Florida 34741 (incorporated by reference to Exhibit 10.126 10.122 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

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

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

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

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

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

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

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

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

2 unchanged paragraphs

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

7 unchanged paragraphs

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).

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

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

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

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

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

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

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

Form of 13% OID Senior Secured Promissory Note (incorporated by reference to Exhibit 4.1 of the Company's Current Report on 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 Current Report on 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 Current Report on 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 Current Report on 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 Current Report on 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 Current Report on Form 8-K filed with the SEC as of July 19, 2024).

and Restated Insider Trading Policy Form of La Rosa Holdings Corp. Securities Purchase Agreement by and between the Company and Brown Stone Capital Ltd. dated August 7, 2024 (incorporated by reference to Exhibit 99.1 10.1 of the Company's Current Report on Form 8-K filed with the SEC on June 26, as of August 13, 2024).

Form of Registration Rights Agreement by and between the Company and Brown Stone Capital Ltd. dated August 7, 2024 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of August 13, 2024).

Form of Amendment No. 1 dated August 9, 2024 to the Securities Purchase Agreement by and between the Company and Brown Stone Capital Ltd. dated August 7, 2024 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC as of August 13, 2024).

Form of Amendment No. 2 dated August 13, 2024 to the Securities Purchase Agreement by and between the Company and Brown Stone Capital Ltd. dated August 7, 2024 (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the SEC as of August 13, 2024).

4 unchanged paragraphs

11 unchanged paragraphs

and 6 more changes in the filing