La Rosa Holdings: securities offering

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ea0211853-s1_larosa.htm ea0220406-s1_larosa.htm

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on November 8, 2024.

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UP TO 3,051,336 1,460,826 SHARES OF COMMON STOCK

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

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.

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") stockholders identified herein of up to 3,051,336 1,460,826 shares of common stock, par value $0.0001 per share (the "common stock"), of La Rosa Holdings Corp., a Nevada corporation (the "Company").

We are registering the resale of (i) 761,689 936,264 shares

of common stock (the "Abri Shares") issued to Abri Advisors, Ltd., a Bermuda company (the "Abri") on November

of common stock (the "First Closing Shares") issued to the Selling Stockholder on August 12, 1, 2024 in a private placement transaction (the "Placement") pursuant to a securities purchase agreement dated August 7, 2024, as amended (the "Securities Purchase November 1,

2024 (the "Securities Purchase Agreement"), by and between the Company and Selling Stockholder, Abri, (ii) up to 509,498 399,562 shares (the "First Closing "Warrant Shares")

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

1, 2024, and (iii) 125,000 shares of common stock ("Brown Stone Shares") issued to Brown Stone Capital Ltd., a company organized under the laws of England and Wales ("Brown Stone", and together with Abri the "Selling Stockholders"), on November

1, 2024, pursuant to an independent contractor agreement between the Company and Brown Stone dated November 1, 2024. The Abri Shares, the Warrant Shares, and the Brown Stone Shares are referred to herein as the "Shares."

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conditions of the Securities Purchase Agreement and Placement, see the discussion under the heading " Private Placements. Placement. "

The resale of up to 3,051,336 1,460,826 shares of common stock by the Selling Stockholder Stockholders pursuant to this Prospectus is referred to as the "Offering."

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We are a "controlled company" as defined

beginning on page 7 of this prospectus for more information.

and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder. We will receive proceeds upon issuance of the Second Closing Shares and the Second Warrant. Stockholders.

The Each Selling Stockholder may be deemed an "underwriter"

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

are a "controlled company" as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of August 19, November 8, 2024, controls 70% 65.2% 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")

Preferred Stock, $0.0001 par value per share, (the "Series X Preferred Stock") that votes with the common stock, with respect to director elections and other matters. As a "controlled company," as defined under the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from Nasdaq's corporate governance rules. We do not plan to rely on these exemptions, but we may elect to do so in the future. Please read " Prospectus Summary-Implications of Being a Controlled Company, " beginning on page 7 of this prospectus for more information.

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Market was $1.05 per share.

Market under the symbol "LRHC." On August 20, November 8, 2024, the last reported sale price of our common stock on the Nasdaq Capital

Market was $0.85 per share.

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Investing in our common stock involves a high

in our common stock involves a high degree of risk. See " Risk Factors " beginning on page 11 of this Prospectus.

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About this prospectus 1 change

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which the Selling Stockholder Stockholders may offer from time to time up to 3,051,336 1,460,826 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 Stockholders have 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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Prospectus summary 17 changes

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We are the holding company for five six agent-centric,

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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, title 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 23 24 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, Georgia, and Puerto Rico. We have 14 8 La Rosa Realty franchised real estate brokerage offices and branches and two 3 affiliated real estate brokerage offices that pay us fees in two three states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with 2,581 2,647 licensed real estate brokers and sales associates as of July 31, September 30, 2024. Additionally, we have a full-service escrow settlement and title company in Florida.

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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, 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, La Rosa Realty Winter Garden LLC, Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona Inc.), and BF Prime LLC. We have also acquired 100% ownership of Nona Title Agency LLC, a full service escrow settlement and title company.

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All La Rosa Holdings offices have access to My Agent Account and are required to pay a mandatory monthly or annual subscription fee per agent for it. My Agent Account is a proprietary platform of the Company, that was designed to empower agents with a comprehensive suite of tools and resources. Serving as a centralized hub, it enables agents to stay connected, informed, and efficient in their daily operations.

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In October 2024, the Company launched My Agent

Account version 3.0, a significant upgrade to its proprietary platform, which now includes a new module specifically designed for property management disbursements. This update is expected to improve operational efficiency for agents across the Company.

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In At the end of 2023, the Company entered into a strategic

a strategic partnership with Final Offer, a consumer-facing offer management and negotiation platform driven by agents. Final Offer is a technology platform that is designed to simplify real estate transactions, enabling buyers to make successful offers and sellers to maximize the outcome of their sales. Final Offer's online process allows sellers to establish a minimum sales price and other deal terms online and pre-approved buyers to make binding offers. If a seller sets a "Final Offer" price and terms, an interested buyer can accept it instantly, putting the property under contract. We believe that the Final Offer's innovative platform is designed to empower both real estate agents and their clients with real-time transparency, streamlining the offer management and negotiation process, creating a fair playing field for all while also providing accountability and trust.

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of August 20, November 8, 2024, we have 23 24 La Rosa Realty corporate real estate brokerage offices and branches in Florida, California, Texas, Georgia, and Puerto Rico. We have 14 8 La Rosa Realty franchised real estate brokerage offices and branches and two three affiliated real estate brokerage offices that pay us fees in two states in the United States and Puerto Rico. Additionally, we have a full-service escrow settlement and title company in Florida.

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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, the number of agents utilizing our title services, and the number of agents who work with our franchisees. We grew our total agent count from our founding in 2004 to 2,581 agents as of July 31, 2024.

We grew our total agent count from our founding in 2004 to 2,647 agents as of September 30, 2024.

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public offering (the "IPO"). Following our IPO, we have acquired majority ownership of several franchisees of the Company and other businesses. As of the date of this prospectus, we have acquired the Company owns a majority ownership of the following franchisees of the Company: entities:

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Nona Title Agency LLC is engaged mostly in the title insurance and escrow management business.

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under the corporate governance rules of Nasdaq because our founder, Mr. Joseph La Rosa, as of August 19, November 8, 2024, controls 70% 65.2% 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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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 August 19, November 8, 2024, controls 70% 65.2% 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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the issuance of Second Closing Shares and exercise of the Warrants by the Selling Stockholder, Abri, Mr. La Rosa will control 66% 64.6% of total voting power of our Company.

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Summary of risk factors 11 changes

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Adverse outcomes in litigation and regulatory actions against the NAR, National Association of Realtors, other real estate brokerage companies and agents in our industry could adversely impact our financial results.

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up to 3,051,336 1,460,826 shares of common stock.

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18,991,992 20,223,639 shares, assuming (i) the Second Closing Shares and the Second Warrant are issued to the Selling Stockholder, (ii) the Warrants held by the Selling Stockholder Abri are exercised for shares of common stock, and (iii) (ii) 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 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 issuance exercise of the Second Closing Shares and Warrants, assuming they are not exercised on a "cashless" basis. To the Second Warrant. extent the Warrants are exercised for cash, 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.

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

Based on 16,702,345 19,824,077 shares of common stock outstanding as of August 19, November 8, 2024, which includes 761,689 First Closing 936,264 Shares issued to the Selling Stockholder Abri and 125,000 Shares issued to Brown Stone on August 12, November 1, 2024. Other than the shares of common stock underlying the Warrants, it excludes the following as of such date:

1,069,587 1,282,211 shares of our common stock issuable upon the exercise of warrants outstanding, at a weighted average exercise price of $3.04 $2.01 per share;

3,742,910 3,792,910 shares of our common stock issuable upon the exercise of stock options outstanding, at a weighted average exercise price of $1.74 $1.73 per share;

29,684 67,969 shares of our common stock issuable upon the vesting of restricted stock units;

4,045,087 4,040,483 shares of our common stock reserved for future issuance under our 2022 Equity Incentive Plan; and ● 2,551,356 shares of our common stock issuable upon conversion of outstanding convertible promissory notes.

Risk factors 15 changes

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On November 24, 2023, Nasdaq notified us

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

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

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On October 10, 2024, we received a letter from

Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). Although Nasdaq has granted us 180 calendar days, or until April 8, 2025, to regain compliance with the Bid Price Rule, there can be no assurance that we will regain such compliance and Nasdaq could make a determination to delist our common stock.

Any delisting determination by Nasdaq could seriously

decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock. While a listing on an over-the-counter exchange could maintain some degree of a market in our common stock, we could face substantial material adverse consequences, including, but not limited to, the following: limited availability for market quotations for our common stock; reduced liquidity with respect to and decreased trading prices of our common stock; a determination that shares of our common stock are "penny stock" under the Securities and Exchange Commission rules, subjecting brokers trading our common stock to more stringent rules on disclosure and the class of investors to which the broker may sell the common stock; limited news and analyst coverage for our Company, in part due to the "penny stock" rules; decreased ability to issue additional securities or obtain additional financing in the future;

and potential breaches under or terminations of our agreements with current or prospective large stockholders, strategic investors and banks. The perception among investors that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our common stock.

Furthermore, on November 6, 2024, the closing

price of our common stock was $0.85. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our common stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting Determination Letter resulting from our common stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will stay the delisting of our common stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether, or not our common stock would be delisted. If, in the future, we receive a Staff Delisting Determination there can be no assurance that we would be successful in preventing a determination by the Nasdaq hearing panel that our stock will be delisted.

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Based on our common stock outstanding as of August November

19, 8, 2024, Mr. La Rosa had voting power of approximately 70% 65.2% 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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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.

on a promissory note notes issued to Mast Hill Fund, L.P. in February and April 2024. Although Mast Hill Fund, L.P. waived its right to accelerate payment of the remaining balance under the promissory note for that instance, those instances, and agreed to restructure payments under all outstanding notes issued to Mast Hill Fund, L.P. pursuant to the Global Amendment to the Notes dated September 25, 2024 (the "Global Amendment"), there is no assurance that they will waive their right to accelerate payments in the future for the February 2024 note, or the promissory notes issued to the same investor in April 2024 and in July 2024. 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 5 changes

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stock that may be offered and sold from time to time by the Selling Stockholder. Stockholders. We will receive no proceeds from the sale of shares of common stock by the Selling Stockholder. Stockholders.

We will receive proceeds upon issuance exercise of the

Warrants, assuming they are not exercised on a "cashless" basis. The holder may exercise the Warrants by a "cashless" exercise if at the time of exercise hereof, there is no effective registration statement registering the Warrant Shares or the prospectus contained therein is not available for issuance of the Warrant Shares to the holder.

To the extent any Warrants are not exercised on

Second Closing Shares and the Second Warrant pursuant to the terms of the Securities Purchase Agreement. 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 4 changes

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

on August 20, November 8, 2024, as reported by Nasdaq, was $1.05 $0.85 per share.

As of November 8, 2024, we had 145 record holders

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dividends on its publicly traded common stock after the completion of our initial public offering IPO 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.

Private placement 42 changes

Description of the Placement

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The Securities Purchase Agreement was amended

on August 9, 2024 to correct the date of the first closing and on August 13, 2024 to correct the amount of the purchase price paid at the first closing.

on August 13, November 7, 2024, on August 7, November 1, 2024, we entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Selling Stockholder Abri Advisors, Ltd., a Bermuda company ("Abri") pursuant to which we agreed to issue and sell to the Selling Stockholders, Abri, upon the terms and conditions set forth in the Securities Purchase Agreement, up to 3,051,336 1,335,826 shares of the Company's common stock, (the "Shares"), and/or pre-funded warrants to purchase shares of common stock, subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the common stock, at a price equal to $0.59 $0.3743 per share. The Company also granted the Selling Stockholder Abri piggy-back registration rights in the Securities Purchase Agreement.

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The First Closing took place on August 12, 2024

(the "First Closing Date"). The Company issued to the Selling Stockholder 761,689 Shares (the "First Closing Shares") and a pre-funded warrant to purchase 509,498 Shares (the "First Closing Warrant").

The Second Closing shall occur on or before the

date that is fourteen (14) calendar days after the date of effectiveness of this registration statement (the "Second Closing Date").

The Second Closing is subject to the satisfaction (or written waiver) of the conditions customary closing conditions and the following additional conditions (the "Additional Second Closing Conditions"):

(i) the Company has not breached any covenant, agreement, or other term or condition contained in the Securities Purchase Agreement, Registration Rights Agreement (as defined in below), or any document, agreement, or instrument contemplated thereby, (ii) the common stock of the Company is listed for trading on the Nasdaq Capital Market ("Nasdaq CM") and is not suspended or halted from trading, (iii) the Company is in compliance with all of the listing standards of Nasdaq CM, (iv) the initial registration statement, covering the sale of the Shares (a) shall be declared effective by the SEC on or before the date that is sixty (60) calendar days from the date of the Securities Purchase Agreement and shall still be effective as of the Second Closing Date, and (b) shall include all of the First Closing Shares, common stock underlying the First Warrants, Second Closing Shares, and common stock underlying the Second Warrants for the Selling Stockholder's resale at prevailing market prices, and (v) Nasdaq official closing price of the common stock of the Company must be at least $1.20 per share (subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the common stock) on each of the five (5) trading days prior to the Second Closing Date.

On the Second Closing Date, the Company shall

issue and sell to the Selling Stockholder 1,780,149 Shares for an aggregate purchase price of $1,050,288.24. If the Selling Stockholder would beneficially own in excess of 4.99% of the common stock as a result of the issuance of the Shares in the Second Closing, the Selling Stockholder shall instead receive the Second Warrant to purchase the number of Shares in excess of such beneficial ownership limitation.

the shares shall be issued in two tranches: 1,271,187 of the Shares shall be issued on August 12, November 1, 2024 (the "First Closing") upon satisfaction of customary closing conditions. and 1,780,149 of the Shares shall be issued to the Selling Stockholder on or before the date that is fourteen (14) calendar days after the date of the effectiveness of the registration statement registering the Shares and upon satisfaction of Additional Second Closing Conditions (as defined below) (the "Second Closing"). If the Selling Stockholder Abri would beneficially own in excess of 4.99% of the common stock as a result of the issuance of the shares, in the First Closing or the Second Closing, the Selling Stockholder Abri shall instead receive pre-funded common stock purchase warrants warrant to purchase the number of shares in excess of such beneficial ownership limitation in a particular closing.

The Company also granted the Investor Abri piggy-back registration

registration rights in the Securities Purchase Agreement.

The closing of the transaction took place on November

1, 2024 (the "Closing Date"). The Company issued to Abri 936,264 shares of common stock (the "Abri Shares") and a pre-funded common stock purchase warrant (the "Warrant") to purchase 399,498 shares of common stock (the "Warrant Shares").

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(a) change the nature of its business; or (b) sell, divest, or change the structure of any material assets other than in the ordinary course of business.

The Securities Purchase Agreement provided that

the Company shall have the right to terminate and cancel the Second Closing by giving written notice to the Selling Stockholder of such termination at any time during the thirty (30) calendar days after the date of the First Closing, for any reason and at no cost to the Company.

until the date that is one hundred twenty (120) calendar days after the date of the Securities Purchase Agreement, the Company shall not, directly or indirectly, without the Selling Stockholder's Abri's prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, or change the structure of any material assets other than in the ordinary course of business.

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Shares. Based on the number of outstanding shares of common stock of the Company as of August 19, 2024, the Second Warrant to be issued by the Company to the Selling Stockholder will be exercisable for up to 1,708,391 Shares.

Both Warrants are pre-funded warrants. The Warrants

and the Selling Stockholder Abri entered into a registration rights agreement (the "Registration Rights Agreement") pursuant to which the Company agreed to register the Shares under the Securities Act pursuant to a registration statement on Form S-1 S-3 (or other appropriate form). The Company had agreed to file the registration statement with the SEC within ten (10) business days from the date of the Securities Purchase Agreement, and to use its commercially reasonable efforts to have the registration statement declared effective by the SEC within sixty (60) calendar days from the date of the Securities Purchase Agreement.

The First Warrant is exercisable for up to 509,498 399,562 shares

of common stock. The Warrant is a pre-funded warrant. The Warrant has an exercise price of $0.0001 per share, is immediately exercisable upon issuance and will expire when exercised in full.

Under the terms of the Warrant, we may not affect

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 Abri (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%.

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

Subsequent Rights Offerings Adjustment.

Adjustment. If at any time the Company grants, issues or sells any Common Stock Equivalents (as defined in the Warrants) Warrant) 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 Abril will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder Abri could have acquired if the Holder Abri 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).

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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 Abri shall be entitled to participate in such Distribution to the same extent that the Selling Stockholder would have participated therein if the Selling Stockholder Abri 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.

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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 Abri shall have the right to receive, for each Share underlying the Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Selling Stockholder, Abri, 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.

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representations and warranties and agreements and obligations of the parties. The proceeds of this financing will be used for business development and general working capital purposes. The foregoing description of the Securities Purchase Agreement, 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 foregoing description of the Securities Purchase

Agreement, the Warrant, 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.

On November 1, 2024, we entered into an independent contractor agreement (the "Advisory Agreement") with Brown Stone Capital Ltd. ("Brown Stone"). Pursuant to the Advisory Agreement, Brown Stone agreed to serve as a consultant of the Company in connection with sourcing business expansion and marketing opportunities, and we agreed to issue and sell to Brown Stone 125,000 shares of common stock of the Company ("Brown Stone Shares") as a compensation for their services. We also agreed to register Brown Stone Shares with the SEC pursuant to the registration statement within 15 calendar days.

On November 1, 2024, the Company issued Brown

Stone Shares pursuant to the Advisory Agreement.

Stockholder Approval

1 unchanged paragraph

Capital Market and is subject to the listing rules of The Nasdaq Stock Market LLC. The issuance of the Abri Shares and Brown Stone Shares does not implicate the Nasdaq listing standards requiring prior stockholder approval in order to maintain our listing on Nasdaq.

1 unchanged paragraph

from the stockholders of the Company in order to enter into the Securities Purchase Agreement and the Advisory Agreement, and effectuate the transactions contemplated therein, including but not limited to any shareholder approval as contemplated by Nasdaq Rule 5635(e) since the maximum amount of common stock issuable under the Securities Purchase Agreement in each closing is limited to no more than and the Advisory Agreement does not exceed 19.99% of the issued and outstanding common stock of the Company as of respective closing dates. date of issuance.

Selling stockholder 15 changes

1 unchanged paragraph

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 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.

from time to time by the Selling Stockholder Stockholders 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 Stockholders as part of the Placement. We are registering the common stock pursuant to the provisions of the Registration Rights agreements Agreement and Advisory Agreement entered into with the Selling Stockholder Stockholders in order to permit such Selling Stockholder Stockholders to offer its shares for resale from time to time.

The table below presents information regarding

regarding the Selling Stockholder Stockholders 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 Stockholders as of August 19, November 8, 2024. As used in this prospectus, the term "Selling Stockholder" Stockholders" includes the Selling Stockholder name Stockholders names 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 Stockholders 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 Stockholders may offer under this prospectus. The Selling Stockholders may sell some, all or none of its shares offered by this prospectus. We do not know how long the Selling Stockholders will hold their shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholders regarding the sale of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d)

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 Stockholders have voting and investment power. The Warrants Warrant held by the Selling Stockholder or to be issued to the Selling Stockholder Abri contain a 4.99% beneficial ownership limitation, prohibiting exercise of the Warrants Warrant 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 Stockholders pursuant to this prospectus.

1 unchanged paragraph

Abri Advisors, Ltd. ("Abri") (1)

Brown Stone Capital Ltd. ("Brown Stone") (1) (4)

Represents less than 1%.

Jeffrey Tirman is the owner of the Selling Stockholder

and has sole voting and investment power over the shares. The address of the Selling Stockholder is Clarendon House, 2 Church Street, (2) Consists of the number of shares of common stock deemed to be beneficially owned by Brown Stone in light of the 4.99% beneficial ownership limitation in the Convertible Note and Warrants, based on 18,762,813 shares of common stock outstanding as of November 1, 2024.

Consists of (i) 936,264 Abri Shares; and (ii) 399,562 shares issuable upon exercise of the Warrant.

1 unchanged paragraph

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.

and has sole voting and investment power over the shares. The address of the Selling Stockholder is 9663 Santa Monica Blvd., No 1091, (2) (5) Consists of the number of shares of common stock deemed to be beneficially owned by 125,000 Brown Stone in light of the 4.99% beneficial ownership limitation in the Convertible Note and Warrants, based on 16,702,345 Shares of common stock outstanding as of August 19, 2024. issued pursuant to the Advisory Agreement.

Plan of distribution 24 changes

The Selling Stockholder, Stockholders, including any of their

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 Stockholders may use any one or more of the following methods when selling securities:

1 unchanged paragraph

settlements of short sales;

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;

privately negotiated transactions;

transactions through broker-dealers that agree with the Selling Stockholder Stockholders 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.

Broker-dealers engaged by the Selling Stockholder Stockholders

may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

1 unchanged paragraph

or interests therein, the Selling Stockholder Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholder Stockholders and any broker-dealers

or agents that are involved in selling the securities will be deemed to be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder has Stockholders have informed the Company that it does they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

1 unchanged paragraph

Because the Selling Stockholder may be

expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholder Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because each Selling Stockholders 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 Stockholders have 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. Stockholders.

1 unchanged paragraph

the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.

until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect, or (ii) the sale of all of the securities pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Pursuant to applicable rules and regulations under

under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholder Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholder Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Description of the securities 23 changes

4 unchanged paragraphs

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

As of November 8, 2024, there were 19,824,077

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 18,991,992 20,223,569 shares of common stock outstanding, assuming (i) the Second Closing Shares and the Second Warrant are issued to the Selling Stockholder, (ii) the Warrants held by the Selling Stockholder are Abri is exercised for shares of common stock, and (iii) (ii) 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 Warrants are exercised for shares of common stock, we would have less common stock outstanding after the Offering.

24 unchanged paragraphs

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.

On August 12, November 1, 2024, the Company issued a pre-funded

common stock purchase warrant exercisable for up to 399,562 shares of common stock (the "Warrant").

The Warrants have Warrant has an exercise price of $0.0001 per

share, is immediately exercisable upon issuance and will expire when exercised in full.

Under the terms of the Warrant, we may not affect

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 Abri (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%.

1 unchanged paragraph

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

1 unchanged paragraph

If at any time the Company grants, issues or sells any Common Stock Equivalents (as defined in the Warrants) Warrant) 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 Abril will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder Abri could have acquired if the Holder Abri 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).

1 unchanged paragraph

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 Abri shall be entitled to participate in such Distribution to the same extent that the Selling Stockholder would have participated therein if the Selling Stockholder Abri 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.

1 unchanged paragraph

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 Abri shall have the right to receive, for each Share underlying the Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Selling Stockholder, Abri, 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 August 19, November 8, 2024, there are eleven (11) outstanding

outstanding warrants covering 1,069,587 1,583,711 shares of common stock and sixteen (16) (17) outstanding options covering 3,742,910 3,792,910 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.

7 unchanged paragraphs

The control share statute prohibits an acquirer

of shares of an issuing corporation, under certain circumstances, from voting its shares of a corporation's stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation's disinterested stockholders.

The control share statute prohibits an acquirer of shares of an issuing corporation, under certain circumstances, from voting its shares of a corporation's stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation's disinterested stockholders. The statute specifies three thresholds: (a) one-fifth or more but less than one-third, (b) one-third but less than a majority, and (c) a majority or more, of the outstanding voting power. Generally, once a person acquires shares in excess of any of the thresholds, those shares and any additional shares acquired within 90 days thereof become "control shares" and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters' rights.

7 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.

18 unchanged paragraphs

Information we incorporate by reference 9 changes

9 unchanged paragraphs

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), July 19, 2024 (reporting date: July 17, 2024), August 13, 2024 , and August 16, 2024 ;

Our Current Reports on

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

19, 2024 (reporting date: July 16, 2024), July

19, 2024 (reporting date: July 17, 2024), August

13, 2024 , August 16,

2024 , August 22, 2024 , August 27, 2024 , September 20, 2024 , October 1, 2024 , October 4, 2024 , October 11, 2024 , October 24, 2024 , and November 7, 2024 ;

4 unchanged paragraphs

by reference into this prospectus through us or from the SEC through the SEC's website at www.sec.gov . We will provide, at no charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above which have been or may be incorporated by reference into this prospectus. Written or telephone requests should be directed to: La Rosa Holdings Corp., 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747, telephone number (321) 250-1799, Attention: Chief Financial Executive Officer.

3 unchanged paragraphs

UP TO 3,051,336 1,460,826 SHARES OF COMMON STOCK

2 unchanged paragraphs

Recent Sales of Unregistered Securities 27 changes

1 unchanged paragraph

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 issued 100,000 shares to Exchange Listing, LLC for post-offering services.

40 unchanged paragraphs

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. (File No. 323-275118) 333-275118) filed with the SEC on October 20, 2023.

On February 1, 2023, the Company granted 2,813

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. (File No. 323-275118) 333-275118) filed with the SEC on October 20, 2023.

On August 28, 2023, in accordance with the terms

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. (File No. 333-264372) declared effective by the SEC on October 4, 2023.

2 unchanged paragraphs

From March 2023 through May 2023, we exchanged, in

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. (File No. 333-264372) declared effective by the SEC on October 4, 2023, and remained 381,426 shares of common stock remained unregistered.

50 unchanged paragraphs

On August 19, 2024, the Company issued 230,202

unregistered shares of common stock to its legal counsel, Sichenzia Ross Ference Carmel LLP, in exchange for a part of amounts payable for services rendered to the Company.

On August 21, 2024, the Company issued 461,154

unregistered shares of common stock split evenly among the three selling members of Nona Title Agency LLC ("Nona Title"), a Florida limited liability company, in connection with the Company's acquisition of a 100% membership interest in Nona Title from the selling members pursuant to a purchase agreement, dated August 21, 2024, by and among the Company, Nona Title and the selling members.

On August 27, 2024, the Company issued 225,000

unregistered shares of common stock to a consultant as consideration for services rendered in connection with a consulting agreement, dated February 20, 2024.

On September 23, 2024, the Company issued 230,769

unregistered shares of common stock to a consultant for services rendered pursuant to the marketing services agreement, dated September 19, 2024.

On September 27, 2024, the Company issued to an

unaffiliated private investor a promissory note in the principal amount of $200,000, that we used for our general corporate purposes.

On October 3, 2024, the Company issued a Premium

Finance Agreement - Promissory Note to AFCO Credit Corporation in the principal amount of $109,500, that we used for our general corporate purposes.

On October 15, 2024, the Company issued 200,000

unregistered shares of common stock to a consulting firm for services rendered as part of a consulting agreement.

On November 1, 2024, the Company issued an accredited

investor (i) 936,264 unregistered shares of common stock, and (ii) a pre-funded warrant to purchase 399,562 shares of common stock for $0.0001 per share, pursuant to a securities purchase agreement, dated November 1, 2024, between the Company and the investor.

On November 1, 2024, the Company issued a consultant

125,000 unregistered shares of common stock as consulting compensation pursuant to that certain advisory agreement between the Company and such consultant dated November 1, 2024.

2 unchanged paragraphs

Exhibits 43 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).

Legal Opinion of Sichenzia Ross Ference Carmel LLP

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).

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 Current Report on 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 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).

Form of Global Amendment to the Notes, dated September 25, 2024 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of October 1, 2024).

Form of Promissory Note dated September 27, 2024 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the SEC as of October 1, 2024).

Form of Promissory Note, dated October 3, 2024 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of October 4, 2024).

Form of Warrant issued by the Company on November 1, 2024 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of November 7, 2024) 5.1* Legal Opinion of Sichenzia Ross Ference Carmel LLP 10.1# 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).

154 unchanged paragraphs

Membership Purchase Agreement, dated August 19, 2024, by and among La Rosa Holdings, Corp., BF Prime 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 August 22, 2024).

Leak-Out Agreement, dated August 19, 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 August 22, 2024).

Form of the Amendment No. 1 dated August 20, 2024 to the 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 NF 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 August 22, 2024).

Form of Membership Interest Purchase Agreement dated as of August 21, 2024 by and among La Rosa Holdings Corp., Nona Title Agency 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 August 22, 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 August 27, 2024).

Amendment No. 3 dated September 19, 2024 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 September 20, 2024).

Form of Director Agreement by and between Siamack Alavi and La Rosa Holdings Corp., dated October 4, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of October 4, 2024).

Standard Merchant Cash Advance Agreement, dated October 7, 2024, between the Company and Arin Funding LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of October 11, 2024).

Standard Merchant Cash Advance Agreement, dated October 7, 2024, between the Company and Cedar Advance LLC (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of October 11, 2024).

Form of Mediated Settlement Agreement by and among La Rosa Holdings Corp., Nona Legacy Powered by La Rosa Realty, Inc., Joseph La Rosa, and Norkis Fernandes dated October 18, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of October 24, 2024).

Form of Assignment of Capital Stock dated October 21, 2024 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of October 24, 2024).

Form of Stock Pledge Agreement by and between La Rosa Holdings Corp. and Norkis Fernandez, dated October 18, 2024 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC as of October 24, 2024) 10.170 Form of Securities Purchase Agreement by and between the Company and Abri Advisors, Ltd. dated November 1, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of November 7, 2024).

Form of Registration Rights Agreement by and between the Company and Abri Advisors, Ltd. dated November 1, 2024 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of October 24, 2024 incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC as of November 7, 2024).

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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 20 8 th day of August November 2024.

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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, attorney-in-fact and each of them, agent, 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 attorney-in-fact and agents, agent, or any of them, or their his substitutes, may lawfully do or cause to be done by virtue hereof.

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Founder, President, Chief Executive Officer, and

Executive Officer, and Director

Director (Principal Executive Officer)

Interim Chief Financial Officer

1 unchanged paragraph

/s/ Michael A. La Rosa