Stratum Holdings: securities offering

Cover page 110 changes

ea0225551-s1a1_larosa.htm

AMENDMENT NO. 1 TO FORM S-1

Commission on December 20, 2024.

ea0230891-s1_larosa.htm

REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 14, 2025.

Registration Statement No. 333-283102 333-[*]

4 unchanged paragraphs

(Commission File Number)

Celebration, Florida 34747

( Address, including zip code, and telephone

La Rosa Holdings Corp.

1420 Celebration Blvd., 2 nd Floor

Celebration, Florida 34747

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Ross D. Carmel, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Ave of the Americas, 31 st Floor

New York, New York 10036

Approximate date of commencement of proposed

From time to time after this Registration Statement

If any of the securities being registered on this

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

If this form is filed to register additional securities

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

If this form is a post-effective amendment filed

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

If this form is a post-effective amendment filed

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

Indicate by check mark whether the registrant

is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

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

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

Large accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration

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

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

The information contained

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

PRELIMINARY PROSPECTUS

(Exact name of Registrant as specified in its charter)

(State or other jurisdiction

1420 Celebration Blvd., 2 nd Floor

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

Chief Executive Officer and President

1 unchanged paragraph

UP TO 1,460,826 SHARES OF COMMON STOCK

Celebration Blvd., 2 nd Floor

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

Ross Ference Carmel LLP

Ave of the Americas, 31 st Floor

York, New York 10036

date of commencement of proposed sale to the public:

time to time after this Registration Statement becomes effective.

any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the

Securities Act of 1933, check the following box. ☒

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

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

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the

Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

TO 125,000,000 SHARES OF COMMON STOCK

1 unchanged paragraph

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

1, 2024 in a private placement transaction (the "Placement") pursuant to a securities purchase agreement dated November 1,

2024 (the "Securities Purchase Agreement"), by and between the Company and Abri, (ii) up to 399,562 shares (the "Warrant

Shares") issuable upon exercise of a pre-funded warrant (the "Warrant") issued to 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."

For a more complete discussion of the terms and

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

We are not selling any securities under this Prospectus

Each Selling Stockholder may be deemed an "underwriter"

We will pay the expenses incurred in registering

Our principal executive offices are located at 1420

3 unchanged paragraphs

4 unchanged paragraphs

and 30 more changes in the filing

About this prospectus 10 changes

This prospectus describes the general manner in

which the Selling Stockholders may offer from time to time up to 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 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.

If necessary, the specific manner in which

Neither the delivery of this prospectus nor any

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

Unless the context indicates otherwise, the terms

prospectus describes the general manner in which the Selling Stockholder may offer from time to time up to 125,000,000 shares of common stock. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus or amendment thereto, and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Stockholder has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the common stock offered by this prospectus, any prospectus or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission ("SEC"), is accurate as of any date other than the date on the front cover of the applicable document.

necessary, the specific manner in which 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.

the delivery of this prospectus nor any distribution of common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such a date.

the context indicates otherwise, the terms "La Rosa Holdings," "Company," "we," "us" and "our" refer to La Rosa Holdings Corp., a Nevada corporation, and its subsidiaries.

Forward-looking statements 11 changes

This prospectus, the documents incorporated by

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

We have included more detailed descriptions of

INDUSTRY AND MARKET DATA

This prospectus includes industry data and forecasts

Such data involve risks and uncertainties and is subject to change based on various factors, including those discussed under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements."

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

have included more detailed descriptions of these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual results to differ materially from any forward-looking statement in the " Risk Factors " sections of this prospectus and the documents incorporated by reference herein including, but not limited to, the risk factors incorporated by reference from our filings with the SEC. We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved.

We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors not to place significant reliance on forward-looking statements; such statements need to be evaluated in light of all the information contained and incorporated by reference in this prospectus. Furthermore, the statements speak only as of the date of each document, and we undertake no obligation to update or revise these statements.

prospectus includes industry data and forecasts that we obtained from industry publications and surveys, as well as public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market position and market estimates are based on third-party forecasts, management's estimates and assumptions about our markets and our internal research. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we cannot assure you of the accuracy or completeness of such information contained in this prospectus.

Statements as to our ranking, market position and market estimates are based on third-party forecasts, management's estimates and assumptions about our markets and our internal research. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we cannot assure you of the accuracy or completeness of such information contained in this prospectus. Such data involve risks and uncertainties and is subject to change based on various factors, including those discussed under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements."

Prospectus summary 135 changes

This summary highlights selected information

Some of the statements in this prospectus are forward-looking statements. See the section titled "Cautionary Note Regarding Forward-Looking Statements."

In this prospectus, "La Rosa Holdings,"

We are the holding company for six agent-centric,

In addition to providing person-to-person residential

We have built our business by providing the home

Our agent-centric commission model enables our

Moreover, we believe that our proprietary technology,

Disruptions related to the COVID-19 pandemic resulted

On October 12, 2023, we consummated our

It is management's intention to acquire

We provide our agents and employees with cloud-based

In February 2023, we launched our proprietary

Effective email campaigns;

Detailed business plans;

Innovative video scripts; and

Our proprietary technology and third-party services

Internally, we use our technology to provide our

While our offices and our franchisor's offices

In October 2024, the Company launched My Agent

In November 2023, the Company entered into a strategic

At the end of 2023, the Company entered into

In March 2024, the Company officially launched

In June 2024, the Company recruited a high-performing

Our primary market is in the United States.

Our financial results are driven by the total

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 2,647 agents as of September 30, 2024.

The majority of our revenue is derived from a

The real estate brokerage business is highly competitive.

We also face competition from internet-based real

In the property management arena, we compete against

Our real estate coaching business competes against

Many of our existing and potential competitors

Our Corporate History

La Rosa Holdings Corp. was incorporated in the

On October 12, 2023, we consummated our initial

We are a "controlled company"

Our principal corporate office is located at 1420

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

Implications of Being an Emerging Growth Company

and a Smaller Reporting Company

We qualify as an "emerging growth company"

In addition, an emerging growth company can take

We have elected to take advantage of certain of

We also qualify as a "smaller

We are and will continue, following this offering,

Upon the completion of this offering and assuming

exercise of the Warrants by Abri, Mr. La Rosa will control 63.2% of total voting power of our Company.

For so long as we are a controlled company under

As a result, you will not have the same protection

Although we do not intend to rely on the "controlled

summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our securities. You should carefully read the entire prospectus, including the risks associated with an investment in our company discussed in the "Risk Factors" section of this prospectus, before making an investment decision. Some of the statements in this prospectus are forward-looking statements. See the section titled "Cautionary Note Regarding Forward-Looking Statements."

this prospectus, "La Rosa Holdings," "Company," "we," "us," "our," and similar references refer to La Rosa Holdings Corp. and its subsidiaries.

are the holding company for six agent-centric, technology-integrated, cloud-based, multi-service real estate segments. Our primary business, La Rosa Realty, LLC, has been listed in the "Top 75 Residential Real Estate Firms in the United States" from 2016 through 2020 by the National Association of Realtors, the leading real estate industry trade association in the United States.

addition to providing person-to-person residential 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 24 26 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, North Carolina, Georgia, and Puerto Rico. We have 8 6 La Rosa Realty franchised real estate brokerage offices and branches and 3 affiliated real estate brokerage offices that pay us fees in three states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with 2,647 2,581 licensed real estate brokers and sales associates as of September 30, December 31, 2024. Additionally, we have a full-service escrow settlement and title company in Florida.

have built our business by providing the home buying public with well trained, knowledgeable realtors who have access to our proprietary and third-party in-house technology tools and quality education and training, and valuable marketing that attracts some of the best local realtors who provide value-added services to our home buyers and sellers that are attracted to our brands. We give our real estate brokers and sales agents who are seeking financial independence a turnkey solution and support them in growing their brokerages while they fund their own businesses. This enables us to maintain a low fixed-cost business with several recurring revenue streams, yielding relatively high margins and cash flow.

agent-centric commission model enables our sales agents to obtain higher net commissions than they would otherwise receive from many of our competitors in our local markets. We believe that agents who join our Company from the major real estate brokerage firms have increased their income by an average of approximately forty percent (40%). They can then use this additional income to reinvest in their businesses or as take-home profit. This is a strong incentive for them to compete against the discount, flat fee and internet brokerages that have sprung up in the past several years. Instead of us taking a greater share of their income, our agents pay what we believe to be reduced rates for training and mentorship and our proprietary technology. Our franchise model has a similar pricing methodology, permitting the franchise owner the freedom to operate their business with minimal control and lower expense than other franchise offerings.

we believe that our proprietary technology, training, and the support that we provide to our agents at a minimal cost to them is one of the best offered in the industry.

related to the COVID-19 pandemic resulted in a downturn in our local residential real estate market in 2020. However, our local real estate market rebounded significantly in 2021 and continues to hold up notwithstanding significant increases in mortgage rates as the pandemic has caused what appears to be a large migration into our market areas from other states. Because nearly all of our sales agents, who are independent contractors, were working remotely before the pandemic struck, and because Florida did not mandate stay-at-home orders like many other states, the manner in which our business is was conducted during the pandemic has did not changed change significantly and has did not affected affect the productivity of our sales agents in 2021, in 2022, or in 2023. since the pandemic.

October 12, 2023, we consummated our 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: 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 Realty Premier, LLC, 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, La Rosa Realty Beaches, LLC, and Baxpi Holdings LLC. We have also acquired 100% ownership of Nona Title Agency LLC, a full service full-service escrow settlement and title company. In addition, in 2024 we formed La Rosa Realty NC LLC, a wholly owned subsidiary of the Company, and La Rosa Realty Texas, LLC, a majority owned subsidiary of the Company. In 2025, we formed LR Luxury LLC, our wholly owned subsidiary.

We intend to continue growing our business organically and by acquisition.

It is management's intention to acquire additional franchisees and other businesses in 2024 and 2025. For this reason, 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.

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.

provide our agents and employees with cloud-based real estate brokerage services by utilizing our consumer-facing websites, including our corporate website https://www.larosarealty.com and our proprietary technology that provides brokerage operations management tools.

When an agent is on-boarded, they are required to take our monthly Foundations Series which covers the use of our proprietary applications.

real estate brokerage services by utilizing our consumer-facing websites, including our corporate website https://www.larosarealty.com and our proprietary technology that provides brokerage operations management tools. When an agent is on-boarded, they are required to take our monthly Foundations Series which covers the use of our proprietary applications. Through our websites, we provide buyers, sellers, landlords, and tenants with access to all of the available properties for sale or lease on the multiple listing service ("MLS"), in each of the markets in which we operate. We provide each of our Company franchisees and their agents with their own personal website that they can modify to match their personal branding. Our website also gives consumers access to our network of professional real estate agents and vendors. Additionally, the websites we provide use Artificial Intelligence ("AI") integrated Client Relationship Management ("CRM") software to enhance the consumers' internet experience and assist our agents with lead generation and lead capture through the AI features. For example, our CRM software, which is integrated into our websites, uses AI to generate marketing leads for our agents by sending marketing materials to potential buyers and sellers automatically without any agent involvement. Our technology platform also provides unique automated blogging and comprehensive social media marketing campaigns for our agents to create top of mind public awareness of our brand.

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.

February 2023, we launched our proprietary technology system - JAEME, part of "My Agent Account." JAIME is a real estate AI assistant created to support and inspire our agents with personalized content to drive marketing, efficiency, and sales. This advanced technology can help agents to provide services to their clients in a more efficient way - even from their mobile devices. Through JAEME, La Rosa's agents can easily create:

Compelling property descriptions;

High-conversion newsletter campaigns.

proprietary technology and third-party services and platforms provide our agents and franchisees with commission management and accounting systems, an internal agent "intranet" application, customer relationship management applications, a transaction management solution, and automated marketing and social media applications and privacy and identity protections. The combination of our brands, proprietary technology, services, data, lead generation, and marketing tools gives our agents the power to offer best-in-class service to their clients.

we use our technology to provide our Company agents, employees and franchisees with the means to find and develop new business, manage their relationships both externally with their clients and internally with the Company or their franchisor, develop better skills and knowledge in their areas of endeavor and, we believe, enhance their earning potential. While no one can predict the ups and downs of the real estate market, we believe that the "weapons" we provide to our Company agents, employees and franchisees help them fight the adverse economic conditions, a volatile market and the competition.

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

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.

November 2024, the Company also announced a launch of My Agent Account version 4.0, an upgrade to its proprietary platform, including an advanced E-signature module.

December 2024, the Company announced that the Company will offer Bitcoin and other cryptocurrencies as a payment option for its network of agents.

Our Recent Strategic Partnerships

November 2023, the Company entered into a strategic referral partnership agreement with Janover Inc. (Nasdaq: JNVR) ("Janover"), that operates an AI-enabled B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch. Janover operates an Janover's online commercial loan marketplace that connects prospective borrowers and lenders for originating loans and will introduce the Company to clients that need commercial real estate brokers. The partnership is expected to provide our brokers with new tools to facilitate commercial loans, thereby generating a new revenue stream for our brokers and the Company.

the end of 2023, the Company entered into 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.

and 55 more changes in the filing

Summary of risk factors 41 changes

An investment in our common stock involves a high

up to 1,460,826 shares of common stock.

investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the " Risk Factors " section in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024, and in this prospectus.

Risks Related to Our Business and Operations

Our independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern."

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

Impairment of goodwill and intangible assets may adversely impact future results of operations.

We may not realize the expected benefits of our recent acquisitions because of integration difficulties and other challenges.

If we fail to raise additional capital, our ability to implement our business model and strategy could be compromised.

The residential real estate market is cyclical, and we can be negatively impacted by downturns in this market and by general economic conditions.

The lack of financing for homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms has had a material adverse effect on our financial performance and results of operations.

The housing market is currently in flux with higher mortgage interest rates and generally increasing home prices which makes it difficult to predict future market trends. Any decrease in home sales in the future will have an adverse effect on our financial performance and results of operations.

We may fail to execute our strategies to grow our business successfully, including increasing our agent count and expanding the number of our franchisees and agents, or we may fail to manage our growth effectively, which could have a material adverse effect on our brand, our financial performance, and our results of operations.

We might be unable to attract and retain additional qualified agents and other personnel.

Our financial results are affected directly by the operating results of franchisees and agents, over whom we do not have direct control.

We depend substantially on our Founder, Joseph La Rosa, and the loss of any our senior management or other key employees or the inability to hire additional qualified personnel could adversely affect our operations, our brand and our financial performance.

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

Mr. La Rosa will control all matters that come before the stockholders for a vote and thus we are a "controlled company" within the meaning of the Nasdaq listing requirements and, as a result, the Company will qualify for exemptions from certain corporate governance requirements. If we take advantage of such exemptions, you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

We are subject to certain risks related to litigation filed by or against us, and adverse results may harm our business and financial condition.

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

If we attempt to, or acquire other complementary businesses, we will face certain risks inherent with such activities.

Risks Associated with Our Capital Stock

We may not be able to maintain the listing of our common stock on Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.

The market price for our common stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and minimal profits, which could lead to wide fluctuations in our share price.

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

Our status as an "emerging growth company" under the JOBS Act may make it more difficult to raise capital as and when we need it.

If we continue to fail to maintain an effective system of disclosure controls and fail to maintain an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

If we fail to protect the privacy of employees, independent contractors, or consumers or personal information that they share with us, our reputation and business could be significantly harmed.

Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation and harm our business.

Anti-takeover provisions in our amended and restated articles of incorporation and bylaws, as well as provisions in Nevada law, might discourage, delay or prevent a change of control of our Company or changes in our management and, therefore, depress the trading price of our Securities.

Securities Offered by the Selling Stockholder

to 125,000,000 shares of common stock.

1 unchanged paragraph

4,042,593 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.

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

We will not receive any of the proceeds from the sale of the common stock registered hereunder. We will receive proceeds upon exercise of the Warrants, assuming they are not exercised on a "cashless" basis. To the extent the Incremental 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 Stockholders Stockholder of a significant amount of shares being registered in the registration statement, of which this prospectus forms a part, at any given time could cause the market price of our common stock to decline and to be highly volatile, and we do not have the right to control the timing and amount of any sales by the Selling Stockholders Stockholder of such shares. Prior to making an investment decision, you should carefully consider all of the information in this Prospectus and, in particular, you should evaluate the risk factors set forth under the caption "Risk Factors" beginning on page 11.

Trading Symbol on the Nasdaq Capital Market

on 20,203,306 32,273,532 shares of common stock outstanding as of December 18, 2024, which includes 936,264 Shares issued to Abri and 125,000 Shares issued to Brown Stone on November 1, 2024. February 12, 2025. Other than the shares of common stock underlying the Warrants, Notes, it excludes the following as of such date:

1,282,211 1,445,453 shares of our common stock issuable upon the exercise of warrants outstanding, at a weighted average exercise price of $2.01 $1.11 per share;

4,252,161 shares of our common stock issuable upon the exercise of stock options outstanding, at a weighted average exercise price of $1.73 $1.51 per share;

89,091 98,524 shares of our common stock issuable upon the vesting of restricted stock units; and ● 16,539,053 shares of our common stock reserved for future issuance under our Amended and Restated 2022 Equity Incentive Plan.

Risk factors 86 changes

The risks and uncertainties described therein

Our independent registered public accounting

Although our audited financial statements for

We plan on continuing to expand via acquisition,

We have a limited operating history with

We began operations in 2021. As a result of our

We may not realize the expected benefits

The success of our recent acquisitions will depend,

Our failure to maintain our compliance with

Our common stock is currently listed on the Nasdaq

If we violate Nasdaq's listing requirements,

On October 10, 2024, we received a letter from

Any delisting determination by Nasdaq could seriously

Furthermore, on December 18, 2024, the closing

Future issuances of our common stock or

Future issuances of our common stock or securities

Future issuances of debt securities, which

In the future, we may attempt to increase our

Concentration of ownership of our voting

Based on our common stock outstanding as of December

Mr. La Rosa may have interests different than

As a "controlled company" under

We are and, upon the completion of this offering,

We are authorized to issue "blank

Our articles of incorporation authorize us to

In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. There can be no assurance that we will not issue preferred stock in the future.

If our shares of common stock become subject

The SEC has adopted rules that regulate

We may need, but be unable, to obtain additional

We have relied upon cash from equity and debt

Additionally, obtaining future equity or debt

Risk Related to Missed Amortization Payment

on Outstanding Promissory Notes

We have previously missed amortization payments

on promissory 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 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.

Our common stock may be affected by limited

Our common stock has experienced, and is likely

The price of our common stock may be adversely

We cannot predict the size of future issuances

We currently do not intend to declare dividends

We currently do not expect to declare any dividends

risks and uncertainties described therein and below could materially adversely affect our business, operating results and financial condition, as well as cause the value of our securities to decline. You may lose all or part of your investment as a result. You should also refer to the other information contained in this prospectus, or incorporated by reference, including our financial statements and the notes to those statements, and the information set forth under the caption "Special Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-looking statements included in this prospectus are based on information available to us on the date hereof, and all forward-looking statements in documents incorporated by reference are based on information available to us as of the date of such documents. We disclaim any intent to update any forward-looking statements. The risks described below and contained in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in our other periodic reports are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-looking statements included in this prospectus are based on information available to us on the date hereof, and all forward-looking statements in documents incorporated by reference are based on information available to us as of the date of such documents. We disclaim any intent to update any forward-looking statements. The risks described below and contained in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in our other periodic reports are not the only ones that we face.

Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

Risks Related to Our Business

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

our audited financial statements for the years ended December 31, 2023 and 2022 were prepared under the assumption that we would continue our operations as a going concern, the report of our independent registered public accounting firm that accompanies our financial statements for the years ended December 31, 2023 and 2022, contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on that we have incurred recurring net losses, and our operations have not provided net positive cash flows.

plan on continuing to expand via acquisition, which we believe will us achieve future profitability, and we intend to raise capital from outside investors, as we have done in the past, to fund operating losses and to provide capital for further business acquisitions. However, there are no assurances that such financing will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through sales of our products, financings, or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.

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

began operations in 2021. As a result of our limited operating history, we have limited financial data that can be used to evaluate our current business, and such data may not be indicative of future performance. We have encountered, and expect to continue to encounter, risks and difficulties frequently experienced by growing companies, including challenges in financial forecasting accuracy, hiring of experienced personnel, hiring of technology employees, determining appropriate investments, developing new products and features, assessing legal and regulatory risks, among others. Any evaluation of our business and prospects should be considered in light of our limited operating history, and the risks and uncertainties inherent in investing in early-stage companies. In addition, recent settlements of litigation based on alleged violations of federal and state antitrust laws may have an adverse impact on our potential growth.

may not realize the expected benefits of our recent acquisitions because of integration difficulties and other challenges.

success of our recent acquisitions will depend, in part, on our ability to realize the anticipated revenue, cost-savings, tax, collaboration and other synergies from integrating our two recent acquisitions with our existing business. The integration process may be complex, costly, and time-consuming. We may not accomplish the integration smoothly, successfully, or within the anticipated costs or time frame. The diversion of the attention of management from our current operations to the integration effort and any difficulties encountered in combining operations could prevent us from realizing the full benefits anticipated to result from the share exchanges and could adversely affect our business. In addition, the integration efforts could divert the focus and resources of the management of the Company from other strategic opportunities and operational matters during the integration process.

The diversion of the attention of management from our current operations to the integration effort and any difficulties encountered in combining operations could prevent us from realizing the full benefits anticipated to result from the share exchanges and could adversely affect our business. In addition, the integration efforts could divert the focus and resources of the management of the Company from other strategic opportunities and operational matters during the integration process.

Risks Related to the Ownership of Our Common Stock

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

common stock is currently listed on the Nasdaq Capital Market on Nasdaq under the symbol "LRHC." Nasdaq requires listed issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders.

we violate Nasdaq's listing requirements, or if we fail to meet any of Nasdaq's listing standards, our common stock may be delisted. A delisting of our common stock from Nasdaq may materially impair our stockholders' ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your shares.

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.

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;

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.

on February 13, 2025, the closing price of our common stock was $0.68. $0.2184. 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.

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

issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our common stock. In all events, future issuances of our common stock would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur could adversely affect the market price of our common stock.

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

the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our securities.

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

18, 2024, on our common stock outstanding as of February 12, 2025, Mr. La Rosa had voting power of approximately 64.8% 55.4% 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.

La Rosa may have interests different than yours and may vote in a way with which you disagree and that may be adverse to your interests.

yours and may vote in a way with which you disagree and that may be adverse to your interests. In addition, Mr. La Rosa's concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock. In addition, he may want the Company to pursue strategies that deviate from the interests of other stockholders. Investors should consider that the interests of Mr. La Rosa may differ from their interests in material respects.

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

are and, upon the completion of this offering, will continue to be a "controlled company" as defined under the Nasdaq Listing Rule 5615(c)(1) and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Although we do not intend to rely on the "controlled company" exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the "controlled company" exemption, a majority of the members of our Board of Directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to stockholders of companies that are subject to all the Nasdaq Capital Market corporate governance requirements. Our status as a controlled company could cause our shares to be less attractive to certain investors or otherwise harm our trading price.

are authorized to issue "blank check" preferred stock without stockholder approval, which could adversely impact the rights of holders of our common stock.

articles of incorporation authorize us to issue up to 50,000,000 shares of "blank check" preferred stock, meaning our Board of Directors can designate the rights and preferences of classes or series of such preferred stock without stockholder approval. Any preferred stock that we issue in the future may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, which could dilute the value of common stock to current stockholders and could adversely affect the market price, if any, of our common stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. There can be no assurance that we will not issue preferred stock in the future.

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

SEC has adopted rules that regulate 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.

(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.

may need, but be unable, to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business.

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

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

and 6 more changes in the filing

Use of proceeds 6 changes

This Prospectus relates to shares of our common

We will receive proceeds upon exercise of the

Warrants, assuming they are not exercised on a "cashless" basis. The holder may exercise the Warrants by a "cashless" exercise if 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

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

a "cashless basis," will receive proceeds upon exercise of the Incremental Warrants. 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 13 changes

Our common stock is listed on the Nasdaq Capital

The last reported sale price for our common

stock on December 18, 2024, as reported by Nasdaq, was $0.68 per share.

As of December 18, 2024, we had 143 record holders

Transfer Agent and Registrar

Our transfer agent and registrar for our common

The Company has not declared or paid any cash

common stock is listed on the Nasdaq Capital Market under the symbol "LRHC." A description of our common stock is set forth under the heading "Description of Capital Stock," beginning on page 21 22 of this prospectus.

last reported sale price for our common stock on February 12, 2025, as reported by Nasdaq, was $0.259 per share.

of February 12, 2025, we had 139 record holders of our common stock issued and outstanding. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

transfer agent and registrar for our common stock is Vstock Transfer, LLC located at 18 Lafayette Place, Woodmere, NY 11598. Their telephone number is (212) 828-8436.

Company has not declared nor paid any cash dividends on its publicly traded common stock after the completion of our IPO in October 2023.

dividends on its publicly traded common stock after the completion of our 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 56 changes

Description of the Placement

1 unchanged paragraph

on November 7, 2024, on November 1, 2024, we entered into a securities purchase agreement (the "Securities Purchase Agreement") with Abri Advisors, Ltd., a Bermuda company ("Abri") pursuant to which we agreed to issue and sell to Abri, upon the terms and conditions set forth in the Securities Purchase Agreement, up to 1,335,826 shares of the Company's common stock, 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 $0.3743 per share. The Company also granted Abri piggy-back registration rights in the Securities Purchase Agreement.

Pursuant to the Securities Purchase Agreement,

the shares shall be issued on November 1, 2024 upon satisfaction of customary closing conditions. If Abri would beneficially own in excess of 4.99% of the common stock as a result of the issuance of the shares, Abri shall instead receive pre-funded common stock purchase warrant to purchase the number of shares in excess of such beneficial ownership limitation in a particular closing.

The Company also granted Abri piggy-back 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").

Pursuant to the Securities Purchase Agreement,

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 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.

In connection with the transaction, the Company

and 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-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 Warrant is exercisable for up to 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

the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of any Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by 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%.

Stock Dividend and Stock Split Adjustments .

The exercise price and number of shares of common stock issuable upon the exercise of the Warrant 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 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 Abril will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Abri could have acquired if 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).

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

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

The Securities Purchase Agreement contained customary

The foregoing description of the Securities Purchase

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

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 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.

The Company was not required to obtain any approval

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 and the Advisory Agreement does not exceed 19.99% of the issued and outstanding common stock of the Company as of respective date of issuance.

on February 5, 2025, on February 4, 2025 (the "Closing Date") we entered into a securities purchase agreement (the "SPA") with the Selling Stockholder pursuant to which we agreed to issue and sell to the Selling Stockholder, upon the terms and conditions set forth in the SPA: (i) a Senior Secured Convertible Note in the original principal amount of $5,500,000 which matures on the two-year anniversary of the Closing Date (the "Initial Note"); and (ii) sixteen (16) warrants ("Incremental Warrants"), each to purchase additional Notes in an original principal amount up to $2,500,000 at an exercise price of $2,256,250, in substantially the same form as the Initial Note ("Incremental Notes" and together with the Initial Note, the "Notes"). The Incremental Warrants and Initial Note were issued to the Seller Stockholder on the Closing Date. The purchase price paid by the Selling Stockholder under the SPA for the Initial Note and Incremental Warrants is $4,963,750, which has been or may be used by the Company to pay-off certain indebtedness, pay certain outstanding fees and expenses, acquisitions and general corporate purposes. The Company also granted the Selling Stockholder registration rights in the shares of common stock offered hereby under the Registration Rights Agreement (as defined below).

Pursuant to the terms of the SPA, the Company

is required, as promptly as practicable but prior to the sixtieth (60th) calendar day after the Closing Date, to obtain the prior written consent of the requisite shareholders (the "Stockholder Consent") to obtain the Stockholder Approval (as defined below) and inform the shareholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC an information statement with respect thereto. The Company has heretofore obtained the Stockholder Consent from the majority stockholders of the Company, which approves the following matters (collectively, the "Stockholder Approval"): (i) the issuance of the Initial Note, the Incremental Warrants, the Incremental Notes, and all Conversion Shares and Incremental Conversion Shares (as defined below) in excess of 19.99% of the Company's issued and outstanding common stock at a price less than the minimum price required by Nasdaq, in compliance with the rules and regulations thereof; (ii) authorization to complete a reverse split of the common stock; and (iii) authorization to increase the authorized common stock of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount (as defined in the SPA). The Stockholder Consent will not become effective until twenty (20) calendar days after such information statement is first mailed or otherwise delivered to holders of common stock as of the relevant record date.

SPA contained customary 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.

Initial Note and Incremental Notes mature on the second anniversary of the issuance date thereof.

Interest on the Notes commences accruing on the issuance date thereof at an annual rate of 12% per annum computed on the basis of a 360-day year and the actual number of days elapsed in each month and is payable in arrears for on the first trading day of each fiscal quarter with the first such date being April 1, 2025. Interest may be paid in certain limited conditions in shares of common stock and shall otherwise be payable in cash.

Subject to the Maximum Percentage (as defined

below) limitations, holders of outstanding Notes are entitled to convert any portion of the outstanding and unpaid Conversion Amount (as hereinafter defined) thereof into shares of common stock at the Conversion Rate (as hereinafter defined). For such purpose: (i) "Conversion Amount" means 100% of the sum of the portion of the principal of the Note to be converted, the accrued and unpaid interest thereon, certain specific accrued and unpaid Late Charges (as defined in the Notes), and any other unpaid amounts pursuant to the Transaction Documents (as defined in the Notes); (ii) "Conversion Rate" means the amount determined by dividing (x) such Conversion Amount by (y) the Conversion Price; and (iii) "Conversion Price", as of any date of determination and subject to adjustment as provided therein (if any): (A) with respect to the Initial Note, 115% of the Closing Sale Price (as defined in the Notes) of the common stock on the trading day prior to the Closing Date; and (B) with respect to any Incremental Note, the lower of (x) 115% of Closing Sale Price on the trading day prior to the relevant funding date of such Incremental Note and (y) the lowest Conversion Price in effect of any then outstanding Note or Incremental Note.

Subject to the Maximum Percentage limitations,

holders of the Notes may alternatively convert (each, an "Alternate Conversion") all or any part of the Conversion Amount thereof into shares of common stock at a conversion rate equal to the quotient of (x) 120% of the Conversion Amount divided by (y) the Alternate Conversion Price. For such purpose: (i) "Alternate Conversion Price" means that price which is the lower of (A) 95% of the lowest VWAP (as defined in the Notes) of the common stock during the seven (7) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, and (B) the Floor Price; and (ii) "Floor Price" means 20% of the Minimum Price (as defined in Nasdaq Rule 5653(d), as amended). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such seven trading day period.

to certain exceptions outlined in the Notes, including, but not limited to, equity issuances in connection with its equity incentive plan and certain strategic acquisitions, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any shares of common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock, at an effective price per share less than the Conversion Price of the Notes then in effect, the Conversion Price will be reduced to equal the effective price per share in such dilutive issuance. The Conversion Price is also subject to a downward adjustment if an Event of Default (as defined in the Notes) occurs. The Conversion Price may not be below the Floor Price.

holder of Notes shall not have the right to convert any portion of the Notes to the extent that, after giving effect to such conversion, the holder (together with its affiliates) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion (the "Maximum Percentage"). Such Maximum Percentage may be raised or lowered to any other percentage not in excess of 4.99%, at the option of the holder upon 61 days' prior written notice to the Company.

holders of outstanding Notes have the right to require, or the Company shall automatically be required, to redeem outstanding Notes in the event of certain specified Events of Default, a Change of Control, Asset Sale, and any Subsequent Placement (each as defined in the Notes). In addition, the Company may redeem in cash all or any portion of the outstanding Notes. Such redemptions are generally required to be made at a redemption prices of 120% in respect of such principal amount, plus all accrued and unpaid interest, if any, on such principal amount being redeemed.

Incremental Warrant is exercisable, at the option of the holder thereof, into Incremental Notes in an original principal amount up to $2,500,000, or up to $40,000,000 in the aggregate, for a period of seven years and six months from the Closing Date. The exercise of eight (8) of the sixteen (16) Incremental Warrants issued to the Selling Stockholder requires the prior written consent of the Company and Selling Stockholder.

The Company also entered into a registration rights

agreement with the Selling Stockholder (the "Registration Rights Agreement") with respect to the resale of the shares of common stock issuable upon conversion of the Initial Note (the "Conversion Shares") and Incremental Notes (the "Incremental Conversion Shares"). The Registration Rights Agreement requires that the Conversion Shares and Incremental Conversion Shares be registered by the Company under the Securities Act of 1933, as amended, by no later than the 90th calendar day after the Closing Date (or, if the relevant registration statement is subject to a full review by the SEC, 120th calendar day after the Closing Date).

the Closing Date, the Company and each of its subsidiaries (each, a "Grantor"), and the Selling Stockholder, for itself and as the collateral agent (the "Collateral Agent") for the benefit of the holders of Obligations (as defined in the Security Agreement), entered into a Security and Pledge Agreement (the "Security Agreement") with respect to the Notes. Pursuant to the Security Agreement, each Grantor granted to the Collateral Agent a first priority perfected security interest in such Grantor's right, title and interest in substantially all of their respective properties and assets, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the "Collateral"). The Collateral secures the payment and performance by the Company and each other Grantor of their respective Obligations.

the Closing Date, each subsidiary of the Company executed a guarantee agreement (the "Subsidiary Guaranty") whereby each such Grantor guaranteed to the Selling Stockholder the prompt and full payment and performance of the Obligations of the Company and each other Grantor.

to the SPA, on the Closing Date the Chief Executive Officer of the Company executed a voting agreement with the Company (the "Voting Agreement") pursuant to which the Chief Executive Officer of the Company has agreed to vote his shares of common stock in favor of stockholder resolutions providing the Stockholder Approval.

to the SPA, on the Closing Date the Chief Executive Officer of the Company and a certain institutional holder of common stock each entered into lock-up agreements (each, a "Lock-Up Agreement"), pursuant to which each signatory agreed, subject to certain customary exceptions, not to sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, shares common stock held by them for a specified period after the Closing Date.

foregoing descriptions of the SPA, Notes, Incremental Warrants, the Security Agreement, the Warrant, Lock-Up Agreements, the Voting Agreement, the Subsidiary Guaranty, 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.

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 Shares implicate certain of the Nasdaq listing standards requiring prior stockholder approval in order to maintain our listing on Nasdaq. On February 4, 2025, 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 SPA and the transactions contemplated thereunder, including the issuance of the Notes and Incremental Warrants, (ii) the issuance of shares of common stock issuable upon the full conversion of the Notes. The Company is planning to file a preliminary and definitive information statements on Schedule 14C with the SEC and mail such definitive information statement to the stockholders of records as of the close of business on February 4, 2025 notifying the stockholders of such written consent in lieu of having a stockholders' meeting before the effectiveness of the registration statement of which this prospectus forms a part.

Selling stockholder 18 changes

This prospectus relates to the possible resale

prospectus relates to the possible resale from time to time by the Selling Stockholders Stockholder named in the table below of any or all of the common stock that has been or may be issued by us to the Selling Stockholders Stockholder as part of the Placement. We are registering the common stock pursuant to the provisions of the Registration Rights Agreement and Advisory Agreement entered into with the Selling Stockholders Stockholder in order to permit such Selling Stockholders Stockholder to offer its shares for resale from time to time.

1 unchanged paragraph

the Selling 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 Stockholders as of December 18, 2024. As used in this prospectus, the term "Selling Stockholders" includes the Selling 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 Stockholders as a gift, pledge, or other non-sale related transfer.

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 February 12, 2025. 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 Stockholders Stockholder may offer under this prospectus. The Selling Stockholders Stockholder may sell some, all or none of its shares offered by this prospectus. We do not know how long the Selling Stockholders Stockholder will hold their its shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholders Stockholder 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 Stockholders have Stockholder has voting and investment power. The Warrant Notes held by Abri the Selling Stockholder contain a 4.99% beneficial ownership limitation, prohibiting exercise conversion of the Warrant for a Convertible Note into 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 second column reflects that beneficial ownership limitation. The second third 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 and fifth columns assume the sale of all of the shares offered by the Selling Stockholders Stockholder pursuant to this prospectus.

1 unchanged paragraph

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

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

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, (5) Consists of 125,000 Brown Stone Shares issued pursuant to the Advisory Agreement.

JAK OPPORTUNITIES XI LLC (1)

Propper and Antonio Ruiz-Gimenez, each a managing member of ATW Partners Opportunities Fund II GP LLC, as the general partner of JAK Opportunities XI LLC, has voting and investment power over the securities held by the Selling Stockholder, and each disclaim any beneficial ownership of the Company's securities reported herein. The address of the Selling Stockholder is 1 Penn Plaza, Suite 4810, New York, NY 10119. Mr. Propper is also the executive Chairman and substantial owner of Chardan Capital Markets, LLC, a broker-dealer. The Selling Stockholder purchased the securities included in this Offering in the ordinary course of business, and at the time of the purchase of such securities, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute such securities.

of the number of shares of common stock deemed to be beneficially owned by the Selling Stockholder after applying the Maximum Percentage, based on 32,273,532 shares of common stock outstanding as of February 12, 2025.

of 88,059,094 Conversion Shares and 36,940,906 Incremental Conversion Shares.

Plan of distribution 17 changes

The Selling Stockholders, including any of their

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

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

8 unchanged paragraphs

Broker-dealers engaged by the Selling Stockholders

In connection with the sale of the securities

and 12 more changes in the filing

Description of the securities 101 changes

and 101 more changes in the filing

Experts 2 changes

and 2 more changes in the filing

Legal matters 2 changes

and 2 more changes in the filing

Where you can find more information 5 changes

and 5 more changes in the filing

Information we incorporate by reference 117 changes

7 unchanged paragraphs

and 117 more changes in the filing

Exhibits 204 changes

3 unchanged paragraphs

2 unchanged paragraphs

and 204 more changes in the filing