La Rosa Holdings: securities offering (amended)

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REGISTRATION STATEMENT

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AMENDMENT NO. 1 TO FORM S-1

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

Commission on June 3, 2025.

Registration Statement No. 333-[*] 333-284962

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TO 125,000,000 SHARES OF COMMON STOCK

This prospectus (this "Prospectus")

Holdings Corp., a Nevada corporation (the "Company").

36,940,906 shares ("Incremental Shares", and together with the Conversion Shares, the "Shares") issuable upon exercise of the senior secured convertible notes ("Incremental Notes", and together with the Initial Note, the "Notes")

issuable upon exercise of sixteen (16) warrants (the "Incremental Warrants") issued to the Selling Stockholder in the Placement.

Stockholder may sell the shares of common stock described in this Prospectus in a number of different ways and at varying prices. See

are a "controlled company" as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La

Rosa, as of February 12, 2025, controls 55.4% of the total voting power of our common stock based on his ownership of common stock and the 20,000,000 votes provided by his Series X Super Voting Preferred Stock, $0.0001 par value per share, (the

"Series X Preferred Stock") that votes with the common stock, with respect to director elections and other matters. As a

"controlled company," as defined under the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from Nasdaq's corporate governance rules. We do not plan to rely on these exemptions, but we may elect to do so in the future. Please read " Prospectus Summary-Implications of Being a Controlled Company, " beginning on page

7 of this prospectus for more information.

UP TO 88,059,093 SHARES OF COMMON STOCK

prospectus (this "Prospectus") relates to the offer and sale from time to time by JAK OPPORTUNITIES XI LLC, a Delaware limited liability company (the "Selling

Stockholder") of up to 125,000,000 88,059,093 shares of common stock, par value $0.0001 per share (the "common stock"), of La Rosa Holdings Corp., a Nevada corporation (the "Company").

We are registering the resale of up to 125,000,000 88,059,093

shares of common stock consisting of (i) 88,059,094 ("Shares") ("Conversion Shares") of common stock issuable upon conversion of the senior secured convertible note (the "Initial Note") issued in a private placement transaction (the "Placement")

issued in a private placement transaction (the "Placement") completed on February 4, 2025, pursuant a Securities Purchase Agreement (the "SPA") with the Selling Stockholder, and (ii)

Agreement (the "SPA") with the Selling Stockholder.

For a more complete discussion of the terms

a more complete discussion of the terms and conditions of the Securities Purchase Agreement and Placement, see the discussion under the heading " Private Placement. " The resale of up to 125,000,000 shares of common stock by the Selling Stockholder pursuant to this Prospectus is referred to as the "Offering."

The resale of up to 88,059,093 shares of common stock by the Selling Stockholder pursuant to this Prospectus is referred to as the "Offering."

We are not selling any securities under this

are not selling any securities under this Prospectus and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder. We will, however, receive proceeds from the exercise of the sixteen (16) warrants (the "Incremental Warrants") issued to the Selling Stockholder in the Placement.

The Selling Stockholder may be deemed an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act. The Selling

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

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Our common stock is listed on the Nasdaq Capital

common stock is listed on the Nasdaq Capital Market under the symbol "LRHC." On February 12, June 2, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.259 $0.1259 per share.

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in our common stock involves a high degree of risk. See " Risk Factors " beginning on page 11 12 of this Prospectus.

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About this prospectus 2 changes

This prospectus describes the general manner

prospectus describes the general manner in which the Selling Stockholder may offer from time to time up to 125,000,000 88,059,093 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.

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Prospectus summary 114 changes

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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.

We are the holding company for six agent-centric,

technology-integrated, cloud-based, multi-service real estate segments.

Our business was founded by Mr. Joseph La

Rosa, a successful real estate developer, business and life coach, author, podcaster, and public speaker. Mr. La Rosa's self-help book "Do It Now" is a roadmap to personal success and well-being based on his transformative theories of family, passion and growth. His philosophy, seminars and educational forums have attracted numerous successful realtors that have spurred the growth of our business.

In addition to providing person-to-person

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 and title services. 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 26 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, North Carolina, Georgia, and Puerto Rico. We have 6 La Rosa Realty franchised real estate brokerage offices and branches and 3 affiliated real estate brokerage offices that pay us fees in three 7 states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with 2,581 2,909 licensed real estate brokers and sales associates as of December May 31, 2024. 2025. Additionally, we have a full-service escrow settlement and title company in Florida. In April 2025, we also formed a company, offering a commission advancement program exclusively for La Rosa agents.

We have built our business by providing the

have built our business by providing the home buying home-buying public with well trained, 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.

Our 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.

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. We believe that 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.

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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 was conducted during the pandemic did not change significantly and did not affect the productivity of our sales agents since the pandemic.

Our business stands on three pillars: Family,

Passion, and Growth. We believe that our support and philosophy have attracted and will continue to attract and retain the highest producing realtors in our local markets. We believe that our focus on the interaction between our human agents and their clients is a strong weapon against internet-only commodity websites and the low touch discount brokerages. Our agent count continues to grow organically and through acquisition, we attribute our organic growth to the positive culture created in our Company and the competitive plans that we offer our agents. By creating a custom solution and a unique experience, we believe that our agents are able to guide their clients seamlessly through what may be their most expensive lifetime purchase.

On October 12, 2023, we consummated our

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 Orlando, LLC, La Rosa Realty Georgia, LLC, La Rosa Realty California, La Rosa Realty Lakeland LLC (LLC DBA La Rosa Realty Prestige) 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.), 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 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 and LR Agent Advance, LLC, our wholly owned subsidiary. subsidiaries.

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

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.

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.

It is management's intention to acquire

additional franchisees and other businesses through the remainder of 2025. We continuously search for potential acquisition targets.

Management is in discussions with several franchisees and other entities; 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.

Nasdaq Notice Regarding Minimum Bid

On October 10, 2024, we received a letter

from the Nasdaq Listing Qualifications Department notifying us that, for the 30 consecutive business day period between August 28, 2024 through October 9, 2024, our common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until April 8, 2025 (the "Compliance Period"), to regain compliance with the Bid Price Rule. In order to regain compliance with the Bid Price Rule, our common stock was required to maintain a minimum closing bid price of $1.00 for a minimum of ten consecutive business days during the Compliance Period prior to April 9, 2025.

As of April 8, 2025, the common stock has

not regained compliance with the Bid Price Rule. However, in a letter dated April 9, 2025 (the "Second Nasdaq Bid Price Letter"), Nasdaq notified the Company that Nasdaq's Staff has determined that the Company is eligible for an additional 180 calendar day period, or until October 6, 2025, to regain compliance (the "Second Compliance Period"). As of the date of this report our common stock has not regained compliance with the Bid Price Rule. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the end of the Second Compliance Period in order to timely regain compliance.

If we fail to regain compliance with the Bid Price Rule within the Second Compliance Period, or if we fail to continue to meet all applicable continued listing requirements for Nasdaq in the future, Nasdaq could delist our securities.

The Second Nasdaq Bid Price Letter has no

immediate effect on the listing or trading of the common stock. Our common stock continues to be listed on the Nasdaq Capital Market under the symbol "LRHC". We are currently evaluating our options for regaining compliance.

Amendment to CEO Employment Agreement

On February 3, 2025, on the approval of the

Compensation Committee of the Board of Directors (the "Compensation Committee") of the Company amended the employment agreement between the Company and Joseph La Rosa, the Company's Chief Executive Officer. The amendment provided Mr. La Rosa with a right to receive certain annual equity awards and milestone equity awards not only in the form of stock options but also in the form of restricted stock units and amended Section 4.3(b) to include subsection (vii), according to which for every $1,000,000 raised by the Company through financing, Mr. La Rosa shall be granted an equity award equal to 2% of the outstanding shares of common stock of the Company.

February 2025 Financing

On February 4, 2025 (the "Closing Date"),

we entered into a securities purchase agreement (the "SPA") with an institutional investor ("2025 Investor") pursuant to which we agreed to issue and sell to 2025 Investor, 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 2025 Investor on the Closing Date. The purchase price paid by 2025 Investor under the SPA for the Initial Note and Incremental Warrants was $4,963,750, which was used by the Company to pay-off certain indebtedness, pay certain outstanding fees and expenses, acquisitions and general corporate purposes. The Company also granted 2025 Investor registration rights in the shares of common stock issuable pursuant to the SPA and conversion of the Notes. The Company Group also entered into a security agreement with 2025 Investor pursuant to which the Company Group granted the 2025 Investor a security interest in certain property of the Company Group to secure the Company's obligations under the Notes.

The Company also agreed to obtain shareholder approval for the issuance of more than 19.99% of the issued and outstanding common stock in this financing.

On February 4, 2025, as required by the SPA,

Joseph La Rosa, as the majority stockholder of the Company, approved (i) the issuance of the Initial Note, the Incremental Warrants and Incremental Notes, all Interest Shares and all of the Conversion Shares and Incremental Conversion Shares in excess of 19.99% (without regard to any limitation on conversion or exercise thereof) of the Company's issued and outstanding common stock at a price less than the minimum price required by the Nasdaq in accordance with Nasdaq Listing Rules 5635(b) and 5635(d); (ii) authorization to complete a reverse split of our common stock; and (iii) authorization to increase the number of authorized shares of our common stock to ensure that the Company has a sufficient number of authorized shares reserved for issuance to equal at least 200% of the maximum number of shares issuable upon conversion of the Notes, as determined under the Securities Purchase Agreement. Such approval was effective on March 27, 2025, or 20 days after the commencement of mailing of the definitive information statement regarding this approval to the stockholders of the Company.

Third Amended Agent Plan

On February 4, 2025, the Compensation Committee,

our Board of Directors, and the majority stockholders approved the Third Amended and Restated La Rosa Holdings 2022 Agent Incentive Plan ("Third Amended Agent Plan"), which became effective on March 28, 2025.

The Third Amended Agent Plan revised the vesting

terms of the grants under Agent Equity Program and added new terms allowing the participants to authorize the Company to set aside 5% of their agent net commissions on transactions in their name to purchase shares of the common stock at a 20% discount from the prior 30 day volume weighted average closing price of the common stock on Nasdaq.

Certain Future Corporate Actions

On February 4, 2025, our Board of Directors,

and the majority stockholders approved the amendment (the "Reverse Stock Split Amendment") to the Amended and Restated Articles of Incorporation of the Company to provide for a reverse stock split (the "Reverse Stock Split") of the common stock of the Company at a ratio ranging from one for two (1:2) to one for one hundred (1:100) (the "Split Ratio Range"), the final determination of which shall be made by the Board of Directors, and the authorization to the Board of Directors to effect the Reverse Stock Split at their discretion. As of the date hereof, the Reverse Stock Split was not effected by the Company.

On February 4, 2025, our Board of Directors,

and the majority stockholders approved the Certificate of Amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of the Company's authorized shares of common stock to two billion (2,000,000,000) shares of common stock, and to restate Sections 3.01 and 3.02 thereof to reflect such increase. Such increase became effective on June 2, 2025.

Change in Controlled Company Status

As of December 31, 2024, the Company qualified

as a "controlled company" because more than 50% of the voting power for the election of directors was held by Joseph La Rosa, our Chief Executive Officer and Chairman. As a result of certain sales under the Company's previously announced at-the-market offering, starting April 16, 2025 Mr. La Rosa no longer holds more than 50% of the voting power for the election of directors. As a result, the Company is no longer considered a "controlled company" for the purposes of the listing requirements of the Nasdaq Capital Market. Since the Company did not avail itself of certain of the controlled company exemptions afforded by Nasdaq to controlled companies, such change in the Company's status did not result in any corporate governance changes for the Company.

Stock Repurchase Program

On April 23, 2025, the Company's Board

of Directors has approved a new Share Repurchase Program, which authorizes the Company to purchase up to an aggregate of $500,000 of the Company's outstanding shares of common stock in the open market in accordance with all applicable securities laws and regulations.

Repurchases under this program may be made at management's discretion at the time and in the amounts determined by the Chief Executive Officer and Chief Operating Officer of the Company. The Share Repurchase Program has an expiration date of December 31, 2025.

On April 29, 2025, the Company was notified

by Marcum LLP ("Marcum") that Marcum resigned as the Company's independent registered accounting firm effective immediately.

On April 29, 2025, the Company, with the approval of the Audit Committee (the "Committee") of the Board of Directors of the Company, accepted resignation of Marcum as the Company's independent registered public accounting firm effective immediately. On November 1, 2024, CBIZ CPAs P.C. ("CBIZ CPAs") acquired the attest business of Marcum. On April 29, 2025, the Company, with the approval of the Committee, engaged CBIZ CPAs to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 to be effective immediately.

Nasdaq Notice Regarding Minimum Bid

On May 30, 2025, the Company received a letter from Nasdaq indicating that, because the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the period ended March 31, 2025 was $(83,377,044), the Company is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing.

Nasdaq's letter provides the Company

with 45 calendar days, or until July 14, 2025, to submit a plan to regain compliance. If the plan is accepted, the Company can be granted up to 180 calendar days from May 30, 2025 (or until November 26, 2025), to evidence compliance. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders' equity requirement.

We provide our agents and employees with cloud-based

real estate brokerage services by utilizing our consumer-facing websites, including our corporate website 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.

In October 2023, we launched our proprietary

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:

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newsletter campaigns; and

lead generation ideas.

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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's online commercial loan marketplace 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.

March 2024, the Company officially launched Final Offer. Final Offer is available to real estate brokers on the Company's platform in key markets across Florida, California and Georgia, with plans to expand the offering across the organization.

June 2024, the Company recruited a high-performing group of team leaders in Florida, who closed over 425 transactions and achieved sales exceeding $100 million in the past 12 months.

Competition and Strengths

Our primary market is in the United States.

primary market is in the United States. As of February 12, June 3, 2025, we have 26 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, Georgia, North Carolina and Puerto Rico. We have 6 La Rosa Realty franchised real estate brokerage offices and branches and three 3 affiliated real estate brokerage offices that pay us fees in two states in the United States and Puerto Rico. Additionally, we have a full-service escrow settlement and title company in Florida. In April 2025, we also formed LR Agent Advance, LLC in Florida, offering a commission advancement program exclusively for La Rosa agents.

Our financial results are driven by the total

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and 34 more changes in the filing

Summary of risk factors 21 changes

An investment in our common stock involves

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, 15, 2025, and in this prospectus.

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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. and as our business matures.

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may fail to successfully 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.

might not be unable able to attract and retain additional qualified agents and other personnel.

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We are dependent upon the truthfulness of our franchisees

to provide accurate reports to us.

depend substantially on our Founder, Joseph La Rosa, and our Chief Operating Officer, Deana 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.

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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.

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may not be able failure to maintain the listing of our compliance with Nasdaq's continued standards or other requirements could result in our common stock on being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.

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We may have violated Section 13(k) of the Exchange Act

(implementing Section 402 of the Sarbanes-Oxley Act of 2002) and may be subject to sanctions as a result.

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to 125,000,000 shares of common stock.

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shares, assuming (i) full conversion of the Incremental Warrants held Initial Note by the Selling Stockholder are exercised for Incremental Notes, (ii) the Notes issued or issuable to the Selling Stockholder are converted into common stock, and (iii) no other shares of common stock are issued by us. If the Selling Stockholder does not fully exercise the Incremental Warrants of does not fully convert the Notes, Initial Note, 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 Incremental Warrants. We intend to use such proceeds for general corporate purposes and working capital requirements and other purposes that the Board of Directors deems to be in the best interests of the Company.

An investment in our common stock involves a high degree of risk and could result in a loss of your entire investment. Further, the issuance to, or sale by, the Selling Stockholder of a significant amount of shares being registered in the registration statement, of which this prospectus forms a part, at any given time could cause the market price of our common stock to decline and to be highly volatile, and we do not have the right to control the timing and amount of any sales by the Selling Stockholder of such shares. Prior to making an investment decision, you should carefully consider all of the information in this Prospectus and, in particular, you should evaluate the risk factors set forth under the caption "Risk Factors" beginning on page 11. 12.

Trading Symbol on the Nasdaq Capital Market

on 32,273,532 58,285,266 shares of common stock outstanding as of February 12, May 29, 2025. Other than the shares of common stock underlying the Notes, Initial Note, it excludes the following as of such date:

1,445,453 shares of our common stock issuable upon the exercise of warrants outstanding, at a weighted average exercise price of $1.11 $0.58 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 $1.51 $1.49 per share;

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 32 changes

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Although our audited financial statements

our audited financial statements for the years ended December 31, 2023 2024 and 2022 2023 were prepared under the assumption that we would continue our operations as a going concern, the report reports of our independent registered public accounting firm that accompanies our financial statements for the years ended December 31, 2023 2024 and 2022, 2023, 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. This going concern risk may materially limit our ability to raise additional funds through the issuance of new debt or equity or may adversely affect the terms upon which such capital may be available. The inability to obtain sufficient financing on acceptable terms could have a material adverse effect on the Company's financial condition, results of operations, and business prospects.

The Company has incurred recurring net losses,

including a net loss of $14,349,996 for the year ended December 31, 2024, compared to $7,823,763 for the year ended December 31, 2023 and the Company's operations have not provided net positive cash flows in the year ended December 31, 2024. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate positive cash flows from operations and to secure additional sources of equity and/or debt financing. Despite the Company's intent to fund operations through equity and debt financing arrangements, there is no assurance that such financing will be available on terms acceptable to the Company, if at all.

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The success of our recent

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 difficulties of integrating the operations could include, among others:

to implement our business plan for the combined business;

issues in integrating logistics, information, communications, and other systems;

changes in applicable laws and regulations;

impacts on our internal control over financial reporting accounting; and unanticipated issues, expenses, or liabilities that could impact, among other things, our ability to realize any expected synergies on a timely basis, or at all.

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.

1 unchanged paragraph

We are currently listed on The Nasdaq

Capital Market. Our failure to maintain our compliance with Nasdaq's continued listing standards or other requirements could result in our common stock being delisted 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.

2 unchanged paragraphs

On October 10, 2024, we received a letter

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 Pursuant to Nasdaq has granted us Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until April 8, 2025, to regain compliance with the Bid Price Rule. there can be no assurance On April 9, 2025, Nasdaq notified the Company that Nasdaq's Staff has determined that the Company is eligible for an additional 180 calendar day period, or until October 6, 2025, to regain compliance. If we will fail to regain such compliance and with the Bid Price Rule until October 6, 2025, or if we fail to continue to meet all applicable continued listing requirements for Nasdaq in the future, Nasdaq could make a determination to delist our common stock. securities.

Although Nasdaq has granted us additional 180 calendar days, to regain compliance with the Bid Price Rule, there can be no assurance that we will regain such compliance, or that we will maintain compliance with all applicable continued listing requirement for Nasdaq in the future, and Nasdaq could make a determination to delist our common stock.

In addition, on May 30, 2025, the Company

received a letter from Nasdaq indicating that, because the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the period ended March 31, 2025 was $(83,377,044), the Company is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. Nasdaq's letter provides the Company with 45 calendar days, or until July 14, 2025, to submit a plan to regain compliance.

If the plan is accepted, the Company can be granted up to 180 calendar days from May 30, 2025 (or until November 26, 2025), to evidence compliance. There can be no assurance that the Company will be able to regain or maintain compliance with all applicable continued listing requirements or that its plan will be accepted by the Nasdaq.

2 unchanged paragraphs

Furthermore, on June 2, 2025, the closing

on February 13, 2025, the closing price of our common stock was $0.2184. $0.1259. 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.

5 unchanged paragraphs

Based on our common stock outstanding as of

on our common stock outstanding as of February 12, May 29, 2025, Mr. La Rosa had voting power of approximately 55.4% 41.2% of our outstanding voting stock. As a result, Mr. La Rosa, our President and Chief Executive Officer, Chairman of the Board of Directors, and majority stockholder, controls all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

2 unchanged paragraphs

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.

3 unchanged paragraphs

(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.

The SEC has adopted rules that regulate broker-dealer

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 per share, 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;

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.

9 unchanged paragraphs

Market price of our common stock and related stockholder matters 5 changes

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 22 23 of this prospectus.

The last reported sale price for our common

last reported sale price for our common stock on February 12, June 2, 2025, as reported by Nasdaq, was $0.259 $0.1259 per share.

As of May 29, 2025, we had 223 record holders

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.

3 unchanged paragraphs

Private placement 6 changes

17 unchanged paragraphs

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

SEC on May 28, 2025, on May 23, 2025, the Company and the Selling Stockholder entered into that certain waiver agreement (the "Waiver"), dated May 23, 2025, pursuant to which the Selling Stockholder waived a provision of the Registration Rights Agreement to register for resale the shares of common stock issuable upon conversion of the Incremental Notes, in the registration statement which this prospectus forms a part, and all related rights to receive any Registration Delay Payments (as defined in the Registration Rights Agreement). The Company agreed to file subsequent registration statements within thirty (30) calendar days following the issuance of any Incremental Notes pursuant to the exercise or call of an Incremental Warrant, registering for resale by the Selling Stockholder all shares issuable upon the conversion of such notes.

4 unchanged paragraphs

The foregoing descriptions of the SPA, Notes,

foregoing descriptions of the SPA, Notes, Incremental Warrants, the Security Agreement, the 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.

The Company is currently listed on the Nasdaq

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 has filed a preliminary and definitive information statements on Schedule 14C with the SEC and mail mailed 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. on or around March 7, 2025.

Selling stockholder 8 changes

This Prospectus relates to the possible resale

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

1 unchanged paragraph

the Selling Stockholder and the common stock they may offer from time to time under this Prospectus. This table is prepared based on holdings by the Selling Stockholder as of February 12, May 29, 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 Stockholder may offer under this Prospectus. The Selling Stockholder may sell some, all or none of its shares offered by this Prospectus. We do not know how long the Selling Stockholder will hold its shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholder regarding the sale of any of the shares.

1 unchanged paragraph

with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes common stock with respect to which the Selling Stockholder has voting and investment power. The Notes Initial Note held by the Selling Stockholder contain a 4.99% beneficial ownership limitation, prohibiting conversion of a Convertible the Initial Note into common stock if the conversion would result in the holder being deemed to beneficially own more than 4.99% of our common stock. The second column reflects that beneficial ownership limitation. The 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 fourth and fifth columns assume the sale of all of the shares offered by the Selling Stockholder pursuant to this Prospectus.

1 unchanged paragraph

JAK OPPORTUNITIES XI LLC (1)

1 unchanged paragraph

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

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 58,285,266 shares of common stock outstanding as of February 12, May 29, 2025.

of 88,059,093 Shares issuable upon full conversion of the Initial Note.

Plan of distribution 10 changes

The Selling Stockholder, including any of

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

10 unchanged paragraphs

In connection with the sale of the securities

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

2 unchanged paragraphs

Because the Selling Stockholder may be deemed

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

We have agreed to keep this Prospectus effective

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

Pursuant to applicable rules and regulations

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

Description of the securities 12 changes

following description summarizes important terms of the classes of our capital stock following the filing of our articles of incorporation.

Our authorized capital stock currently consists

authorized capital stock currently consists of 300,000,000 2,050,000,000 shares, consisting of 250,000,000 2,000,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of "blank check" preferred stock, par value $0.0001 per share.

The following description summarizes important

terms of the classes of our capital stock following the filing of our articles of incorporation. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation and our bylaws which have been filed as exhibits to the registration statement of which this Prospectus is a part.

As of May 29, 2025, there were 58,285,266

of February 12, 2025, there were 32,273,532 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding. Upon closing of this offering, we will have 157,273,532 146,344,360 shares of common stock outstanding, assuming (i) all Incremental Warrants are exercised for the Incremental Notes, (ii) all Notes are Initial Note is converted for shares of common stock, and (iii) (ii) no other shares of common stock are issued by us. If less than all of the Notes are Initial Note is not fully converted for shares of common stock, we would have less common stock outstanding after the Offering.

12 unchanged paragraphs

Series A Convertible Preferred Stock

On February 13, 2023, the Company filed with

the Secretary of State of Nevada a Certificate of Designations, Preferences and Rights of the Company's Series A Convertible Preferred Stock ("Series A Preferred Stock"), designating 11,000 shares of the authorized preferred stock as the "Series A Convertible Preferred Stock." All shares of Series A Preferred Stock were automatically convertible into shares of the Company's common stock on the closing date of the IPO. The Company previously issued 3,436 shares of Series A Preferred Stock, all of which automatically converted into the common stock of the Company upon the closing of the IPO. As of the date of the Prospectus, none of Series A Convertible Preferred Stock are outstanding.

2 unchanged paragraphs

As of May 29, 2025, there are 5 outstanding

of February 12, 2025, there are 5 outstanding warrants covering 1,445,453 2,774,879 shares of common stock and 22 outstanding options covering 4,252,161 4,282,161 shares of common stock.

26 unchanged paragraphs

Experts 2 changes

The 2024 and 2023 consolidated financial statements

2023 consolidated financial statements of La Rosa Holdings Corp. included in La Rosa Holdings Corp.'s Annual Report on Form 10-K for the years ended December 31, 2023 2024 and 2022, 2023, have been audited by Marcum LLP, the independent registered public accounting firm for the Company, as set forth in their report thereon which includes an explanatory paragraph as to the Company's ability to continue as a going concern and is incorporated herein by reference. Such financial statements have been incorporated by reference in reliance upon the report pertaining to such financial statements of such firm given upon their authority as experts in accounting and auditing.

Legal matters 2 changes

Certain legal matters relating to the issuance

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

Where you can find more information 4 changes

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

We have filed a registration statement on

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

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

Information we incorporate by reference 71 changes

Quarterly Reports on Form 10-Q

2024 , March 13, 2024 ,

March 21, 2024 , April 5,

2024 , April 24, 2024 ,

April 26, 2024 , May

16, 2024 , May 24, 2024 ,

June 26, 2024 , July

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

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

13, 2024 , August 16, 2024 ,

August 22, 2024 , August

27, 2024 , September 20, 2024 ,

October 1, 2024 , October

4, 2024 , October 11, 2024 ,

November 7, 2024 , November

14, 2024 (as amended by our Current Report on Form 8-K/A filed with the SEC on January 31, 2025), November 25, 2024 , January 7, 2025 , January 10, 2025 , January 22, 2025 , January 23, 2025 , February 5, 2025 , and February 6, 2025 .

TO 125,000,000 SHARES OF COMMON STOCK

The SEC allows us to "incorporate by

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

We incorporate by reference the documents

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

Our Annual Report on Form 10-K

Form 10-K for the year ended December 31, 2023, 2024, filed with the SEC on April 16, 2024; 15, 2025;

Our Quarterly Report

for the fiscal quarter ended March 31, 2024, filed with the SEC on May 15, 2024, on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 15, 2024, and on Form 10-Q for the fiscal quarter ended September 30, 2024, March 31, 2025, filed with the SEC on November 19, 2024; May 29, 2025;

Our Current Reports on

Current Reports on Form 8-K filed with the SEC on January 4, 7,

26, 2025 , April 11,

2025 , April 17, 2025 , April

25, 2025 (under item 3.02), April

25, 2025 (under items 1.01, 8.01, 9.01), April

30, 2025 , May 7, 2025 , May

28, 2025 , May 29, 2025 ,

Our Preliminary Information

Statements on Schedule 14C filed with the SEC on February 25, 2025;

Our Definitive Information

Statements filed on Schedule 14C filed with the SEC on March 7, 2025; and ● The description of our common stock, which is contained in a registration statement on Form 8-A filed with the SEC on January 6, 2023 , as amended on April 27, 2023 , under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

In addition, all other reports subsequently

filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering (excluding any information furnished rather than filed) shall be deemed to be incorporated by reference into this Prospectus.

We will not, however, incorporate by reference

will not, however, incorporate by reference in this prospectus or the accompanying Prospectus any documents or portions thereof that are not deemed "filed" with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our current reports on Form 8-K unless, and except to the extent, specified in such current reports.

You can obtain any of the filings incorporated

can obtain any of the filings incorporated by reference into this Prospectus through us or from the SEC through the SEC's website at www.sec.gov . We will provide, at no charge, to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above which have been or may be incorporated by reference into this Prospectus. Written or telephone requests should be directed to: La Rosa Holdings Corp., 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747, telephone number (321) 250-1799, Attention: Chief Executive should rely only on the information contained or incorporated by reference in this prospectus or any prospectus. We have not authorized anyone else to provide you with different or additional information. We will not make an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date of those documents. Officer.

You should rely only on the information contained

or incorporated by reference in this Prospectus. We have not authorized anyone else to provide you with different or additional information.

We will not make an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this Prospectus or any supplement is accurate as of any date other than the date of those documents.

UP TO 88,059,093 SHARES OF COMMON STOCK

45 unchanged paragraphs

On October 26, 2023, the Company issued

100,000 shares of restricted common stock for consulting services provider pursuant to the consulting agreement between the Company and such provider.

On October 30, 2023, the Company issued

225,000 shares of restricted common stock for consulting services provider pursuant to the consulting agreement between the Company and such provider.

On October 31, 2023, the Company issued

100,000 shares of restricted common stock for consulting services provider pursuant to the consulting agreement between the Company and such provider.

On November 2, 2023, the Company issued

169,000 shares of restricted common stock for consulting services provider pursuant to the consulting agreement between the Company and such provider.

13 unchanged paragraphs

On May 17, 2024, the Company issued 260,000

unregistered shares of the Company's common stock to three consultants of the Company as consideration for services rendered in connection with consulting agreements dated April 4, 2024, April 22, 2024 and April 29, 2024.

4 unchanged paragraphs

August 19, 2024, the Company issued 230,202 unregistered shares of common stock to its legal counsel, Sichenzia Ross Ference Carmel LLP, in exchange for a part of amounts payable for services rendered to the Company.

2 unchanged paragraphs

On September 19, 2024, the Company issued

230,202 unregistered shares of common stock to its legal counsel, Sichenzia Ross Ference Carmel LLP, in exchange for a part of amounts payable for services rendered to the Company.

4 unchanged paragraphs

On November 1, 2024, the Company issued an

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

Such securities were subsequently registered under the Registration Statement on Form S-1 (No. 333-283102).

12 unchanged paragraphs

On February 20, 2025, the Company issued 2,023,530

shares of restricted common stock for marketing services pursuant to the marketing agreements between the Company and the providers.

On February 24, 2025, the Company issued 200,000

shares of restricted common stock for marketing services pursuant to the marketing agreements between the Company and the providers.

On March 10, 2025, the Company issued 250,000

shares of restricted common stock for marketing services pursuant to the marketing agreement between the Company and the provider.

On April 10, 2025, the Company issued a service

provider, a ten-year non-qualified stock option to purchase 50,000 shares of common stock of the Company, having an exercise price of $0.1860 as compensation pursuant to that certain agreement between the Company and such service provider, dated January 15, 2025.

2 unchanged paragraphs

Exhibits 16 changes

8 unchanged paragraphs

Certificate of Amendment to Artiles of Incorporation on increase of authorized stock 4.1 Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

10 unchanged paragraphs

Form of Warrant issued by the Company on November 1, 2024 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of November 7, 2024) 4.13 Form of Waiver to the Notes, dated January 8, 2025 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of January 10, 2025) 4.14 Form of Amendment No,1 to Waiver, dated January 22, 2025 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of January 22, 2025) 4.15 Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 4.16 Form of Incremental Warrant (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 4.17 Form of the Waiver, dated April 23, 2025, to the Senior Secured Convertible Note, issued on February 4, 2025 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of April 25, 2025) 5.1* Legal Opinion of Sichenzia Ross Ference Carmel LLP 10.1# 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

150 unchanged paragraphs

Form of Membership Interest Purchase Agreement, dated December 31, 2024, by and among La Rosa Holdings Corp., La Rosa Realty Beaches LLC, Baxpi Holdings LLC, and the Selling Member (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of January 7, 2025) II- 21 22 10.177 Form of Leak-Out Agreement, dated December 31, 2024, between La Rosa Holdings Corp. and the Selling Member (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of January 7, 2025) 10.178 Form of Warrant Redemption and Cancellation Agreement, dated January 21, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of January 22, 2025) 10.179 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.180 Form of Security and Pledge Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.181 Form of Intellectual Property Security Agreement (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.182 Form of Registration Rights Agreement(incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.183 Form of Voting Agreement (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed with the of Guaranty (incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.185 Form of Lock-Up Agreement of a certain investor (incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.186 Form of Lock-Up Agreement of the Chief Executive Officer of the Company (incorporated by reference to Exhibit 10.8 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.187# Amendment No. 4, dated February 3, 2025, to the Amended and Restated Employment Agreement dated April 29, 2022, as amended (incorporated by reference to Exhibit 10.9 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.158 Third Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan (incorporated by reference to Exhibit 10.158 of the Company's Annual Report on Form 10-K filed with the SEC as of April 15, 2025) 10.159 Sales Agreement, dated November 22, 2024, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.2 of the Company's Registration Statement on Form S-3 filed with the SEC as of November 22, 2024) 10.160 Form of LR Agent Advance Commission Purchase Agreement (incorporated by reference to Exhibit 10.15 of the Company's Quarterly Report on Form 10-Q filed with the SEC as of May 29, 2025) 10.161 Form of the Waiver Agreement, dated May 23, 2025 (incorporated by reference to Exhibit 10.16 of the Company's Quarterly Report on Form 10-Q filed with the SEC as of May 29, 2025) 14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

1 unchanged paragraph

List of subsidiaries

Consent of Marcum LLP

to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Celebration, State of Florida on the 14 th day of February 2025.

and Chief Executive Officer

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

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

President, Chief Executive Officer, and Director

Chief Financial Officer

Financial and Accounting Officer)

subsidiaries (incorporated by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K filed with the SEC as of April 15, 2025) 23.1* Consent of Marcum LLP 23.2* Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) 24.1** Power of Attorney 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, herewith contracts or compensatory plans, contracts or arrangements. 2024).

Rosa Holdings Corp. Audit Committee Charter (incorporated by reference to Exhibit 99.5 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

Rosa Holdings Corp. Compensation Committee Charter (incorporated by reference to Exhibit 99.6 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).

Rosa Holdings Corp. Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.7 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).