Stratum Holdings: securities offering

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ea0253907-s1a1_larosa.htm

AMENDMENT NO. 1 TO FORM S-1

Commission on August 20, 2025.

ea0258372-s1_larosa.htm

REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission

on September 25, 2025.

Registration Statement No. 333-289503 333-[*]

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The information contained in this prospectus

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.

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SUBJECT TO COMPLETION

DATED SEPTEMBER 25, 2025

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UP TO 100,000,000 283,333,333 SHARES OF COMMON STOCK

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Purchase Facility Agreement ("Facility Agreement"), by and between the Company and the Selling Stockholder (the

of up to 100,000,000 283,333,333 shares of common stock, par value $0.0001 per share (the "common stock"), of La Rosa Holdings Corp., a Nevada corporation (the "Company").

On August 4, 2025, we entered into an Equity Purchase

Facility Agreement ("Existing Facility Agreement"), by and between the Company and the Selling Stockholder, pursuant to which the Selling Stockholder committed to purchase up to $150,000,000 of our common stock. In accordance with the terms of the Existing Facility

Agreement, on August 11, 2025, the Company filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration

Statement on Form S-1 (Reg. No. 333-289503) to register the resale of up to 100,000,000 shares of common stock issuable pursuant to the

Existing Facility Agreement. Such registration statement, as amended, was declared effective by the SEC on August 22, 2025

On September 18, 2025, we and the Selling Stockholder

entered into an Amended and Restated Equity Purchase Facility Agreement ("Amended Facility Agreement"), pursuant to which the parties agreed to increase the commitment amount under the Existing Facility Agreement from $150,000,000 of common stock to $1.0 billion of common stock (the "Facility").

We are registering the resale of up to 283,333,333

"Facility"), pursuant to which the Selling Stockholder committed to purchase up to $150,000,000 of our common stock. We are registering the resale of up to 100,000,000 additional shares ("Shares" or "Advance Shares") of common stock that may be issued by us to Selling Stockholder pursuant to the Amended Facility Agreement. The actual number of shares of common stock issuable by us pursuant to the Facility will vary depending on the then-current market price of our common stock. For purposes of this Prospectus, we have assumed a price of $1.50 $3 per share of common stock based on the reserve price per share assumed in the Amended Facility Agreement. For a more complete discussion of the terms and conditions of the Amended Facility Agreement and Facility, see the discussion under the heading " Equity Purchase Facility

For a more complete discussion of the terms and conditions of the Facility Agreement and Facility, see the discussion under the heading " Equity Purchase Facility Agreement . . The resale of up to 100,000,000 283,333,333 shares of common stock by the Selling Stockholder pursuant to this Prospectus is referred to as the "Offering."

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We are a "controlled company" as defined

We are a "controlled company" as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of August 8, September 24, 2025, controls 96.3% 95.7% 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,

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. See " Prospectus Summary-Implications of Being a Controlled Company, " beginning on page

beginning on page 10 1 of this Prospectus for more information.

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Market was $5.34 per share.

Market under the symbol "LRHC." On August 18, September 24, 2025, the last reported sale price of our common stock on the Nasdaq Capital

Market was $6.86 per share.

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Neither the Securities and Exchange Commission

degree of risk. See " Risk Factors " beginning on page 14 15 of this Prospectus.

Neither the SEC nor any state securities commission

(the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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SUMMARY OF RISK FACTORS

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AMENDED AND RESTATED EQUITY PURCHASE FACILITY AGREEMENT

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About this prospectus 3 changes

This Prospectus describes the general manner in

the general manner in which the Selling Stockholder may offer from time to time up to 100,000,000 283,333,333 shares of common stock. You should rely only on the information contained in this Prospectus and the related exhibits, any prospectus or amendment thereto, and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Stockholder has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus, any prospectus or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the common stock offered by this Prospectus, any prospectus or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this Prospectus, any prospectus or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission ("SEC"), is accurate as of any date other than the date on the front cover of the applicable document.

This Prospectus, any prospectus or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the common stock offered by this Prospectus, any prospectus or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this Prospectus, any prospectus or amendments thereto, as well as information we have previously filed with the 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 42 changes

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In addition to providing person-to-person residential

In 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, property management and title services. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own. 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 7 states in the United States and Puerto Rico. We also have recently opened LR Realty Spain, which is a full service brokerage office located primarily in Malaga, Spain. Our real estate brokerage offices, both corporate and franchised, are staffed with 3,103 3,100 licensed real estate brokers and sales associates as of July August 31, 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.

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public offering (the "IPO"). Following our IPO, as of the date of this Prospectus, we have acquired majority ownership of the following franchisees of the Company: 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, LR Agent Advance, LLC, our wholly owned subsidiaries in Florida, and LR Realty Spain, S.L., our wholly owned subsidiary in Spain. In September 2025, we dissolved Baxpi Holdings LLC, which did not result in any material changes in our structure or operations.

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It is management's intention to continue

It is management's intention to continue analyzing acquisition opportunities through the remainder of 2025. We cannot guarantee that the Company will actually enter into any binding acquisition agreements with any companies. If we do, we cannot assure you that the terms of such acquisitions will be substantially the same or better for the Company than those of completed acquisitions.

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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"). On July 21, 2025, the Company received a letter from Nasdaq confirming that the Nasdaq Listing Qualifications Department has determined that for the last 10 consecutive business days, from July 7 through July 18, 2025, the closing bid price of the Company's common stock has been was at $1.00 per share or greater. Accordingly, the Company has had regained compliance with the Bid Price Rule, and this matter is now closed.

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, as of April 16, 2025 Mr. La Rosa no longer held more than 50% of the voting power for the election of directors. As a result, the Company was 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. The Company regained a "controlled company" status on July 7, 2025 as a result of the Reverse Stock Split (as defined below), Mr. Joseph La Rosa became a holder of more than 50% of the voting power of the Company.

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

On February 4, 2025, as required by the SPA, stockholders holding a majority of the voting power 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 commencement of mailing of the definitive information statement regarding this approval to the stockholders of the Company.

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On February 4, 2025, our Board of Directors, and

On February 4, 2025, our Board of Directors, and the stockholders holding a majority of the voting power of the Company 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 an increase became effective on June 2, 2025.

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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.

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 the 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.

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.

On July 2, 2025, the Company effected a 1-for-80 reverse

On July 2, 2025, the Company effected a 1-for-80 reverse stock split of the common stock, issued and outstanding, effective as of 12:01 a.m. (New York time) on July 7, 2025. On February 4, 2025, the Company's stockholders holding a majority of the voting power of the Company by a written consent approved the amendment to the Company's Amended and Restated Articles of Incorporation, as amended, to effect a reverse stock split of the Company's common stock at a ratio in the range of 1-for-20 to 1-for-100, with such ratio to be determined by the Company's Board of Directors.

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Corp. Equity Incentive Plan and Amendment No.1

On July 9, 2025, our Compensation Committee, our

our Board of Directors, and the stockholders holding a majority of the voting power of the Company (by written consent in lieu of a stockholders' meeting) approved the Second Amended and Restated La Rosa Holdings 2022 Equity Incentive Plan ("Second Amended 2022 Plan").

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45 calendar days, or until July 14, 2025, to submit a plan to regain compliance. On July 14, 2025, the Company submitted to Nasdaq its 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. On August 21, 2025, the Company received a letter from Nasdaq confirming that the Nasdaq Listing Qualifications Department has determined that the Company complies with Nasdaq Listing Rule 5550(b)(1) based on the Company's Form 10-Q for the period ended June 30, 2025, evidencing stockholders' equity of $7,595,799, and this matter is now closed.

Facility and Amended Facility Agreement

On August 4, 2025 (the "Original Agreement

Date"), the Company entered into the Equity Purchase Facility Agreement ("Existing Facility Agreement") with the Seling Stockholder, pursuant to which the Selling Stockholder committed to purchase, subject to certain conditions and limitations, up to $150,000,000 (the "Commitment Amount") in newly issued shares of the common stock of the Company (the "Facility"). In connection with the Facility, on the Original Agreement Date the Company entered into a Registration Rights Agreement (the "Existing RRA") with the Selling Stockholder.

Pursuant to the terms of the Existing Facility

Agreement, the issuance of shares of common stock in excess of 19.99% of the Company's outstanding shares of common stock was conditional upon obtaining the approval of the Company's stockholders in accordance with the rules and regulations of the Nasdaq Capital Market.

On August 6, 2025, the stockholders, holding approximately 96.3% of the votes of our outstanding voting stock approved the Existing Facility Agreement and Existing RRA, including, but not limited to the issuance of the shares of common stock in excess of 19.99% of the Company's issued and outstanding common stock at a price less than the minimum price required by the Nasdaq Capital Market, in compliance with the rules and regulations of the Nasdaq Capital Market. On August 8, 2025, the Company filed a preliminary information statement on Schedule 14C with the SEC notifying stockholders of such approval. The Company filed a definitive information statement on Schedule 14C with the SEC and commenced mailing of the definitive information statement to stockholders of record on August 18, 2025. Such stockholders' approval became effective on September 7, 2025. In accordance with the terms of the Existing RRA, on August 11, 2025, the Company filed with the SEC a Registration Statement on Form S-1 (Reg. No. 333-289503) to register up to 100,000,000 shares of common stock issuable pursuant to the Existing Facility Agreement (the "Effective Registration Statement"). Such registration statement, as amended, was declared effective by the SEC on August 22, 2025.

On September 18, 2025 ("Amendment Date"),

the Company and the Selling Stockholder entered into the Amended Facility Agreement, pursuant to which the parties agreed to increase the Commitment Amount under the Facility from $150 million to $1.0 billion in shares of common stock. The Amended Facility Agreement amends and restates the Existing Facility Agreement in its entirety. Except for the increase of the Commitment Amount, all material terms and conditions of the Amended Facility Agreement are substantially the same as those provided in the Existing Facility Agreement. In connection with the Amended Facility Agreement, on the Amendment Date, the Company also entered into an amended and restated registration rights agreement with the Investor with respect to the resale of the shares of Common Stock issuable under the Amended Facility Agreement (the "Amended RRA"). The Amended RRA amends and restates the Existing RRA.

On September 19, 2025, stockholders, holding approximately

95.7% of the votes of our outstanding voting stock approved the Existing Facility Agreement and Existing RRA, including, but not limited to the issuance of the shares of common stock in excess of 19.99% of the Company's issued and outstanding common stock at a price less than the minimum price required by the Nasdaq Capital Market, in compliance with the rules and regulations of the Nasdaq Capital Market. On September 19, 2025, the Company filed a preliminary information statement on Schedule 14C with the SEC notifying stockholders of such approval. The Company intends to file a definitive information statement on Schedule 14C with the SEC and commence mailing of the definitive information statement to stockholders of record on September 29, 2025. Such stockholders' approval will become effective 20 days after commencement of mailing of such definitive information statement.

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Our primary market is in the United States. As

As of August 20, September 25, 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 3 affiliated real estate brokerage offices in the United States and Puerto Rico. We also have recently opened LR Realty Spain, which is a full-service brokerage office located primarily in Malaga, Spain. 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.

In April 2025, we also formed LR Agent Advance, LLC in Florida, offering a commission advancement program exclusively for La Rosa agents.

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number of sales agents in our Company, the number of sales agents closing commercial real estate transactions, the number of sales agents utilizing our coaching services, and the number of agents who work with our franchisees. We grew our total agent count from our founding in 2004 to 3,103 3,100 agents as of May August 31, 2025.

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stable set of fees paid by our brokers, franchisees, and consumers. We have multiple revenue streams, with the majority of our revenue derived from commissions paid by consumers who transact business with our and our franchisee's agents, royalties paid by our franchisees, dues and technology fees paid by our sales agents, our franchisees and our franchisees' agents. Our major revenue streams come from such sources as: (i) residential real estate brokerage revenue, (ii) revenue from our property management services, (iii) franchise royalty fees, (iv) fees from the sale or renewal of franchises and other franchise revenue, (v) coaching, training and assistance fees, (vi) brokerage revenue generated transactionally on commercial real estate, (vii) title services revenue, and (viii) fees from our events and forums, and (ix) advanced commissions fees.

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Baxpi Holdings LLC is engaged mostly in the residential real estate brokerage business;

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to be a "controlled company" within the meaning of the Nasdaq Stock Market Rules, due to the fact that our Chief Executive Officer, Chairman and Founder, Mr. Joseph La Rosa, as of August 18, September 24, 2025, controls 95.7% of the total voting power of our common stock based on his ownership of common stock and the 20,000,000 votes provided by his Series X Super Voting Preferred Stock, $0.0001 par value per share, (the "Series X Preferred Stock") that votes with the common stock, with respect to director elections and other matters.

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the Facility (in excess of the shares issuable pursuant to the Existing Facility Agreement) are issued and that we do not issue any more securities, Mr. La Rosa will control 16.7% 6.7% of total voting power of our Company.

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Summary of risk factors 8 changes

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Up to 100,000,000 283,333,333 shares of common stock.

Common Stock Outstanding After Offering (1)

284,557,973 shares, assuming (i) that all shares of common stock pursuant to the Facility are issued, and (ii) no other shares of common stock are issued by us.

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We will not receive any of the proceeds from the sales of common stock by the Selling Stockholder pursuant to this Prospectus. We may receive up to $150,000,000 $850,000,000 aggregate gross proceeds under the Amended Facility Agreement (excluding the gross proceeds for the shares issuable pursuant to the Existing Facility Agreement) from any sales of shares of our common stock that we make to the Selling Stockholder pursuant to the Facility, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to the Selling Stockholder under the Facility, and that we comply with the other conditions of the Facility.

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 14. 15.

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Based on 1,223,918 shares

Based on 1,224,640 shares of common stock outstanding as of August 18, September 24, 2025 and excludes the following as of such date:

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7,460 7,042 shares of our common stock issuable upon the vesting of restricted stock units; and ● 2,428 shares of our common stock reserved for future issuance under our Second Amended and Restated 2022 Equity Incentive Plan.

Risk factors 29 changes

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The sale of the shares of common stock acquired

acquired by the Selling Stockholder, or the perception that such sales may occur, could cause the price of our common stock to decrease.

On August 4, September 18, 2025, we entered into the Facility Amended

Facility Agreement with the Selling Stockholder, pursuant to which the Selling Stockholder committed to purchase up to $150,000,000 $1,000,000,000 of our common stock. The shares that we may issue and sell to the Selling Stockholder under the Facility may be sold by us to the Selling Stockholder from time to time at our discretion over a 36-month period commencing on August 8, 5, 2025. The purchase price for the shares that we may issue and sell to the Selling Stockholder under the Facility will vary based on the price of our common stock at the time we initiate the sale. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to decrease.

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and amount of any future sales of our shares to the Selling Stockholder. Sales of shares of our common stock to the Selling Stockholder under the Facility, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the shares of our common stock that may be available for us to sell pursuant to the Facility. If and when we do sell shares to the Selling Stockholder, after the Selling Stockholder has acquired the shares, the Selling Stockholder may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to the Selling Stockholder by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to the Selling Stockholder, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

If and when we do sell shares to the Selling Stockholder, after the Selling Stockholder has acquired the shares, the Selling Stockholder may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to the Selling Stockholder by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to the Selling Stockholder, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

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up to 100,000,000 283,333,333 shares of common stock. Sales of a substantial number of our shares of common stock in the public market by the Selling Stockholder and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our shares of common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares of common stock.

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the Selling Stockholder will not be required to subscribe for any shares of common stock under the Facility which, when aggregated with all other shares of common stock then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Selling Stockholder and its affiliates to exceed 4.99% (which the Selling Stockholder, upon notice to the Company, may increase or decrease but in no event in excess of 9.99%) of the outstanding voting power or number of the common stock.

The Company cannot effect any sales under the

the Facility and the Selling Stockholder will not have any obligation to purchase shares of our common stock under the Facility to the extent that after giving effect to such purchase and sale the aggregate number of shares of common stock issued under the Facility together with any shares of common stock issued in connection with any other transaction that may be considered part of the same series of transactions, where the number of shares issued would exceed the number of shares representing 19.99% of the issued and outstanding shares of common stock as of the date of the Facility (the "Exchange Cap"), unless the Company has obtained stockholder approval as required for issuance of common stock in excess of the Exchange Cap, in accordance with applicable rules of Nasdaq. Accordingly, the Company may not have access to the right to sell the full Commitment Amount (as defined below) to the Selling Stockholder. As of August 18, September 24, 2025, there were 1,223,918 1,224,640 shares of common stock outstanding, and therefore the Exchange Cap is 244,783 244,805 shares of common stock. the Selling Stockholder will not be required to subscribe for any shares of common stock under the Facility which, when aggregated with all other shares of common stock then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Selling Stockholder and its affiliates to exceed 4.99% (which the Selling Stockholder, upon notice to the Company, may increase or decrease but in no event in excess of 9.99%) of the outstanding voting power or number of the common stock.

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forth in the Facility, we elect to sell to the Selling Stockholder all of Shares being registered for resale hereunder, depending on the market prices of our common stock at the time of such sales, the gross proceeds from such sales of all such shares of common stock by us to the Selling Stockholder may be substantially less than the $150,000,000 $1,000,000,000 total purchase commitment available to us under the Facility, which could materially adversely affect our liquidity.

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to the Selling Stockholder shares of common stock in excess of the Exchange Cap under the Facility in order to receive additional gross proceeds up to $150,000,000 $1,000,000,000 under the Facility, then for so long as the Exchange Cap continues to apply to the issuances and sales of our common stock under the Facility, we must first obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with the applicable Nasdaq listing rules. Any issuance and sale by us under the Facility of shares of common stock in excess of the Exchange Cap could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for sale by the Selling Stockholder is dependent upon the number of shares of common stock, if any, we ultimately sell to the Selling Stockholder under the Facility, and the sale of common stock under the Facility may cause the trading price of our common stock to decline.

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We may direct the Selling Stockholder to purchase

We may direct the Selling Stockholder to purchase up to $150,000,000 $1,000,000,000 worth of shares of our common stock in a "regular purchase" (as set forth in the Facility) from time to time under the Facility over a 36-month period generally in amounts of shares of common stock that vary depending on the closing sale price of our common stock at the time of sale. Moreover, under certain circumstances as set forth in the Facility, we may, in our sole discretion, also direct the Selling Stockholder to purchase additional shares of common stock in "accelerated purchases" as set forth in the Facility.

Depending on the prevailing market price of our

common stock, we may not be able to sell shares to the Selling Stockholder for the maximum $1,000,000,000 over the term of the Facility.

our common stock, we may not be able to sell shares to the Selling Stockholder for the maximum $150,000,000 over the term of the Facility. In addition, the Selling Stockholder will not be required to purchase any shares of our common stock if such sale would result in the Selling Stockholder's stock exceeding the 4.99% (which the Selling Stockholder, upon notice to the Company, may increase or decrease but in no event in excess of 9.99%) of the outstanding voting power or number of the common stock. Our inability to access a portion or the full amount available under the Facility, in the absence of any other financing sources, could have a material adverse effect on our business.

If obtaining sufficient funding from the Selling

If obtaining sufficient funding from the Selling Stockholder were to prove unavailable or prohibitively dilutive, we will need to secure another source of capital in order to satisfy our working capital needs.

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stock that may be offered and sold from time to time by the Selling Stockholder. We will not receive any proceeds upon the sale of shares by the Selling Stockholder. However, we may receive gross proceeds of up to $150,000,000 from the sale of shares under the Facility to the Selling Stockholder. The anticipated use of net proceeds from the sale of our common stock to the Selling Stockholder under the Facility represents our intentions based upon our current plans and business conditions.

stock that may be offered and sold from time to time by the Selling Stockholder. We will not receive any proceeds upon the sale of shares by the Selling Stockholder. However, we may receive gross proceeds of up to $1,000,000,000 from the sale of shares under the Facility to the Selling Stockholder. The anticipated use of net proceeds from the sale of our common stock to the Selling Stockholder under the Facility represents our intentions based upon our current plans and business conditions. Because we have not designated the amount of net proceeds from the sale of shares under the Facility to be used for any particular purpose, our management will have broad discretion as to the use of the net proceeds from our sale of shares of common stock to the Selling Stockholder. Accordingly, you will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately, effectively, or efficiently. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. Further, our management may use the net proceeds for corporate purposes that may not improve our business, financial condition or market value. The failure of our management to use such funds appropriately, effectively, or efficiently could have a material adverse effect on our business, financial condition, operating results and cash flows.

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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. The Company has also incurred recurring net losses, including a net loss of $95,902,812 $17,571,985 for three six months ended March 31, June 30, 2025, compared to $4,829,463 $7,149,535 for three six months ended March 31, June 30, 2024 and the Company's operations have not provided net positive cash flows in the three six month ended March 31, June 30, 2025. 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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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. On July 14, 2025, we submitted to Nasdaq our 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.

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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.

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 SEC rules, subjecting brokers trading our common stock to more stringent rules on disclosure and the class of investors to which the broker may sell the common stock; limited news and analyst coverage for our Company, in part due to the "penny stock" rules; decreased ability to issue additional securities or obtain additional financing in the future; and potential breaches under or terminations of our agreements with current or prospective large stockholders, strategic investors and banks. The perception among investors that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our common stock.

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Based on our common stock outstanding as of September

August 18, 24, 2025, Mr. La Rosa had voting power of approximately 95.7% of our outstanding voting stock. As a result, Mr. La Rosa, our President and Chief Executive Officer, Chairman of the Board of Directors, and the stockholder holding a majority of the voting power of the Company, controls all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

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Use of proceeds 4 changes

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We may receive up to $150,000,000 $850,000,000 in aggregate

gross proceeds from sales of shares of our common stock we make to the Selling Stockholder under the Amended Facility Agreement (excluding the gross proceeds for the shares issuable pursuant to the Existing Facility Agreement). We may choose to sell fewer than $150,000,000 $850,000,000 in shares of our common stock, or, due to the Exchange Cap and/or the beneficial ownership limitation, we may not be able to sell all $150,000,000 $850,000,000 in shares of our common stock under the Amended Facility Agreement, in which case we would raise less than $150,000,000 $850,000,000 in aggregate gross proceeds under the Amended Facility Agreement. It is also possible that we do not sell any shares of our common stock under the Facility.

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We may find it necessary or advisable to use portions of the proceeds we receive from our sales of shares of common stock to the Selling Stockholder under the Facility for other purposes.

the net proceeds from any sales of shares of our common stock to the Selling Stockholder under the Facility. Based upon our current plans and business conditions, we intend to use the net proceeds from such sales to, without limitation, primarily purchase additional bitcoin for the Company's corporate treasury, working capital and general corporate purposes. We have not determined the amount of net proceeds to be used specifically for any such purposes. The amounts and timing of our actual expenditures may vary significantly and will depend on numerous factors, including market conditions, cash generated or used by our operations, business developments, industry developments and opportunities that may arise. We may find it necessary or advisable to use portions of the proceeds we receive from our sales of shares of common stock to the Selling Stockholder under the Facility for other purposes.

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Market price of our common stock and related stockholder matters 62 changes

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As of August 18, 2025, we had 151 record holders

Market under the symbol "LRHC." A description of our common stock is set forth under the heading "Description of Capital Stock," beginning on page 30 32 of this Prospectus.

The last reported sale price for our common stock

stock on August 18, September 24, 2025, as reported by Nasdaq, was $5.34 $6.86 per share.

As of September 24, 2025, we had 149 record holders

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EQUITY PURCHASE FACILITY AGREEMENT

On August 4, 2025 (the "Original Agreement

Date"), the Company entered into that certain Facility Agreement with the Selling Stockholder, pursuant to which the Selling Stockholder committed to purchase, subject to certain conditions and limitations, up to $150,000,000 (the "Commitment Amount") in newly issued shares of the Company's common stock. In connection with the Existing Facility Agreement, on the Original Agreement Date the Company also entered into a Registration Rights Agreement (the "Existing RRA") with the Selling Stockholder.

Pursuant to the terms of the Existing Facility

Agreement, the issuance of shares of common stock in excess of 19.99% of the Company's outstanding shares of Common Stock was conditional upon obtaining the approval of the Company's stockholders in accordance with the rules and regulations of the Nasdaq Capital Market.

The Majority Stockholders of the Company approved such issuance on August 6, 2025 by written consent in lieu of having a stockholders' meeting. On August 8, 2025, the Company filed a preliminary information statement on Schedule 14C with the SEC notifying stockholders of such written consent. On August 18, 2025, the Company filed a definitive information statement on Schedule 14C with the SEC and commenced mailing the same to the stockholders of record of the Company as of the close of business on August 6, 2025. On September 7, 2025, such approval became effective. In accordance with the terms of the Existing RRA, on August 11, 2025, the Company filed with the SEC the Effective Registration Statement to register up to 100,000,000 shares of common stock issuable pursuant to the Existing Facility Agreement. Such registration statement, as amended, was declared effective by the SEC on August 22, 2025.

On September 18, 2025 ("Amendment Date"),

the Company and the Selling Stockholder entered into the Amended Facility Agreement, pursuant to which the parties agreed to increase the Commitment Amount under the Facility from $150 million to $1.0 billion in shares of Common Stock. The Amended Facility Agreement amends and restates the Existing Facility Agreement in its entirety. Except for the increase of the Commitment Amount, all material terms and conditions of the Amended Facility Agreement are substantially the same as those provided in the Existing Facility Agreement. In connection with the Amended Facility Agreement, on the Amendment Date, the Company also entered into an amended and restated registration rights agreement with the Selling Stockholder with respect to the resale of the shares of Common Stock issuable under the Amended Facility Agreement (the "Amended RRA"). The Amended RRA amends and restates the Existing RRA.

Pursuant to the terms and subject to the conditions

of the Amended Facility Agreement, at any time until the Facility is terminated, the Company, in its sole discretion, has the right, but not the obligation, to issue and sell to the Selling Stockholder, and the Selling Stockholder must purchase from the Company shares of its common stock ("Advance Shares") by the delivery to the Selling Stockholder of Advance Notices (as defined below). The Company must, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum Advance Amount (as defined in the Amended Facility Agreement), it desires to issue and sell to the Selling Stockholder in each Advance Notice and the time it desires to deliver each written notice to the Selling Stockholder setting forth the number of Advance Shares the Company desires to issue and sell to the Selling Stockholder (each, an "Advance Notice"). There is no mandatory minimum Advance (as defined in the Amended Facility Agreement) and the Company is under no obligation to deliver any Advance Notice or to draw upon the Facility, there are no non-usage fees for not utilizing the Commitment Amount or any part thereof, and the Company paid no upfront commitment fee to the Selling Stockholder for the right to deliver any Advance Notices.

In each Advance Notice, the Company must select

either a Regular Purchase Pricing Period, an Accelerated Purchase Pricing Period or an Extended Pricing Period (each as defined in the Amended Facility Agreement), with the price per Advance Share during: (A) a Regular Purchase Pricing Period being the lower of (i) the lowest price at which common stock traded during the relevant Pricing Period (as defined therein); and (ii) the lowest Hourly VWAP (as defined therein) during the relevant Pricing Period; (B) an Accelerated Purchase Pricing Period being the lower of (i) the lowest price the common stock traded during the Regular Trading Hours (as defined therein) of the trading day applicable to the relevant Pricing Period and (ii) the lowest Hourly VWAP (as defined therein of the common stock during the Regular Trading Hours (as defined therein) applicable to the relevant Pricing Period; and (C) an Extended Purchase Pricing Period being the lower of (i) the lowest price the common stock traded during the Extended Trading Hours (as defined therein) on the trading day applicable to the relevant Pricing Period and (ii) the lowest Extended Hourly VWAP (as defined therein) of the common shares during the trading day applicable to the relevant.

The proceeds from any sale of Advance Shares by

the Company under the Amended Facility Agreement may be used by the Company in the manner set forth in this Prospectus, including for working capital purposes for the Company and its subsidiaries. However, neither the Company nor any of its subsidiaries directly or indirectly will use the proceeds of the transactions contemplated in the Amended Facility Agreement to repay any advances or loans to any executives or employees of the Company or any subsidiary or to make any payments in respect of any related party obligations, including without limitation any payables or notes payable to related parties of the Company or any subsidiary.

The Company will control the timing and amount

of any sales of Advance Shares to the Selling Stockholder. Actual sales of Advance Shares under the Facility will depend on a variety of factors to be determined by the Company from time to time, which may include, without limitation, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for its business and operational needs.

The net proceeds under the Facility to the Company will depend on the frequency and prices at which the Company sells Advance Shares to the Selling Stockholder.

The Selling Stockholder will not be required to

subscribe for any Advance Shares under the Amended Facility Agreement which, when aggregated with all other Shares then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Selling Stockholder and its affiliates to exceed 4.99% (which the Selling Stockholder, upon notice to the Company, may increase or decrease but in no event in excess of 9.99%) of the outstanding voting power or number of the Common Stock. As of August 4, 2025, the Selling Stockholder beneficially owned no shares of our common stock.

The Amended Facility Agreement contains customary

representations, warranties, conditions and indemnification obligations of the parties.

A.G.P./Alliance Global Partners acted as financial

advisor to the Company, and Curvature Securities, LLC acted as placement agent to the Company in connection with the transactions contemplated by the Amended Facility Agreement, for which the Company has agreed to pay a cash compensation equal to 1.4985 and 0.1665%, respectively, of the proceeds of the Company received pursuant to the Facility at the time of the placement of the Advance Shares issued thereunder.

The Company cannot effect any sales under the

Facility (in excess of the $150 million in shares of common stock that were previously approved by the stockholders of the Company) and the Selling Stockholder will not have any obligation to purchase Advance Shares under the Facility to the extent that after giving effect to such purchase and sale the aggregate number of Advance Shares issued under the Facility together with any shares of common stock issued in connection with any other transaction that may be considered part of the same series of transactions, where the number of shares issued would exceed the number of shares representing 19.99% of the issued and outstanding shares of common stock as of the date of the Facility (the "Exchange Cap"), unless the Company has obtained stockholder approval as required for issuance of common stock in excess of the Exchange Cap, in accordance with the applicable rules of Nasdaq. Accordingly, the Company may not have access to the right to sell the full Commitment Amount (in excess of the $150 million in shares of common stock that were previously approved by the stockholders of the Company) to the Selling Stockholder under the Facility until such stockholder approval is obtained.

Pursuant to the Amended Facility Agreement, the

Company is required to provide each stockholder entitled to vote at a meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be promptly called and held not later than sixty (60) days after the Amendment Date (the "Stockholder Meeting Deadline"), a proxy statement in a form reasonably acceptable to the Investor and counsel, at the expense of the Company to solicit each of the Company's stockholders' affirmative vote at the Stockholder Meeting for approval of the proposal ("Stockholder Proposal") to authorize the issuance of all of the Advance Shares issuable under the Facility (in excess of the $150 million in shares of common stock that were previously approved by the Majority Stockholders on August 6, 2025) in compliance with the rules and regulations of the Nasdaq Capital Market (such affirmative approval being referred to herein as the "Stockholder Approval", and the date such Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company is required to use its reasonable best efforts to solicit its stockholders' approval of such proposal and to cause the board of directors of the Company to recommend to the stockholders that they approve such proposal.

Notwithstanding the foregoing, if the Company

is able to obtain the written consent of holders of a majority of the shares of its issued and outstanding Advance Shares to obtain Stockholder Approval (the "Stockholder Consent"), the Company may satisfy the foregoing obligations under the Amended Facility Agreement by obtaining such consent and submitting for filing with the SEC a preliminary information statement on Schedule 14C no later than 20 days prior to the Stockholder Meeting Deadline, followed by a definitive information statement on Schedule 14C no later than the timeline for such filing prescribed by the Exchange Act; provided, however, that if the Company receives a notification from the Nasdaq Capital Market that the Stockholder Consent must be modified, then the Company shall use its best efforts to provide a new Stockholder Consent.

There are substantial risks to the Company's

stockholders as a result of the sale and issuance of Advance Shares to the Selling Stockholder under the Amended Facility Agreement. These risks include the potential for substantial dilution and significant declines in the share price of the Company's securities. See " Risk Factors - Risks Related to this Offering " elsewhere in this Prospectus.

Conditions to Each Advance under the Facility

The Selling Stockholder's obligation to

accept Advance Notices that are delivered by the Company in accordance with the terms of the Amended Facility Agreement and to purchase Advance Shares under the Facility is subject to the satisfaction, at the applicable Advance Notice Date (as defined therein), of certain conditions, including (among others): (i) the accuracy in all material respects of the representations and warranties of the Company included in the Amended Facility Agreement; (ii) the registration statement pursuant to which the Selling Stockholder is permitted to utilize a prospectus for resale of the Advance Shares issuable pursuant to such Advance Notice has been declared effective under the Securities Act by the SEC; (iii) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date (as defined therein); (iv ) the Company shall have obtained all permits and qualifications required by any applicable state for the offer and sale of all the Advance Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions therefrom, and the sale and issuance of such Advance Shares shall be legally permitted by all laws and regulations to which the Company is subject;

(v) no Material Outside Event or Material Adverse Effect (each as defined in the Amended Facility Agreement) shall have occurred and be continuing; (vi) the Advance Shares have been approved for trading on the Company's Principal Market (as defined in the Amended Facility Agreement), subject to official notice of issuance; trading in the common stock shall not have been suspended by the SEC, the Principal Market or FINRA; and the Company shall not have received any final and non-appealable notice that the listing or quotation of the common stock on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the common stock is listed on any subsequent Principal Market); nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the common stock, electronic trading or book-entry services by DTC with respect to the common stock that is continuing; the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the common stock, electronic trading or book-entry services by DTC with respect to the common stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension or restriction); and (viii) the absence of certain bankruptcy or insolvency events or proceedings with respect to the Company.

Future Variable Rate Transactions and Rights

Under the Amended Facility Agreement, from the

Amendment Date until the earlier of (i) the date that the Selling Stockholder has purchased $20 million in Advance Shares thereunder, (ii) 12 months after the date on which the registration statement of which this Prospectus forms a part is declared effective by the SEC and (iii) three (3) months after the date of termination of the Amended Facility Agreement, the Company and each of its subsidiaries shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement (as defined therein) of common stock or common stock equivalents (or a combination thereof) involving a Variable Rate Transaction (as defined therein, subject to certain specified exceptions, without the prior written consent of the Selling Stockholder. Under the Amended Facility Agreement, in the event that, during the period commencing on the Amendment Date and ending on the date that is three (3) months after the date of termination of the Amended Facility Agreement, the Company receives a Bona Fide Offer of a Subsequent Placement (as such terms are defined therein), then the Company must first offer such opportunity to the Selling Stockholder to provide such capital or financing to the Company on the same or similar terms as the respective third party's terms, and the Selling Stockholder may in its sole discretion determine whether the Selling Stockholder will provide such capital or financing for such Subsequent Placement.

Termination of the Facility

The term of the Facility provided under the Amended

Facility Agreement will expire on the earlier to occur of (i) the first day of the next month following the 36-month anniversary of the first trading date after the Original Agreement Date, and (ii) the date on which the Selling Stockholder shall have made payment of advances pursuant to the Amended Facility Agreement for Advance Shares equal to the Commitment Amount; provided that the Company may terminate the Amended Facility Agreement effective upon five trading days' prior written notice to the Selling Stockholder (provided that there are then no outstanding advance notices the Advance Shares under which have yet to be issued).

No Short-Selling by the Selling Stockholder

Pursuant to the Amended Facility Agreement, the

Selling Stockholder agreed that neither it nor any of its officers, or any entity managed or controlled by it may (each of the foregoing is referred to herein as a "Restricted Person") shall, directly or indirectly, (i) engage in any "short sale" (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the common stock, or (ii) engage in any hedging transaction, which establishes a net short position with respect to the common stock, in each case either for its own principal account or for the principal account of any other Restricted Person. However, a Restricted Person may: (1) sell "long" (as defined under Rule 200 promulgated under Regulation SHO) under the Exchange Act) Advance Shares; and (2) sell a number of shares of common stock equal to the number of Advance Shares that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the Company or the transfer agent pursuant to the Facility Agreement.

Registration Rights Agreement

In connection with the Facility, in the Original

Agreement Date the Company also entered into the Existing RRA with the Selling Stockholder dated the Original Agreement Date. In accordance with the terms of the Existing RRA, on August 11, 2025, the Company filed with the SEC a Registration Statement on Form S-1 (Reg. No. 333-289503) to register up to 100,000,000 shares of common stock issuable pursuant to the Existing Facility Agreement. Such registration statement, as amended, was declared effective by the SEC on August 22, 2025.

Date, the Existing RRA was amended and restated by the Amended RRA dated as of the Amendment Date. Pursuant to the Amended RRA the Company agreed to file a registration statement with the SEC to register the resale of the Advance Shares that are to be issued to the Selling Stockholder under the Facility within sixty (60) calendar days of the date of the Amended RRA. The Company agreed to use its reasonable best efforts to cause the registration statement to be declared effective as soon as practicable, but in no event later than ninety (90) calendar days following the date of the Amended RRA (subject to certain extensions), and to keep the registration statement continuously effective from the date on which the SEC declares it effective until (i) the date on which the Selling Stockholder shall have resold all the Registrable Securities (as such term is defined in the Amended RRA) covered thereby, (ii) the date of termination of the Facility if, as of such termination date, the Selling Stockholder holds no Registrable Securities, and (iii) the date on which all of the Registrable 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 as promulgated by the SEC under the Securities Act.

If the registration statement covering the resale

of such Advance Shares is not filed or declared effective by certain days set forth in the Amended RRA (among other things, the "Event Date"), on each such Event Date and on each monthly anniversary of such Event Date thereafter (if not cured by such date) or any pro rata portion thereof, until the applicable Event Date is cured or sixty calendar days after the applicable Event Date, whichever comes first, the Company shall pay to the Selling Stockholder an amount in cash, as partial liquidated damages, equal to the product of 2% multiplied by the total purchase price of each outstanding Advance Notice; provided, that the maximum aggregate amount payable thereunder shall not exceed 4% of such amount. The filing and effectiveness of the registration statement of which this Prospectus forms a part satisfies the obligation of the Company under the Amended RRA to file and have declared effective by the SEC a registration statement covering the resale of such Advance Shares.

Under the Amended RRA, the Company has granted

to and received from the Selling Stockholder customary indemnification rights in connection with the registration of Advance Shares under the Amended RRA.

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 the Shares implicate certain of the Nasdaq listing standards requiring prior stockholder approval in order to maintain our listing on Nasdaq. On September 19, 2025, Joseph La Rosa, the Company's Chief Executive Officer, President and Chairman, and JLR-JCCLT1 Land Trust controlled by Mr. La Rosa, as the stockholders holding majority of the voting power of the Company, in accordance with Nasdaq Listing Rules 5635(b) and 5635(d), approved the entry into the Amended Facility Agreement and the transactions contemplated thereunder, including the issuance of the Shares, by written consent in lieu of having a stockholders' meeting. The Company has filed a preliminary information statement on Schedule 14C with the SEC on September 19, 2025 notifying stockholders of such written consent. The Company is going to file a definitive statement on Schedule 14C with the SEC and commence mailing the definitive information statement to stockholders of record as of the close of business on September 29, 2025 before the effectiveness of the registration statement of which this Prospectus forms a part.

Pursuant to the terms of the Amended Facility

Agreement, issuance of Shares pursuant to the Facility in excess of 19.99% of the Company's outstanding shares of common stock is conditional upon obtaining the approval of the Company's stockholders in accordance with the rules and regulations of the Nasdaq Capital Market. Such approval will become effective not earlier than the date that is twenty (20) calendar days after respective definitive information statement is first mailed or otherwise delivered to holders of our common stock.

Selling stockholder 12 changes

1 unchanged paragraph

from time to time by the Selling Stockholder named in the table below of any or all of the common stock that has been or may be issued by us to the Selling Stockholder as part of the Placement. We are registering the common stock pursuant to the provisions of the Registration Rights Agreement Amended RRA 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 August 18, September 24, 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.

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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.

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. Pursuant to the Amended Facility Agreement, the Selling Stockholder will not be required to subscribe for any Advance Shares which, when aggregated with all other Shares then beneficially owned by the Selling Stockholder and its affiliates, would result in the beneficial ownership by the Selling Stockholder and its affiliates to exceed 4.99% (which the Selling Stockholder, upon notice to the Company, may increase or decrease but in no event in excess of 9.99%) of the outstanding voting power or number of the 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

Kerry Propper and Antonio

Ruiz-Gimenez, each a managing member of SZOP Multistrat Management LLC, the manager of the Selling Stockholder, 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.

of 100,000,000 Shares issuable pursuant to the Facility.

SZOP OPPORTUNITIES I LLC (1)

Represents less than 1%.

Kerry Propper and Antonio Ruiz-Gimenez, each a managing member of SZOP Multistrat Management LLC, the manager of the Selling Stockholder, 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 will purchase 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 will not have agreements or understandings, directly or indirectly, with any person to distribute such securities.

Consists of the number of shares of common stock the Selling Stockholder will be deemed to beneficially own upon the effectiveness of this Registration Statement equal to 4.99%, of 1,223,918 1,224,640 shares of common stock outstanding as of August 18, September 24, 2025.

Consists of 283,333,333 Shares issuable pursuant to the Facility (excluding the shares of common stock to be offered for resale pursuant to the Effective Registration Statement).

Plan of distribution 16 changes

We are registering up to 100,000,000 283,333,333 shares

4 unchanged paragraphs

purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this Prospectus;

b) an exchange distribution in accordance with the rules of

Stockholder to its partners, members or equity holders;

a) Block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this Prospectus;

an exchange distribution in accordance with the rules of any stock exchange on which the securities are listed;

c) ordinary brokerage transactions and transactions in which the broker solicits purchases;

d) privately negotiated transactions;

e) through the distribution of the securities by the Selling Stockholder to its partners, members or equity holders;

f) one or more underwritten offerings on a firm commitment or best efforts basis;

g) any combination of any of these methods of sale; and

h) any other method permitted pursuant to applicable law.

12 unchanged paragraphs

The Selling Stockholder is an "underwriter"

The Selling Stockholder is an "underwriter" and any underwriters, brokers, dealers or agents that participate in the distribution of the securities may be deemed to be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the securities sold by them may be deemed to be underwriting discounts and commissions.

The Selling Stockholder has represented to us

The Selling Stockholder has represented to us that at no time prior to the date of the Facility has the Selling Stockholder, its sole member, any of their respective officers, or any entity managed or controlled by the Selling Stockholder or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. the Selling Stockholder has agreed that during the term of the Facility, neither it, nor any of its sole member, any of their respective officers, or any entity managed or controlled by the Selling Stockholder will enter into or effect, directly or indirectly, any of the foregoing transactions.

7 unchanged paragraphs

Description of the securities 8 changes

4 unchanged paragraphs

As of August 18, 2025, there were 1,223,918

As of September 24, 2025, there were 1,224,640

shares of common stock, 2,000 shares of Series X Super Voting Preferred Stock, and 6,000 shares of Series B Convertible Preferred Stock issued and outstanding. Assuming (i) all Shares are issued pursuant to the Facility, and (ii) no other shares of common stock are issued by us, we will have 101,223,918 284,557,973 shares of common stock outstanding. If the Company does not sell all Shares pursuant to the Facility to the Selling Stockholder, we would have less common stock outstanding.

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Subject to the Maximum Percentage, holders of

of outstanding shares of Series B Preferred Stock 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 the stated value thereof and any other unpaid amounts owed to such holder(s) under the Exchange Documents (as defined in the Exchange Agreement); (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), at the option of the converting holder(s), either: (A) $0.25 per share (subject to adjustment), or (B) the "Alternate Conversion Price". As used in this paragraph, "Alternate Conversion Price" means the lower of (x) the "Floor Price" of $0.082 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) and (y) 95% of the lowest VWAP (as defined in the Certificate of Designation) 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. In the event the holder elects to convert the Series B Preferred Stock at the Alternate Conversion Price, the Conversion Amount shall be multiplied by (i) if in connection with a Change of Control (as defined in the Certificate of Designation, 105% or (ii) otherwise, 125%, A holder of Series B Preferred Stock will not have the right to convert any portion of their shares thereof to the extent that, after giving effect to such conversion, the holder (together with its affiliates) would beneficially own in excess of the Maximum Percentage. Such Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99%, at the option of the holder upon 61 days' prior written notice to the Company.

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As of August 18, September 24, 2025, there are 3 outstanding

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to include (a) a merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic corporation with the interested stockholder or affiliate or associate of the interested stockholder; (b) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, by the resident domestic corporation or any subsidiary of the resident domestic corporation to or with the interested stockholder or affiliate or associate of the interested stockholder having: (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the resident domestic corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the resident domestic corporation, or (iii) 10% or more of the earning power or net income of the resident domestic corporation; (c) the issuance or transfer in one transaction or series of transactions of shares of the resident domestic corporation or any subsidiary of the resident domestic corporation having an aggregate market value equal to 5% or more of the resident domestic corporation to the interested stockholder or affiliate or associate of the interested stockholder; and (d) certain other transactions with an interested stockholder or affiliate or associate of the interested stockholder.

(i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the resident domestic corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the resident domestic corporation, or (iii) 10% or more of the earning power or net income of the resident domestic corporation; (c) the issuance or transfer in one transaction or series of transactions of shares of the resident domestic corporation or any subsidiary of the resident domestic corporation having an aggregate market value equal to 5% or more of the resident domestic corporation to the interested stockholder or affiliate or associate of the interested stockholder; and (d) certain other transactions with an interested stockholder or affiliate or associate of the interested stockholder.

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Information we incorporate by reference 18 changes

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Our Quarterly Report

10-Q for the fiscal quarter ended March 31,

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

25, 2025 (under item 3.02), April

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

2, 2025 , July 3, 2025 , July

8, 2025 , July 16, 2025 , July

18, 2025 , August 4, 2025 ,

and August 15, 2025 ;

Our Preliminary Information

Statement on Schedule 14C

filed with the SEC on August 8, 2025;

Definitive Information Statement on Schedule

Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 29, 2025, and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 2025, filed with the SEC on August 18, 2025;

Our Current Reports on Form 8-K filed with the SEC on January 7, 2025 , January 10, 2025 , January 22, 2025 , January 23, 2025 , February 5, 2025 , February 6, 2025 , February 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 , May 30, 2025 , June 20, 2025 , July 2, 2025 , July 3, 2025 , July 8, 2025 , July 16, 2025 , July 18, 2025 , August 4, 2025 , August 15, 2025 , August 19, 2025 , and September 19, 2025 ;

Our Definitive Information Statement on Schedule 14C filed with the SEC on August 18, 2025;

Our Preliminary Information Statement on Schedule 14C filed with the SEC on September 19, 2025;

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UP TO 100,000,000 283,333,333 SHARES OF COMMON STOCK

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Recent Sales of Unregistered Securities 18 changes

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The Company and Emmis Capital agreed to extend the maturity date of the loan to the earlier of the date when the common stock is listed on Nasdaq, or July 31, 2023.

Capital, an affiliate of Exchange Listing, LLC, entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. In connection with the Securities Purchase Agreement, the Company also granted to Emmis Capital, among other things, upon the repayment of the loan, a grant of 375 shares of our common stock and warrants exercisable for 50,000 shares of our common stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our common stock equal to the number of shares that would be issued upon full conversion of the Senior Secured Promissory Note issued to Emmis; and (iv) have an exercise price equal to the lower of: (A) $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The loan matured on May 14, 2023. The Company and Emmis Capital agreed to extend the maturity date of the loan to the earlier of the date when the common stock is listed on Nasdaq, or July 31, 2023.

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On August 28, 2023, in accordance with the

the terms of the Senior Secured Promissory Note that was issued to Emmis Capital II, LLC ("Emmis Capital") and repaid by the Company in 2022, the Company issued 375 shares of common stock valued at $400.00 per share to Emmis Capital. Such shares were subsequently registered pursuant to the registration statement on Form S-1 (File No. 333-264372) declared effective by the SEC on October 4, 2023.

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On February 20, 2024, the Company issued

issued an accredited investor (i) 838 unregistered shares of common stock, (ii) a five year warrant to purchase 1,500 shares of common stock for $240.00 per share and (ii) a five year warrant to purchase 1,188 shares of common stock for $180.00 per share in connection with the investor's purchase of a 13% OID secured promissory note in the face amount of $1,052,631.58 for purchase price of $1,000,000, pursuant to a securities purchase agreement, dated February 20, 2024, between the Company and the investor.

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On March 13, 2024, the Company issued 2,813 unregistered

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

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On August 19, 2024, the Company issued 497 unregistered

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

On August 21, 2024, the Company issued 5,765 unregistered

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

On August 27, 2024, the Company issued 2,813 unregistered

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

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On March 10, 2025, the Company issued 3,125 shares

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

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On August 11, 2025, the Company issued its directors,

its directors, officers, certain employees and consultants an aggregate 143,711 unregistered shares of common stock pursuant to the Second Amended and Restated La Rosa Holdings 2022 Equity Incentive Plan ("Second Amended 2022 Plan"), 42,700 of such shares issued to certain employees and consultants of the Company were cancelled and reissued on August 28, 2025 as shares registered pursuant to the Registration Statement on Form S-8 (Reg. No. 333-289882).

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Undertakings 6 changes

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

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

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

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

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

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

Exhibits 27 changes

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Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated December 21, 2021 by and among La Rosa Holdings Corp. and Horeb Kissimmee Realty, LLC (incorporated by reference to Exhibit 10.78 of the Company's S-1 (File No. 333-264372) filed with the SEC as of September October 12, 2023). 2022).

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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) 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) II- 20 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 SEC as of February 5, 2025) 10.184 Form 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) 10.188 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) 10.189 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) 10.190 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) 10.191 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) 10.192 Form of Amendment and Exchange Agreement between the Company and the Investor, dated June 18, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of June 20, 2025) 10.193 Form of Voting Agreement between the Company and Joseph La Rosa, dated June 18, 2025 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of June 20, 2025) 10.194 Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan 10.195 Form of Amendment No. 1, dated July 14, 2025, to the Amendment and Exchange Agreement, dated June 18, 2025 (incorporated by reference to Exhibit 10.1 10.194 of the Company's Current Report Registration Statement on Form 8-K S-1 (File No. 333-289503) filed with the SEC on July 16, as of August 11, 2025).

Form of Amendment No. 1, dated July 14, 2025, to the Amendment and Exchange Agreement, dated June 18, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on July 16, 2025).

2 unchanged paragraphs

Equity Purchase Facility

Agreement, dated as of August 4, 2025

Registration Rights Agreement,

dated as of August 4, 2025

Equity Purchase Facility Agreement, dated as of August 4, 2025 (incorporated by reference to Exhibit 10.198 of the Company's Registration Statement on Form S-1 (File No. 333-289503) filed with the SEC as of August 20, 2025).

Registration Rights Agreement, dated as of August 4, 2025 (incorporated by reference to Exhibit 10.199 of the Company's Registration Statement on Form S-1 (File No. 333-289503) filed with the SEC as of August 20, 2025).

Form of Amended and Restated Equity Purchase Facility Agreement, dated as of September 18, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of September 19, 2025).

Form of Amended and Restated Registration Rights Agreement, dated as of September 18, 2025 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of September 19, 2025).

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List of subsidiaries (incorporated by reference to Exhibit 21.1 of the Company's Registration Statement on Form S-1 (File No. 284962) filed with the SEC as of June 27, 2025).

List of subsidiaries

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# Management contracts or compensatory plans, contracts or

Pursuant 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 25 th day of September 2025.

LA ROSA HOLDINGS CORP.

President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each

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

Pursuant to the requirements of the Securities

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

Founder, President, Chief Executive Officer, and Director

(Principal Executive Officer)

Interim Chief Financial Officer

(Chief Financial and Accounting Officer)

/s/ Michael A. La Rosa