La Rosa Holdings: securities offering

Cover page 67 changes

As confidentially submitted to the U.S. Securities

and Exchange Commission on February 10, 2022. This amendment to the draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential.

As filed with the U.S. Securities and

Exchange Commission o n April 19, 2022

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(Exact name of registrant as specified in its

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(Address, including zip code and telephone number,

number, including area code, of registrant's principal executive offices)

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If this form is filed to

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

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Indicate by check mark

mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," accelerated filer,"

"accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Rule 12b-2 of the Exchange Act.

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If an emerging growth company,

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

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Pursuant to the applicable

provisions of the Fixing America's Surface Transportation (FAST) Act, we are omitting our combined unaudited financial statements as of September 30, 2021 and for the nine months then ended. While this financial information is otherwise required by Regulation S-X, we reasonably believe that it will not be required to be included in the prospectus at the time of the contemplated offering. We intend to amend this registration statement to include all financial information required by Regulation

S-X at the date of such amendment before distributing a preliminary prospectus to investors.

The information in this prospectus is not

complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange

Subject to Completion, Dated ____________,

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

Completion, Dated April 19, 2022

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This is our initial public

offering of common stock. We are selling shares of common stock. We anticipate the initial public offering price will be between share.

Each Unit Consisting of

One Share of Common Stock and

One Warrant to Purchase One Share of

public offering by La Rosa Holdings Corp., a Nevada corporation (the "Company"), of an assumed 1,500,000 units (the

"Units" and each a "Unit"), with each Unit consisting of one share of common stock, $0.0001 par value per share (the "Common Stock"), and a warrant (the "Warrant") to purchase one share of Common Stock at an assumed exercise price of $11.00 per share, or 110% of the price of each Unit sold in the (collectively, the "Securities"), in a firm commitment underwritten public offering (this "Offering"). The Warrants offered hereby may be exercised from time to time beginning on the date of issuance and will expire five years from the date of issuance. Our Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of our Common Stock and the Warrants comprising our Units are immediately separable and will be issued separately in this Offering.

the initial public offering price of our Units will be between $9.00 and $11.00 per share. The number of Units and the number of shares of Common Stock and Warrants offered in this prospectus and all other applicable information has been determined based on an assumed public offering price of $10.00 per Unit. The actual public offering price for the Units will be determined between the underwriters and the Company at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the actual public offering price for our Common Stock and the Warrants and the assumed number of Units may change accordingly.

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Accordingly, while the estimates set forth above represent our bona fide estimate of the range of public offering price per share and number of shares to be issued, consistent with the requirements of the Securities and Exchange Commission and Nasdaq, we may ultimately issue more shares at a lower price or fewer shares at a greater price to achieve such minimum value of unrestricted publicly held shares. We will not consummate the offering unless such minimum value will be achieved and until we receive approval from Nasdaq to list our common stock.

exists for our Common Stock or our Warrants. We intend have applied to list the Common Stock on the Nasdaq Capital Market or ("Nasdaq"), under the symbol "LRHC" and to list the Warrants under the symbol "[*]". We will not consummate the Offering unless until we receive approval from Nasdaq to list our Common Stock.

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Investing in our common

of this Offering, our Founder, Chairman of the board of directors and Chief Executive Officer, Mr. Joseph La Rosa, will control approximately [*]% of the voting power of our voting capital stock with respect to director elections and other matters (or approximately

[ [*]% of the voting power of our voting capital stock with respect to director elections and other matters (or approximately [ ]% of the voting power with respect to director elections if the underwriters exercise in full their 45-day option to purchase additional shares of our Common Stock to cover over-allotments, if any). Although we are a "controlled company" under the rules of the Nasdaq Capital Market, our board of directors is will be composed of a majority of independent directors and we will not take advantage of the "controlled company" exemptions provided under such rules. Please see "Security Ownership of Certain Beneficial Owners and Management."

stock Units involves a high degree of risk. See "Risk Factors" beginning on page [ ] 15 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock. Securities.

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(1) The underwriting discount is

seven percent (7%) of the public offering price. The column does not include additional compensation payable to the underwriter.

Does not include additional compensation payable to the underwriter. We have agreed to reimburse the underwriter for certain accountable expenses incurred relating to this Offering and to pay its non-accountable expenses in the amount equal to one percent (1%) of the public offering price we receive. In addition, we will issue to the underwriter a five year warrant to purchase the number of shares of our common stock equal up to six percent (6%) of the number of shares issued at the initial closing of Common Stock issued in this Offering. See "Underwriting" for additional information regarding underwriting compensation.

(2) The amount of offering proceeds

The amount of offering proceeds to us presented in this table does not give effect to any exercise of the: (i) over-allotment option we have granted to the underwriters as described below, or (ii) the exercise of the Warrants being issued as a part of the Units, (iii) the exercise of the warrants being issued to the Representative in this Offering, or (v) the exercise of the warrants we have issued in private placements prior to this initial public offering as described in more detail in this prospectus.

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underwritten on a firm commitment basis. We have granted a 45-day option to the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional fifteen percent (15%) of the shares of Common Stock from us at the public offering price per share of common stock, less the underwriting discounts payable by us, solely to cover over-allotments, if any (the "Over-Allotment to deliver the securities against payment to the investors in this offering on or about [ ], 2022. and/or fifteen percent (15%)

of the Warrants offered hereby at the public offering price per share of Common Stock equal to the public offering price per Unit minus $0.01 per share and $0.01 per Warrant, respectively, less, in each case, the underwriting discounts payable by us, solely to cover overallotments, if any. (the "Over-Allotment Option").

The underwriters expect

to deliver the Securities against payment to the investors in this Offering on or about [ ], 2022.

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The date of this prospectus is , April 19,

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UNAUDITED PRO FORMA FINANCIAL STATEMENTS

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DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF THE SECURITIES

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INDEX TO FINANCIAL STATEMENTS

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Neither we nor any of the

of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock Units only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or in any applicable free writing prospectus related thereto is current only as of its date, regardless of its time of delivery or any sale of shares. Our business, financial condition, results of operations and future prospects may have changed since that date.

For investors outside the

the United States: Neither we nor any of the underwriters have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Securities and the distribution of this prospectus outside of the United States.

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Copies of some of the documents

documents referred to herein have been filed as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading "Where You Can Find More Information."

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The combined financial

The consolidated financial

statements include the accounts of La Rosa Realty, LLC Holdings Corp. and its affiliates subsidiaries La Rosa Coaching, LLC, La Rosa CRE, LLC, La Rosa Franchising,

Franchising, LLC, and La Rosa Property Management which are affiliated by virtue of common management and ownership. All intercompany transactions and accounts have been eliminated. Numerical figures included in this prospectus have been subject to rounding adjustments.

Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

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The logos, and other trade

trade names, trademarks, and service marks of La Rosa Holdings Corp. appearing in this prospectus are the property of La Rosa Holdings

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symbols. Such references are not intended to indicate, in any way, that we, or the applicable owner or licensor, will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable owner or licensor to those trade names, trademarks, and service marks.

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all references to the Securities Act means mean the Securities Act of 1933, as amended and all references to the Exchange Act means the Securities Exchange Act of 1934, as amended; and, all references to our common stock means our authorized common stock, $0.0001 par value per share, and all references to our Series X Super Voting Preferred Stock means our authorized Series X Super Voting Preferred Stock, $0.0001 par value per share, that provides 10,000 votes per share.

all references to our Common Stock mean our authorized common stock, $0.0001 par value per share, and all references to our Series X Super Voting Preferred Stock means our authorized Series X Super Voting Preferred Stock, $0.0001 par value per share, that provides to the owner 10,000 votes per share; and all share and per share data in this prospectus reflects a 10-for-1 reverse stock split of our Common Stock issued and outstanding (including adjustments for fractional shares), which was effected on March 21, 2022.

Prospectus summary 59 changes

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We are the holding company

certain information about us and this Offering contained elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our common stock Units and should be read in conjunction with the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our common stock, Units, you should carefully read the entire prospectus, including "Risk Factors" beginning on page [ ] , 15, "Management's Discussion and Analysis of Financial Condition and Results of Operations," beginning on page [ ] 42 and the combined financial statements and related notes thereto included in this prospectus.

the closing of this Offering, we plan to acquire five limited liability companies and one corporation in separate acquisitions what will be closed simultaneously: (i) La Rosa Realty CW Properties, LLC, (ii) La Rosa Realty North Florida, LLC, (iii) La Rosa Realty the Elite LLC, (iv) La Rosa Prestige, LLC, (v) Horeb Kissimmee Realty LLC and (vi) La Rosa Realty Lake Nona, Inc. We collectively refer to these transactions as the "Combinations."

We operate primarily in

in the U.S. residential real estate market, which, according to Zillow Research 1 , totaled $36.2 $43.4 trillion in December 2021 up by a record $6.9 trillion since 2020 and more than double the level from a decade ago.

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

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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, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have five La Rosa Realty corporate real estate brokerage offices located in Florida, [ ] 28 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico, and an international La Rosa Realty franchised office in Peru. and in Turkey. Our real estate brokerage offices, both corporate and franchised, are staffed with more than approximately 2,380 licensed real estate brokers and sales associates.

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Disruptions related to

1 https://www.zillow.com/research/zillow-total-housing-value-2020-28704/ https://www.zillow.com/research/us-housing-market-total-value-2021-30615/ focus on the interaction between our in person agents and their clients is a strong weapon against the internet-only commodity websites and the low touch discount brokerages who compete with us. By creating a custom solution offering a unique experience, our agents are able to guide their clients seamlessly through what may the most expensive purchase of their lifetime.

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

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We face competition from

driver of our past, and we believe, our future growth is our ability to create revenue by referring or requiring that our agents and our franchisee's agents use the different business services that we provide. For example, all agents new to our Company are required to have a "coach" and to attend multi-day training sessions to learn the Company's philosophy, technology and business practices. Concurrently, the agent works with his or her coach in obtaining listings, working with consumers and closing transactions. All of these activities are run through our La Rosa Coaching, LLC subsidiary. We plan to expand expanded our coaching offerings in the third quarter of 2021 to teach advanced techniques for team building, personal growth and business development, which we believe will provide increased revenue at a nominal increase in cost to us. In addition, unlike other residential real estate brokerages, we encourage our sales agents to pursue commercial real estate transactions and require them to utilize the services of our commercial real estate company La Rosa CRE, LLC. We anticipate acquiring other complementary businesses, such as title and insurance agencies and a mortgage brokerage, after the closing of this offering O6ffering to enhance our gross revenues and profit margins.

from established residential real estate companies such as RE/MAX Holdings, Inc., Keller Williams Realty, Inc., HomeSmart, Realogy Holdings, Corp., which franchises the Coldwell Banker and Century 21 brands, as well as from internet-based real estate brokers including Realtor.com, Fathom Holdings Inc., Redfin.com, and Zillow.com, brokers offering deeply discounted commissions like SimpleShowing Holdings, Inc., Houwzer LLC and Real Estate Exchange, Inc. (Rexhomes.com), and "flat fee" brokers such as Homie Technology, Inc., Cottage Street Realty, LLC (FlatFeeGroup.com) and Trelora, Inc. These companies do not provide the same personalized brokerage services that we do and emphasize low price and a do-it-yourself philosophy. We believe that our highly trained agents who work one-on-one with their clients are able to successfully close residential real estate transactions with a high level of consumer satisfaction that redounds to us in future business and referrals.

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On August 4, 2021, we effected

The following chart illustrates

was incorporated in the State of Nevada on June 14, 2021 by its founder, Mr. Joseph La Rosa, to become the holding company for five Florida limited liability companies of which Mr. La Rosa held a one hundred percent (100%) ownership interest: (i) La Rosa Coaching, LLC, or Coaching; LLC("Coaching"); (ii) La Rosa CRE, LLC or ("CRE"); (iii) La Rosa Franchising, LLC or ("Franchising"); (iv) La Rosa Property Management, LLC, or Property Management; and (v) La Rosa Realty, LLC, or Realty. All of those limited liability companies are referred to collectively in this prospectus as the "LLCs."

(iv) La Rosa Property Management, LLC ("Property Management"); and (v) La Rosa Realty, LLC ("Realty").

All of those limited liability companies are referred to collectively in this prospectus as the "LLCs."

we effected a corporate reorganization pursuant to a Reorganization Agreement and Plan of Share Exchange dated July 22, 2021 (the "Reorganization Agreement") between La Rosa Holdings Corp. and each of the LLCs. Under the Reorganization Agreement, each LLC exchanged 100% of their limited liability company membership interests for one share of Company's Common Stock, which share was automatically redeemed for nominal consideration upon the closing of the transaction, resulting in each LLC becoming the direct, wholly-owned subsidiary of the Company.

illustrates the current corporate structure of our key operating entities:

The Company conducts its

its operations through its five subsidiaries:

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We may fail to successfully

We may fail to successfully execute our strategies to grow our business, including acquiring a controlling interest in a number of our current franchisees and growing our agent count.

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The failure to attract and retain highly qualified and successful franchisees and agents and franchisees could compromise our ability to pursue our growth strategy.

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

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In addition, we face other

other risks and uncertainties that may materially affect our business prospects, financial condition and results of operations. You should consider the risks discussed in "Risk Factors" starting on page [ ] and elsewhere in this prospectus before investing in our common stock.

You should consider the risks discussed in "Risk Factors" starting on page 15 and elsewhere in this prospectus before investing in our Units.

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office is located at 1420 Celebration Boulevard, Suite 200, Celebration, FL Florida 34747. Our telephone number at our principal executive office is (321) 939-3748. Our corporate website is https://www.larosarealty.com. https:// www.larosarealty.com. The information on our corporate website is not part of, and is not incorporated by reference into, this prospectus.

Issuance of Convertible Notes

In a private placement

placement conducted from July through December 2021, we entered into Convertible Note Purchase Agreements pursuant to which we issued unsecured convertible promissory notes to certain "accredited investors" under an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of that Act and/or Rule 506(b) of Regulation D promulgated thereunder. In accordance with such purchase agreements, we issued convertible promissory notes in the aggregate principal amount of $536,000 $496,000 that we used to pay the expenses of our organization and reorganization and for other general corporate purposes. Interest accrues on the principal amount of twelve of the convertible promissory notes at 2.5% with a default rate of 3.0% per annum, and interest accrues on the principal amount of seven of the convertible promissory notes at 18.0%, with a default interest rate of 20.0% per annum. and interest accrues on The principal amount of one of the convertible promissory notes at 18.0%, with a default interest rate of 18.0% per annum. The convertible promissory notes rank on a parity with the Company's other existing debt and mature on the earlier of the date that the Company's Common Stock becomes listed for trading on a national securities exchange or one year from the date of issue of each such note. Prior to the maturity date, the convertible promissory notes will convert the outstanding principal and accrued interest automatically into shares of the Company's Common Stock on the date of the closing of this Offering at a price per share equal to the product of the public offering price of the Units multiplied by 0.80. All of the convertible promissory notes are prepayable, in whole or in part, at any time prior to maturity without penalty or premium.

Issuance of promissory notes

On July 15, 2021 the

Company issued to ELP Global PLLC a promissory note in the principal amount of $40,000 that we used for our general corporate purposes.

Interest accrues on the principal amount at 18% of outstanding amount per annum. The maturity date of the note was extended to the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 1.4% per annum with a default interest rate is 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

Acquisitions of Franchisees

We have signed purchase

agreements with six of our franchisees to acquire a majority or a one hundred percent (100%) interest in their real estate brokerage businesses immediately after the closing of this Offering on terms as follows:

Horeb Kissimmee Realty LLC

La Rosa Realty Lake Nona, Inc.

La Rosa Realty North Florida, LLC

Jacksonville, Florida

La Rosa Realty The Elite LLC

Wesley Chapel, Florida

La Rosa Realty Lakeland LLC

La Rosa CW Properties LLC

(1) The stock consideration

will be paid in unregistered, "restricted" shares of Company Common Stock valued at the initial public offering price of the Units.

of the above franchisees have signed: (i) a Leak Out Agreement pursuant to which the sellers have agreed not to sell the shares of Common Stock received in the buyout transaction until the 181 st day after the closing date of this Offering, and for the period ending one year from that date, to sell only one-twelfth of the shares received per calendar month, subject to applicable securities laws as such shares are "restricted securities" under the Securities Act; (ii) a Proxy Agreement which grants to Mr. Joseph La Rosa or his successor, in his capacity as the Chief Executive Officer ("CEO"), the seller's irrevocable proxy to vote all of the shares of Common Stock received by the sellers in the acquisition transaction; and (iii) an employment agreement to serve as the president of such company commencing immediately after the closing of the acquisition, reporting to Mr. Joseph La Rosa, with a salary that can be adjusted if that company's net profitability changes by more than 5% in any one month. The sellers have agreed to certain confidentiality, work product, non-competition, non-solicitation and non-disparagement terms.

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held by Mr. La Rosa, we are considered a "controlled company" within the meaning of the listing standards of Nasdaq.

Because of the voting control

control held by Mr. La Rosa, we are considered a "controlled company" within the meaning of the listing standards of Nasdaq. Under these rules, a "controlled company" may elect not to comply with certain corporate governance requirements, including the requirement to have a board of directors that is composed of a majority of independent directors. We currently do not intend to take advantage of these exemptions, but could do so at any time in the future provided that we continue to qualify as a "controlled company."

Implications of Our Being an "Emerging Growth Company"

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may present only two years of audited financial statements; and are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act.

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of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

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reporting requirements and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company" under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two years of audited financial statements and related MD&A Management's Discussion and Analysis disclosure.

Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, of 1933, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an "emerging growth company" if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further, under current SEC rules of the Securities and Exchange Commission (the "SEC" or the "Commission"), we will continue to qualify as a "smaller reporting company" for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

Summary of the offering 53 changes

[ ] shares of common stock.

La Rosa Holdings Corp., a Nevada corporation.

We are offering 1,500,000 Units (subject to adjustment as noted herein), each consisting of one share of our Common Stock and one Warrant to purchase one share of our Common Stock (together with the shares of Common Stock underlying such Warrants). The actual number of Units we offer will be determined based on the actual public offering price of the Units such that we will offer and sell up to $15,000,000 of the Units hereby.

Offering price per share: Unit:

We will offer the Units in a price range of between $9.00 and $11.00 per Unit. The actual offering price of the Units will be determined between the underwriters and the Company at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore, the assumed public offering price used throughout this prospectus of $10.00 per Unit (the midpoint of the price range for the Units) may not be indicative of the actual public offering price of the Units at the closing of this Offering.

Description of the Warrant:

Each Unit Warrant is exercisable for one share of Common Stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our Common Stock as described herein. The exercise price of the Warrant is $11 per share (110% of the public offering price per Unit). A holder may not exercise any portion of a Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of the outstanding Common Stock after exercise, as such percentage ownership is determined in accordance with the terms of the Warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. Each Warrant will be exercisable immediately upon issuance and will expire five years after the initial issuance date. The terms of the Warrant will be governed by a Warrant Agency Agreement, dated as of the effective date of this Offering, between us and VStock Transfer LLC, as the warrant agent (the "Warrant Agent"). This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Warrants. For more information regarding the Warrants, you should carefully read the section titled "Description of the Securities - Warrants Issued in This Offering" in this prospectus.

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We have granted a 45-day option to the underwriter to purchase up to [ ] additional shares of common stock equal to 15% of the shares in this offering) at the public offering price per share, less the underwriting discounts payable by us, solely to cover over-allotments, if any.

We have granted the underwriters an option, exercisable for 45 days after the date of this prospectus, to purchase up to an additional 225,000 shares of Common Stock and/or up to an additional 1,500,000 Warrants, in any combination thereof, at the public offering price per share of Common Stock equal to the public offering price per Unit minus $0.01 and a price per Warrant of $0.01, respectively, less, in each case, the underwriting discounts payable by us, in any combination solely to cover over-allotments, if any (the "Over-Allotment Option").

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shares of Series X Super Voting Preferred Stock having 10,000 votes per share when voting together with the Common Stock, all of which are owned by Mr. La Rosa.

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shares of common stock; and

shares of Common Stock (assuming the sale of 1,500,000 Units at $10.00 per Unit (the midpoint of the price range of the Units offered hereby); and shares of Series X Super Voting Preferred Stock having 10,000 votes per share, when voting together with the Common Stock, all of which are owned by Mr. La Rosa.

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Our Founder, Chief Executive Officer, President and Chairman, Joseph La Rosa, currently holds 100% of the outstanding Common Stock of the Company and 2,000 shares of Series X Super Voting Preferred Stock having 10,000 votes per share when voting together with the Common Stock. Mr. La Rosa will maintain control of the Company after this Offering, including the election of our directors and the approval of any change in control transaction. See the sections titled, "Security Ownership of Certain Beneficial Owners and Management" and "Description of Capital the Securities - Preferred Stock" for additional information.

We estimate that we will receive net proceeds of approximately $ [ ] million $12,800,000 from our sale of shares the Units in this Offering, after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use the net proceeds we receive from this Offering for general corporate purposes, which may include financing our growth by acquiring more agents at a faster pace (10%), developing new services (10%), funding capital expenditures (20%), acquisitions of controlling interest in a number of our franchisees (10%), the acquisition of other independent real estate brokerages, title insurance agencies, mortgage brokerages and other complementary businesses (30%), and the purchase and acquisition of proprietary technology (20%). See "Use of Proceeds" for more information.

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The registration statement of which this prospectus is a part also registers for sale warrants (the "Representative's Warrants") to purchase up to six percent (6.0%) of the shares of our Common Stock sold in this Offering to Maxim Group LLC (the "Representative"), as a portion of the underwriting compensation in connection with this Offering. The Representative's Warrants will be exercisable at any time, and from time to time, in whole or in part, during the period commencing 180 days from the first day of the sales of the public equity securities and expiring five years from the effective date of the Offering at an exercise price of $ [*] ] (110% of the assumed public offering price per share). Unit). Please see "Underwriting-Representative's "Underwriting - Representative's Warrants" on page [ ] 110 of this prospectus for a description of these Warrants.

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In connection with this Offering, the underwriters will receive an underwriting discount equal to seven percent (7.0%) of the offering price of the shares Units in the this Offering. In addition, we have agreed to: (i) reimburse certain accountable expenses of the Representative, (ii) reimburse pay the Representative for certain expenses incurred relating to this offering including a non-accountable expense allowance equal to one percent (1%) of the aggregate public offering price of the common stock Units in this Offering, and (iii) a right of first refusal to act as our underwriter in future offerings; (iv) and (v) indemnify the underwriters for certain liabilities in connection with this Offering. See "Underwriting" starting on page [ ] 109 of this prospectus.

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We have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol "LRHC" and to have our Warrants listed under the symbol "[*]." No assurance can be given that our Nasdaq listing application will be approved, or that a trading market will develop for our Common Stock and/or Warrants. We will not proceed with this Offering if our application to list our Common Stock on Nasdaq is not approved.

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We, and our directors and officers, have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock, subject to certain exceptions, for a period of 180- days after the date of this prospectus, which restriction may be waived in the discretion of the Representative. See "Underwriting-Lock-Up Agreements" on page [ ] of this prospectus.

have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company for a period of twelve months after the closing date of this Offering without the prior written consent of the Representative. Our directors, officers and holders of five percent (5%) or more of our Common Stock as of the effective date of the registration statement of which this prospectus is a part (and all holders of securities exercisable for or convertible into shares of Common Stock) have agreed, for a period of six months after the Offering is completed, that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company without the Representative's prior written consent, including the issuance of shares of Common Stock upon the exercise of currently outstanding options approved by the Representative, which restriction may be waived in the discretion of the Representative. See "Underwriting-Lock-Up Agreements" on page 111 of this prospec tus.

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Investing in our Securities involves

Investing in our securities involves a high degree of risk and purchasers of our Securities may lose their entire investment. See "Risk Factors" starting on page [ ] 15 and the other information included and incorporated by reference into this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our securities.

Transfer Agent and Warrant Agent:

VStock Transfer, LLC.

The actual number of shares Units we will offer will

will be determined based on the actual public offering price.

(1) The number of shares of Common stock to be outstanding immediately following this offering excludes:

The number of shares of common Stock to be outstanding immediately before this Offering excludes any shares of Common Stock issuable upon the mandatory conversion of the Convertible Promissory Notes issued by us to a number of investors in a private placement on August 18, between July 2021 and December 2021 at a conversion price equal to eighty percent (80%) of the initial offering price of a Unit.

(2) The number of shares of Common

Stock to be outstanding immediately following this Offering excludes:

[ ] 225,000 shares of Common Stock issuable upon the exercise of the Over-Allotment Option;

[*] ] shares of Common Stock issuable upon the exercise of the Representative's Warrants; and ● 200,000 shares of common stock issuable upon the exercise of the warrants granted to Exchange Listing, LLC, a consultant to the Company ("Consultant Warrants;

20,000 shares of Common Stock issuable upon the exercise of the warrants granted to Exchange Listing, LLC, a consultant to the Company (the "Consultant Warrants");

198,591 shares of Common Stock issuable upon the closing of this Offering to Exchange Listing, LLC, a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units) (the "Exchange Listing Shares");

40,000 shares of Common Stock underlying the stock options to be granted to director nominees;

2,000 shares of Common Stock issued to our Chief Technology Officer that will vest on February 1, 2023 ("Vesting Shares");

conversions of $496,000 of convertible

notes and $23,173 of interest into 64,897 shares of Common Stock based on an assumed offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus);

[*] shares of Common Stock to be issued to the owners of real estate brokerage businesses that we intend to acquire immediately after the closing of this Offering;

103,482 shares of Common Stock issuable upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 1,500,000 Units) ("COO Shares");

165,000 shares of Common Stock issuable upon the closing of this Offering to Mr. Brad Wolfe, the Company's Chief Financial Officer (based on an assumed sale of 1,500,000 Units) ("CFO Shares"); and ● 317,746 shares of Common Stock issuable upon the closing of this Offering to Bonilla Opportunity Fund I, a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units) (the "Bonilla Shares").

All share and per share information referenced

throughout this prospectus has been retroactively adjusted to reflect a 10-for-1 reverse stock split of our issued and outstanding Common Stock effected on March 21, 2022 (the "Reverse Stock Split"). Any fractional shares resulting from the Reverse Stock Split have been rounded up to the nearest whole share.

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under the Company's 2021 Equity Compensation Plan;

● no exercise of any options under the Company's 2022 Equity Incentive Plan;

● no exercise of the Representative's Warrants;

● no exercise of the Over-Allotment Option;

● no exercise of the Consultant Warrants;

no exercise of the stock options to be granted to director nominees;

no issuance of the Exchange Listing Shares;

no issuance of the Bonilla Shares;

no issuance of the CFO Shares;

no issuance of the COO Shares; and

no issuance of the Vesting Shares.

Summary financial data 10 changes

You should read the following

following selected financial data together with our financial statements and the related notes thereto included elsewhere in this prospectus and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" Section of this prospectus. We have derived the statement of operations data for the years ended December 31, 2020 2021 and 2019 2020 and the balance sheet data as of December 31, 2020 2021 and 2019 2020 from our audited financial statements included elsewhere in this prospectus.

In The opinion of management, the unaudited data reflects all adjustments, consisting only of normal recurring adjustments, necessary share and per share amounts for a fair presentation all periods reflect the completion of the financial information in those statements. Reverse Stock Split, which was effected on March 21, 2022. Our historical results are not necessarily indicative of the results that should be expected in the future and the results for the year ended December 31, 2020 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 2022 or any other future period.

Combined Consolidated Summary of Operations

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Combined Consolidated Balance Sheet

Working capital (deficit)

Total stockholder's equity (deficit)

The pro forma column in

in the balance sheet data above gives effect to (1) the sale of Securities for cash in this Offering at the assumed public offering price of $10.00 per Unit, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (the seven percent (7%) underwriters' discount, one percent (1%) non-accountable expense and $1,000,000 of estimated offering costs, of which $546,911 was included in deferred offering costs as of December 31, 2021), in the total amount of $2,200,000, as if the sale of the Units had occurred on December 31, 2021 and (2) the mandatory conversion convertible notes and accrued interest in the amount of $391,824, net of unamortized discount of $127,350 and the elimination of the derivative liability of $141,672 due to the embedded conversion feature of the convertible notes.

the balance sheet data above gives effect to the sale of securities for cash in this offering at the assumed public offering price of $[ ] per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (of seven percent (7%) underwriters discount, one percent (1%) non-accountable expense and $[ ] of estimated offering costs), in the total amount of $[ ], as if the sale had occurred on December in the assumed public offering price of $[ ] $10.00 per share Unit (the midpoint of the price range set forth on the cover page of this prospectus), would increase (decrease) our stockholders' equity, as adjusted, after this Offering by approximately $[ ] $1.4 million, assuming that the number of shares Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of securities we are offering. An increase Each $1.00 decrease of [ ] in the number of shares offered by us at the assumed public offering price of $[ ] $10.00 per share Unit (the midpoint of the price range set forth on the cover page of this prospectus), would increase decrease our stockholders' equity, as adjusted, after this Offering by approximately $[ ], $1.4 million, assuming that the assumed public offering price number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase of 100,000 Units in the number of Units offered by us at the assumed initial public offering price per share of $10.00 per Unit would increase the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $900,000. Each decrease of 100,000 Units in the number of Units offered by us at the assumed initial public offering price per share of $10.00 per Unit would decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $900,000.

Forward-looking statements 6 changes

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Except as required by law,

we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments.

might not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus, particularly under "Risk Factors" starting on page [ ] 15 of this prospectus and the documents incorporated herein that we believe could cause actual results or events to differ materially from the forward-looking statements that we make.

You should read this prospectus

prospectus and the documents that we have filed as exhibits to this prospectus completely and with the understanding that our actual future results may be materially different from what we expect.

by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus. You also should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before deciding to purchase our common stock, Units, you should carefully consider the risk factors discussed in this prospectus.

Risk factors 209 changes

Our business is subject to many risks and

and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our Common Stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision.

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spread across the globe and is impacting economic activity worldwide. The pandemic poses significant risks to our business and our employees, franchisees and agents. The COVID-19 pandemic negatively impacted our business and that of our franchisees in 2020.

In the spring 2020, the

We applied for and received

the COVID-19 pandemic have caused and will likely continue to cause significant disruption to our real estate market, and the severity and duration of these impacts on future financial performance and results of operations remain uncertain.

The COVID-19 pandemic has

has spread across the globe and is impacting economic activity worldwide. The pandemic poses significant risks to our business and our employees, franchisees and agents. The COVID-19 pandemic negatively impacted our business and that of our franchisees in 2020. The pandemic poses the risk of an extended disruption to our business, that of our franchisees and other business partners, and the housing market generally, due to the impact of the disease itself, actions intended to limit or slow its spread, and other factors. These include government imposed lockdowns, restrictions on travel or transportation, social distancing requirements, limitations on the size of gatherings, policies that ban or severely limit in-person showings of properties, closures of work facilities, schools, public buildings and businesses, cancellation of events, curtailing other activities and quarantines.

the pandemic resulted in a significant slowing of residential real estate listings and sales as the population in our market areas endured business shutdowns, work from home requirements, shortages of consumer staples and a general retreat from normal day-to-day social interactions. This slow down, however, reversed in mid-2020, resulting in a substantial increase in listings and sales, which has continued through the date of this prospectus due to a large migration of home buyers from other states.

received Federal government grants ("Economic Injury Disaster Loan Advances") totaling $12,000, Economic Injury Disaster Loan's totaling $365,100, and received loans totaling $209,200 under the Federal Government's Paycheck Protection Program. We are currently applying for forgiveness on the Paycheck Protection Program loans, but cannot be assured that such loans will be forgiven by the U.S. Small Business Administration. None of those funds were provided to our sales agents or franchisees.

We are currently applying for forgiveness on the Paycheck Protection Program loans, but cannot be assured that such loans will be forgiven by the U.S. Small Business Administration. None of those funds were provided to our sales agents or franchisees.

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Business disruptions due

due to the pandemic may continue, particularly if stringent mitigation actions by government authorities are put in place or remain in place for a significant amount of time. The future impact of the COVID-19 pandemic on our liquidity, financial condition and results of operations is unknown, and its impact may be variable over time as government regulations, market conditions and consumer behavior changes in response to developments with respect to the pandemic.

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

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

The residential real estate

estate market tends to be cyclical and typically is affected by changes in general economic conditions which are beyond our control.

market tends to be cyclical and typically is affected by changes in general economic conditions which are beyond our control. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets, levels of unemployment, consumer confidence and the general condition of the U.S. and the global economy. The residential real estate market also depends upon the strength of financial institutions, which are sensitive to changes in the general macroeconomic environment.

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Any of the following could

could be associated with cyclicality in the housing market by halting or limiting the current growth in the housing market, and have a material adverse effect on our business by causing periods of lower growth or a decline in the number of home sales and/or home prices which, in turn, could adversely affect our revenue and profitability:

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The monetary policy of

We may fail to successfully

We intend to pursue a number

of the U.S. government, and particularly the Federal Reserve Board, which regulates the supply of money and credit in the U.S., significantly affects the availability of financing at favorable rates and on favorable terms, which in turn affects the domestic real estate market. Policies of the Federal Reserve Board can affect interest rates available to potential homebuyers. Further, we will be adversely affected by any rising interest rate environment. Changes in the Federal Reserve Board's policies, the interest rate environment and mortgage market are beyond our control, are difficult to predict and could restrict the availability of financing on reasonable terms for homebuyers, which could have a material adverse effect on our business, results of operations and financial condition. We review all aspects of the current state of legislation, regulations and policies affecting the domestic real estate market and cannot predict whether or not such legislation, regulation and policies may result in increased down payment requirements, increased mortgage costs, and result in increased costs and potential litigation for housing market participants, any of which could have a material adverse effect on our financial condition and results of operations.

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

a number of different strategies to grow our revenue and earnings. However, we may not be able to successfully execute these strategies.

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The failure to attract

The success of our franchisees

In addition, if we are

We might not be able

manage our growth, our brand could suffer. In order to successfully expand our business, we must effectively recruit, develop and motivate new franchisees and new agents and employees, and we must maintain the beneficial aspects of our three pillars philosophy.

manage our growth, our brand could suffer. In order to successfully expand our business, We must effectively recruit, develop and motivate new franchisees, and we must maintain the beneficial aspects of our three pillars philosophy. We may not be able to hire new agents or employees and our franchisees may not be able to recruit new agents necessary to manage our growth quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully develop our franchisees, our franchisee, agent and employee morale, productivity and retention could suffer, and our brand and results of operations could be harmed. These improvements could require significant capital expenditures and place increasing demands on our management. We may not be successful in managing or expanding our operations or in maintaining adequate financial and operating systems and controls. If we do not successfully manage these processes, our results of operations, financial condition and prospects could be adversely affected.

If we do not successfully manage these processes, our results of operations, financial condition and prospects could be adversely affected.

attract and retain highly qualified franchisees and to acquire and open new corporate offices could compromise our ability to pursue our growth strategy.

franchisees depends largely on the efforts and abilities of franchisees and their agents, which are subject to numerous factors, including the fees or sales commissions they receive, and our ability to train and oversee their operations to ensure that they provide the quality service promoted by our brands. If our franchisees do not continue to believe in the value proposition we offer with our brand, believe that we are overcharging them for the services we provide, or, for other reasons decide not to renew their franchise agreements with us, our business may be materially adversely affected. Additionally, if our franchisees are not successful, they will fail to attract and retain productive agents and will fail to generate the revenue necessary to pay the contractual fees and dues owed to us.

are unable to organically increase the number of, and acquire new, corporate realty offices in the future, our growth will stagnate and we could lose high producing agents to other competing brokerages, all of which would have a material adverse effect on our results of operations, financial condition and prospects.

be able to attract and retain additional qualified agents and other personnel.

In order to grow our business,

business, we must attract and retain highly qualified agents and other personnel. In particular, we compete with both national and local real estate brokerages for qualified agents who manage our operations in each state and who are our on-the-ground representatives.

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We compete against national

brokerage business is subject to competitive pressures.

We might have difficulty in finding, hiring and retaining highly skilled personnel with appropriate qualifications. Many of the companies with whom we compete for experienced personnel have greater resources than we do. In addition, in making decisions about where to work, in addition to cash compensation, people often consider the value of the stock options or other equity incentives they receive. We currently have an equity incentive a plan to offer stock incentives to our employees and our agents that we believe is competitive with plans offered by other publicly traded real estate brokerage companies. However, if those plans fail to encourage new hires or to motivate our existing staff, we may fail to attract new personnel or fail to retain our current personnel which would severely harm our growth prospects.

the residential real estate franchising business is intense and may adversely affect our financial performance.

national and international real estate brokerage franchisors as well as smaller franchisors. Our products are the brands we sell and their reputation in the marketplace. Potential franchisees, when shopping for a brand, look to see the level of support that they can receive compared to the fees and dues that they will have to pay. This is our value proposition. While the national and international brands far exceed us in financial resources, geographic coverage, marketing ability and infrastructure, we believe that our "family-oriented" style of business, based on our three pillars philosophy, is a strong selling point. So, while competing franchisors may offer franchisees monthly ongoing fees that are lower than those we charge, or that are more attractive in particular market environments, we believe that our "high touch" approach is able to overcome many of the factors that competitors sell. Corporate-owned competitors compete primarily on the basis of commission payments to their agents. While we believe that we are competitive in that market, our brand is not as strong as competitors who have been in the market longer and have the financial wherewithal to promote themselves in the media. Our largest competitors in this industry in the U.S. include RE/MAX Holdings, Inc., Keller Williams Realty, Inc., HomeSmart, Realogy Holdings, Corp., which franchises the Coldwell Banker and Century 21 brands, Berkshire Hathaway Homes, among others. See "Prospectus Summary- Competition" and "Business - Competition." brokerage business is subject to competitive pressures.

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Our franchise operations

operations are subject to additional business risks.

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Our operating results

A significant increase

As of 2020, NAR estimated

The real estate brokerage

results are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of successive quarters difficult.

The residential real estate

estate industry is subject to seasonality. Sales activity is typically stronger in the spring and summer months when school is not in session compared to the fall and winter seasons. This is true even in the Southeastern U.S. where weather patterns do not change significantly with the seasons. However, extreme weather does affect our business by keeping people focused on matters other than home buying. We have historically experienced lower revenues during the fall and winter seasons, as well as during periods of unseasonable weather, which reduces our operating income, net income, operating margins and cash flow. Real estate listings precede sales and a period of poor listings activity will negatively impact revenue. Our revenue and operating margins each quarter will remain subject to seasonal fluctuations, which may make it difficult to compare or analyze our financial performance effectively across successive quarters.

increase in private sales of residential property, including through the internet, could have a material adverse effect on our business, prospects and results of operations.

of 2021, NAR estimated that eighty nine percent (89%) of homes in 2020 were sold ten home sellers worked with the assistance of a realtor real estate agent to sell their home, which was consistent across all age groups [5] and 5.64 million 6.1million existing homes were sold in in 2021, up from 5.6 million in 2020 according to Statista Research (February 22, 2022). Although the NAR survey indicates that the percentage of sales using agents has increased in recent years, a significant increase in the volume of private sales due to, for example, increased access to the internet and the proliferation of websites that facilitate such sales, and a corresponding decrease in the volume of sales through real estate agents could have a material adverse effect on our business, prospects and results of operations.

brokerage business is highly regulated and any failure to comply with such regulations or any changes in such regulations could adversely affect our business.

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estate brokerage business and our franchising business are highly regulated and must comply with Federal and state the requirements governing the licensing and conduct of real estate brokerage and brokerage-related businesses and franchising in the jurisdictions in which we and they do business. These laws and regulations contain general standards for and prohibitions on the conduct of real estate brokers and agents, including those relating to licensing of brokers and agents, fiduciary and agency duties, administration of trust funds, collection of commissions, advertising and consumer and franchising disclosures. Under state law, the franchisees and our real estate brokers have certain duties to supervise and are responsible for the conduct of their brokerage business.

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We are also subject to

estate brokerage business and our franchisees (excluding commercial brokerage transactions) must comply with the Real Estate Settlement Procedures Act (or ( "RESPA"). RESPA and comparable state statutes, among other things, restrict payments which real estate brokers, agents and other settlement service providers may receive for the referral of business to other settlement service providers in connection with the closing of real estate transactions. Such laws may to some extent restrict preferred vendor arrangements involving our franchisees and our Company owned brokerage business. RESPA and similar state laws also require timely disclosure of certain relationships or financial interests that a broker has with providers of real estate settlement services. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act (or (the "Dodd Frank Act") contains the Mortgage Reform and Anti-Predatory Lending Act or (the "Mortgage Act"), which imposes a number of additional requirements on lenders and servicers of residential mortgage loans, by amending certain existing provisions and adding new sections to RESPA and other federal laws.

to various other rules and regulations such as:

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5 https://www.nar.realtor/sites/default/files/documents/2021-home-buyers-and-sellers-generational-trends-03-16-2021.pdf the sale of franchises is regulated by various state laws as well as by the Federal Trade Commission (or (the "FTC") that generally require that franchisors make extensive disclosure to prospective franchisees and several states have "franchise relationship laws" or "business opportunity laws" that limit the ability of franchisors to terminate franchise agreements or to withhold consent to the renewal or transfer of these agreement;.

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consumer fraud statutes that are broadly written.

Federal, state and local

laws and regulations in jurisdictions outside the U.S. in which we do business; and consumer fraud statutes that are broadly written.

local regulatory authorities also have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend our Company owned brokerages or our franchisees from carrying on some or all of our activities or otherwise penalize them if their financial condition or our practices were found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. Our failure to comply with any of these requirements or interpretations could limit our ability to renew current franchisees or sign new franchisees or otherwise have a material adverse effect on our operations.

We might not be aware of

of all the laws, rules and regulations that govern our business, or be able to comply with all of them, given the rate of regulatory changes, ambiguities in regulations, contradictions in laws and regulations between jurisdictions, and the difficulties in achieving both company-wide and region-specific knowledge and compliance. If we fail, or we have been alleged to have failed, to comply with any existing or future applicable laws, rules and regulations, we could be subject to lawsuits and administrative complaints and proceedings, as well as criminal proceedings. Our noncompliance could result in significant defense costs, settlement costs, damages and penalties.

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Our operations are affected

and environmental risks could increase our costs and subject us to liability.

affected by Federal, state and/or local environmental laws in the countries in which we operate, and we may face liability with respect to environmental issues occurring at properties we manage or occupy. We may face costs or liabilities under these laws r as a brokerage company if our agents violate applicable disclosure laws and regulations or as a result of our agents' role as a property manager. The impact of climate change presents a significant risk. Damage to assets caused by extreme weather events linked to climate change is becoming more evident, highlighting the fragility of global infrastructure. We believe that the effects of climate change will increasingly impact our own operations and those of properties we manage, especially when they are in coastal cities. The impact includes the relative desirability of locations and the cost of operating and insuring acquired properties.

The impact includes the relative desirability of locations and the cost of operating and insuring acquired properties. Many countries outside the U.S. are enacting stricter regulations to protect the environment and preserve their natural resources. Firms also may face several layers of national and regional regulations. The risks may not be limited to fines and the costs of remediation.

We also may face several layers of national and regional regulations. The risks may not be limited to fines and the costs of remediation.

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We have franchisees located

We have a franchisee

located in Peru. and Turkey. For the year ended December 31, 2020, 2021, revenue from these operations represented less than two one percent (2.0%) (1.0%) of our total revenue. Our international operations are subject to risks that are different from those of our U.S. operations that could result in losses against which we are not insured and therefore affect our profitability. Those international risks include:

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Our future success is largely

Based on our common stock

is largely dependent on the efforts and abilities of our Founder, Chief Executive Officer, President and Chairman, Joseph La Rosa, our senior management and other key employees. The loss of the services of Mr. La Rosa and other senior management would have a significant detrimental effect on the Company as its brand is tied to his name, image and personality. While We do not maintain key employee life insurance policies on Mr. La Rosa or our other senior management and therefore their loss could make it more difficult to successfully operate our business and achieve our business goals. As a result, we may not be able to cover the financial loss we may incur in losing the services of any of these individuals.

Our ability to retain our

our employees is generally subject to numerous factors, including the compensation and benefits we pay, the mix between the fixed and variable compensation we pay our employees and prevailing compensation rates. As such, we could suffer significant attrition among our current key employees. Competition for qualified employees in the real estate franchising industry is intense. We may be unable to retain existing employees that are important to our business or hire additional qualified employees. The process of locating employees with the combination of skills and attributes required to carry out our goals is often lengthy. We cannot assure you that we will be successful in attracting and retaining qualified employees.

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and 129 more changes in the filing

Capitalization 27 changes

The following table sets

on an actual basis; and

sets forth our cash and our capitalization as of December 31, 2020: 2021:

on a pro forma basis, to reflect

mandatory conversions of convertible notes and accrued interest in the amount of $391,824, net of unamortized discount of $127,350 and the elimination of the derivative liability of $141,672 due to the embedded conversion feature of the convertible notes 64,897 shares of Common Stock based on an assumed offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus);

on a pro forma as adjusted basis to give effect to our assumed sale of [ ] shares of common stock 1,500,000 Units in this Offering at an assumed initial public offering price of $[ ] $10.00 per share Unit (the midpoint of the price range set forth on the cover page of this prospectus) after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the application of the net proceeds as described under "Use of Proceeds" and not reflecting the exercise of the underwriters' overallotment option or the exercise of the Warrants that are part of the Units.

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(in thousands, except share data)

of our cash and capitalization following the completion of this Offering is illustrative only and will change based on the actual public offering price, the actual number of Units offered and other terms of this Offering determined at pricing. You should read this table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes appearing elsewhere in this prospectus.

As of December 31, 2020 2021

Convertible debt net of discounts of $127,350

Derivative liability

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Preferred stock, $0.0001 par value, 50,000,000 shares authorized and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding, actual; 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding pro forma and pro forma as adjusted - - - Common stock, $0.0001 par value per share, 250,000,000 shares authorized, 3,000,000 shares issued, and outstanding, actual; 3,064,897 shares issued and outstanding, pro forma, and 4,564,897 shares pro forma as adjusted $ - - - Additional paid-in capital $ 425 1,086 13,885 Accumulated deficit $ (1,739 ) (1,866 ) (1,866 ) Total stockholders' equity (deficit) $ (1,314 ) (780 ) 12,019 Total capitalization $ (780 ) (780 ) 12,019 The table above and discussion above assumes no exercise of the Warrants offered and sold in this Offering as part of the Units. The number of shares of our Common Stock to be outstanding after this Offering excludes:

(2) The number of shares of Common

Stock to be outstanding immediately following this Offering excludes:

225,000 shares of Common Stock issuable upon the exercise of the Over-Allotment Option;

[*] shares of Common Stock issuable upon the exercise of the Representative's Warrants;

20,000 shares of Common Stock issuable upon the exercise of the warrants granted to Exchange Listing, LLC, a consultant to the Company (the "Consultant Warrants");

198,591 shares of Common Stock issuable upon the closing of this Offering to Exchange Listing, LLC, a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units) (the "Exchange Listing Shares");

2,000 shares of Common Stock issued to our Chief Technology Officer that will vest on February 1, 2023;

40,000 shares of Common Stock underlying the stock options to be granted to director nominees;

conversions of $496,000 of convertible notes and $23,173 of interest into 64,897 shares of Common Stock based on an assumed offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus);

[*] shares of Common Stock to be issued to the owners of real estate brokerage businesses that we intend to acquire immediately after the closing of this Offering;

103,482 COO Shares issuable upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 1,500,000 Units);

165,000 CFO Shares of Common Stock issuable upon the closing of this Offering to Mr. Brad Wolfe, the Company's Chief Financial Officer (based on an assumed sale of 1,500,000 Units); and ● 317,746 Bonilla Shares of Common Stock issuable upon the closing of this Offering to Bonilla Opportunity Fund I, a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units).

Preferred stock, $0.0001 par value, 50,000,000 shares authorized and 2,000 shares in the assumed initial public offering price of Series X Super Voting Preferred Stock issued and outstanding, actual; 2,000 shares $10.00 per Unit (the midpoint of Series X Super Voting Preferred Stock issued and outstanding pro forma and the price range set forth on the cover page of this prospectus) would increase the pro forma as adjusted - Common stock, $0.0001 par value per share, 250,000,000 shares authorized, 30,000,000 shares issued, 30,000,000 shares outstanding, actual; 250,000,000 shares authorized, shares issued and outstanding, pro forma, amount of each of cash and shares pro forma as adjusted $ 3 cash equivalents, additional paid-in paid in capital, $ (3 ) Accumulated deficit $ (1,227 ) total stockholders' equity (deficit) $ (1,227 ) and total capitalization $ (332 ) by approximately $1.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase decrease in the assumed initial public offering price of $10.00 per share Unit (the midpoint of the price range set forth on the cover page of this prospectus) would increase decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $[ ] $1.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares 100,000 Units in the number of shares Units offered by us at the assumed initial public offering price per share of $[ ] $10.00 per share Unit would increase the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $900,000. Each decrease of 100,000 Units in the number of Units offered by us at the assumed initial public offering price per share of $10.00 per Unit would decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $[ ] million. $900,000.

The share and per share

amounts for all periods set forth in this prospectus reflect the completion of the Reverse Stock Split, which was effected on March 21, 2022.The number of shares of our Common Stock outstanding in the table above excludes [ ] 2,500,000 shares of Common Stock available for future issuance under our 2022 Equity Incentive Plan as of the date of this prospectus. and $536,000 of convertible promissory notes which convert into [__] shares of our common stock at the closing of this initial public offering.

Dilution 41 changes

We calculate net tangible book value per share by dividing the net tangible book value (tangible assets less total liabilities) by the number of outstanding shares of our common stock.

Our historical net tangible

After giving effect to

The following table illustrates

If you invest in our common

stock Units in this Offering, your interest in our Common Stock will be diluted to the extent of the difference between the initial public offering price per share of our Common Stock and the pro forma as adjusted net tangible book value per share of our Common Stock after this Offering. We calculate net tangible book value per share by dividing the net tangible book value (tangible assets less total liabilities) by the number of outstanding shares of our Common Stock.

tangible book value (deficit) as of December 31, 2020 2021 was $95,879 ($1,860,430) or $0.00 ($0.62) per share of Common Stock, based on 30,000,000 3,000,000 shares of our Common Stock outstanding.

to (1) our sale of [ ] 1,500,000 shares of our Common Stock by us in this Unit Offering at an assumed initial public offering price of $[ ] $9.99 per share (the midpoint of the price range set forth on the cover page of this prospectus less $0.01), less the estimated underwriting discounts and commissions and the estimated offering expenses, payable by us, and (2) the mandatory conversion of convertible notes and accrued interest in the amount of $391,824, net of unamortized discount of $127,350 and the elimination of the derivative liability of $141,672 due to the embedded conversion feature of the convertible notes, our pro forma as adjusted net tangible book value as of December 31, 2020, 2021, would be $[ ], $11,473,066, or $[ ] $2.55 per share. This represents an immediate increase in the pro forma as adjusted net tangible book value of $[ ] $3.17 per share to existing stockholders and an immediate dilution of $[ ] $7.45 per share to investors purchasing shares in this Offering.

illustrates this per share dilution (1) :

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Increase per share attributable to this offering

[ ] shares of common stock issuable upon exercise of the Consultant Warrants; and ● $536,000 of convertible promissory notes which convert into [ ] shares of our common stock at the closing of this initial public offering.

If the underwriters exercise their option

The following table shows,

Historical net tangible book value per share as of December 31, 2020 2021

Increase in net tangible book value per share attributable to new investors $ 3.17 Pro forma as adjusted net tangible book value per share after this the offering $ [ ] Net tangible book value 2.55 Dilution per share to new investors in this offering $ 7.45 (1) Does not include:

● ] 90,000 shares of Common Stock issuable upon exercise of the Representative's Warrants;

of the Representative's Warrants;

● ] 225,000 shares of Common Stock issuable upon exercise of the Over-Allotment Option;

of the Over-Allotment Option;

● 20,000 shares of Common Stock issuable upon exercise

of the Consultant Warrants;

● 198,591 Exchange Listing Shares issuable upon the closing

of this Offering to maintain a 2.5% ownership interest to Exchange Listing, LLC, a consultant to the Company as a result of the anti-dilution feature in its consulting agreement (based on an assumed offering of 1,500,000 Units);

● 103,482 COO Shares issuable upon the closing of this

Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 1,500,000 Units);

● 165,000 CFO Shares of Common Stock issuable upon the

closing of this Offering to Mr. Brad Wolfe, the Company's Chief Financial Officer (based on an assumed sale of 1,500,000 Units);

● 317,746 Bonilla Shares stock issuable upon the closing

of this Offering to maintain a 4.0% ownership interest to Bonilla Opportunity Fund I, a consultant to the Company as a result of the anti-dilution feature in its consulting agreement (based on an assumed offering of 1,500,000 Units); and ● 2,000 shares of Common Stock issued to our Chief Technology Officer that will vest on February 1, 2023;

● 40,000 shares of Common Stock underlying the stock

options to be granted to director nominees;

● conversions of $496,000 of convertible notes and $23,173

of interest into 64,897 shares of Common Stock based on an assumed offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus);

● [*] shares of Common Stock to be issued to the owners

of real estate brokerage businesses that we intend to acquire immediately after the closing of this Offering;

The share and per share amounts for all

periods reflect the completion of the 10 for 1 Reverse Stock Split, which was effected on March 21, 2022.

exercise their option in full, the pro forma as adjusted net tangible book value per share as of December 31, 2020, 2021 after giving effect to this Offering would be approximately $[ ] $2.87 per share, and the dilution in net tangible book value per share to investors in this Offering would be approximately $[ ] $7.13 per share.

shows, as of December 31, 2020, 2021, the difference between the number of shares of Common Stock purchased from us (as a part of the Units in the public offering), the total consideration paid to us and the average price paid per share by existing stockholders and by investors purchasing shares of our Common Stock as part of the Units in this Offering:

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Each $1.00 increase (decrease)

(decrease) in the assumed public offering price per share of common stock Unit would increase (decrease) the pro forma as adjusted net tangible book value by $[ ] $0.31 per share (assuming no exercise of the underwriters' option to purchase additional shares) and the net tangible book value dilution to investors in this Offering by $[ ] $0.69 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

Dividend policy 14 changes

We have not paid any cash

cash dividends on our Common Stock to date, and our board of directors intends to continue a policy of retaining earnings, if any, for use in our operations. We are organized under the Nevada Revised Statutes, which prohibits the payment of a dividend if, after giving it effect, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved, to satisfy the preferential rights upon dissolution of any preferred stockholders. Any determination by our board to pay dividends in the future to stockholders will be dependent upon our operational results, financial condition, capital requirements, business projections, general business conditions, any debt related financial covenants, statutory and regulatory restrictions and any other factors deemed appropriate by our board.

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As of December 16, 2021,

our Common Stock has not been listed on any stock exchange or quoted on any over-the-counter market or quotation system and there has been no public market for our Common Stock or our Warrants. We have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol "LRHC" and our Warrants listed under the symbol "[*]" which listing is a condition to this Offering. For more information see the section " Risk Factors ."

As of April [*], 2022,

30,750,000 3,000,000 shares of Common Stock are issued and outstanding and held by two stockholders one stockholder of record.

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$536,000 of convertible promissory notes which convert into [ ] shares of our common stock at the closing of this initial public offering.

2,000 shares of Series X Super Voting Preferred Stock held by Mr. La Rosa, our principal executive officer; and ● $496,000 of convertible promissory notes and $23,173 of accrued interest which convert into 64,897 shares of our Common Stock at the closing of this initial public Offering (based on the assumed initial public offering price of $10.00 per Unit).

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We intend to adopt the

the 2022 Equity Incentive Plan (the "2022 Plan"), which will be effective the day prior to the listing of our Common Stock on Nasdaq. The 2022 Plan allows the compensation committee to make equity-based and cash-based incentive awards to our officers, employees, directors and other key persons (including consultants). The types of awards permitted under the Plan include nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards.

We have reserved ______________ 2,500,000

shares of Common Stock issuable under the 2022 Plan as adjusted for the 10 for 1 Reverse Stock Split on March 21, 2022. This number is subject to adjustment in the event of a sub-division, consolidation, share dividend or other change in our capitalization.

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The shares underlying any

any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of shares, expire or are otherwise terminated (other than by exercise) under the 2022 Plan will be added back to the shares available for issuance under the 2022 Plan.

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MD&A 138 changes

our financial condition and results of operations should be read in conjunction with our "Selected Combined Financial Data" and our combined financial statements, the accompanying notes, and other financial information included elsewhere in this prospectus.

This discussion contains forward-looking statements that involve risks and uncertainties, such as our plans, estimates, and beliefs.

We are the holding company

The following discussion and analysis of

of our financial condition and results of operations should be read in conjunction with our "Selected Consolidated Financial Data" and our consolidated financial statements, the accompanying notes, and other financial information included elsewhere in this prospectus. The share and per share amounts for all periods reflect the completion of the Reverse Stock Split, which was effected on March 21, 2022. This discussion contains forward-looking statements that involve risks and uncertainties, such as our plans, estimates, and beliefs. Our actual results could differ materially from those forward-looking statements below. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed under "Risk Factors" included elsewhere in this prospectus.

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

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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, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have five La Rosa Realty corporate real estate brokerage offices located in Florida, 28 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico, and an international La Rosa Realty franchised office in Peru. and in Turkey. Our real estate brokerage offices, both corporate and franchised, are staffed with more than approximately 2,380 licensed real estate brokers and sales associates.

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was organized in June 2021 by its founder, Mr. Joseph La Rosa, to become the holding company for five Florida limited liability companies in which Mr. La Rosa held a one hundred percent ownership interest: (i) La Rosa Coaching, LLC; (ii) La Rosa CRE, LLC; our commercial real estate division; (iii) La Rosa Franchising, LLC; (iv) La Rosa Property Management, LLC; and (v) La Rosa Realty, LLC (or Realty). The LLCs became direct, wholly-owned subsidiaries of the Company as a result of the closing of the Reorganization Agreement and Plan of Share Exchange, dated July 22, 2021, a copy of which is included as an exhibit to the registration statement of which this prospectus is a part.

(iii) La Rosa Franchising, LLC; (iv) La Rosa Property Management, LLC; and (v) La Rosa Realty, LLC. The LLCs became direct, wholly-owned subsidiaries of the Company as a result of the closing of the Reorganization Agreement and Plan of Share Exchange, dated July 22, 2021, a copy of which is included as an exhibit to the registration statement of which this prospectus is a part.

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The Exchange Transactions did not affect our operations, which we continue to conduct through our operating subsidiaries.

we amended and restated our Articles of Incorporation on July 29, 2021 such that: (i) we increased our total authorized capital stock to 300,000,000 shares, of which 50,000,000 shares were designated preferred stock and 250,000,000 shares were designated common stock; and (ii) authorized 2,000 shares of Series X Super Voting Preferred Stock that has 10,000 votes per share and votes together as a class with our Common Stock. We issued 30,000,000 3,000,000 shares of our Common Stock to Mr. La Rosa and all 2,000 shares of the Series X Super Voting Preferred Stock were issued to Mr. La Rosa in consideration of his past services to the combined entities. We refer to these steps this reorganization as the Exchange Transactions. The Exchange Transactions did not affect our operations, which we continue to conduct through our operating subsidiaries.

Prior to and through the

the date of the Exchange Transactions, Mr. La Rosa was the majority member in each of the LLCs. Therefore, the Exchange Transactions have been accounted for as acquisitions under common control and due to the similar nature of the entities, business, the financial statements for the year years ended December 31, 2021 and 2020 have been presented on a combined consolidated basis.

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The majority of our revenue

Our financial results are

are driven by the total number of sales agents in our Company, the number of sales agents closing commercial real estate transactions, the number of sales agents utilizing our coaching services, and the number of agents who work with our franchisees. We grew our total agent count from our founding in 2004 to approximately 2,380 agents as of the date of this prospectus.

revenue is derived from a 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, and (vii) fees from our events and forums. Our revenue streams are illustrated in the following chart:

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Percentage fees paid on agent-generated

Percentage fees paid on agent-generated residential real estate transactions. Other revenues earned upon occurrence (annual and monthly dues charged to our agents).

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our results for the periods presented in this "Management's Discussion and Analysis of Financial Condition and Results of Operations." The majority of our revenue is derived from fees and dues based on the number of agents working under the La Rosa Realty brand. Due to the low fixed cost structure of both our Company and franchise models, the addition of new sales agents generally requires little incremental investment in capital or infrastructure. Accordingly, the number of commission producing sales agents in our Company and our franchisees is the most important factor affecting our results of operations and the addition of new agents can favorably impact our revenue and our earnings before interest, taxes, depreciation and amortization (or ("EBITDA").

Historically, the number of agents in the residential real estate industry has been highly correlated with overall home sale transaction activity. We believe that the number of agents and those that produce commissions in our network is the primary statistic that drives our revenue. Another major factor is the cyclicality of the real estate industry that has peaks and valleys depending on macroeconomic conditions that we cannot control. And finally, our revenues fluctuate based on the changes in the aggregate fee revenue per sales agent as a significant portion of our revenue is tied to various fees that are ultimately tied to the number of agents, including annual dues, continuing franchise fees and certain transaction or service based fees. Our revenue per agent also increases in other ways including when transaction sides and transaction sizes increase since a portion of our revenue comes from fees tied to the number and size of real estate transactions closed by our agents. Given the low fixed cost structure of our franchise model, modest increases in revenue per sales agent can have a significant impact on our profitability. Our annual fee revenue per sales agent was $100 for the year years ended December 31, 2021 and 2020.

1 unchanged paragraph

Operating expenses include

include cost of revenue, selling, operating and administrative expenses, depreciation and amortization and the gains and losses on sales of assets. Set forth below is a brief discussion of some of the key operating expenses that impact our results of operations:

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In connection with the completion

More specifically, we expect our

the completion of this Offering, we may recognize certain compensation expenses including compensation expense of approximately $[ ] million $420,000 related the granting of vested restricted stock units with respect to [ ] 42,209 shares of our Common Stock to our senior executive officers, as described in "Executive Compensation-Equity Grants in Conjunction with this Offering". In addition, we expect to grant restricted stock units representing shares of our common stock to our employees and directors in connection with the completion of this offering under our 2022 Equity Incentive Plan and will incur a charge of $[ ] million related to stock-based compensation for the remainder of 2022. We will incur additional charges in the future related to additional equity grants under our 2022 Equity Incentive Plan. We also expect our selling, operating and administrative expenses to increase in the near-term as we add additional personnel and incur additional expenses that we did not incur as a private company, including costs related to becoming a public company and compliance with related governance and disclosure requirements.

In addition, we expect to grant restricted stock units representing shares of our Common Stock to our employees and directors in connection with the completion of this Offering under our 2022 Equity Incentive Plan and will incur a charge of $214,000 related to stock-based compensation for the remainder of 2022. We will incur additional charges in the future related to additional equity grants under our 2022 Equity Incentive Plan. We also expect our selling, operating and administrative expenses to increase in the near-term as we add additional personnel and incur additional expenses that we did not incur as a private company, including costs related to becoming a public company and compliance with related governance and disclosure requirements.

we expect our selling, operating and administrative expenses to increase related to obligations associated with becoming a public company including compliance with the Sarbanes-Oxley Act, as well as legal, accounting, tax and other expenses that we did not incur as a private company.

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Other income (expenses),

net include interest expense, interest income, foreign currency transactions gains and losses, losses on the early extinguishment of debt and equity change in earnings fair value of investees. derivatives.

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We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

The Company applies the

The Company records revenue

The Company serves as a

relates to critical accounting policies for our Company. The preparation of financial statements in conformity with generally accepted accounting principles (or ("GAAP") requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management's difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

the provision of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.

The application of these five steps necessitates the development of assumptions that require judgment.

revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

Real Estate Brokerage Services

Services (Residential)

as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. Revenue from real estate brokerage services (residential) mainly consists of commissions generated from real estate brokerage services.

licensed broker in The areas in which it operates for the purpose of processing residential real estate transactions. Revenue from real estate brokerage services (residential) mainly consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices price multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction.

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Business 153 changes

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Management 63 changes

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Executive and director compensation 77 changes

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Transactions with related persons 14 changes

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Principal stockholders 16 changes

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Material u.s. federal income tax considerations 46 changes

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Plan of distribution 80 changes

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Experts 2 changes

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Legal proceedings 107 changes

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Exhibits 11 changes

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Undertakings 3 changes

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