Stratum Holdings: securities offering (amended)

Cover page 71 changes

Exchange Commi ssion on December 14, 2022

As filed with the U.S. Securities and Exchange

Commission on January 6, 2023

6 unchanged paragraphs

(Exact name of registrant as specified in its

7 unchanged paragraphs

(Address, including zip code and telephone number,

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

5 unchanged paragraphs

Please send copies of all communications to:

7 unchanged paragraphs

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

Act of 1933, as amended (the "Securities Act"), check the following box.

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.

4 unchanged paragraphs

Indicate by check mark whether

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

4 unchanged paragraphs

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. ☐

1 unchanged paragraph

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

of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

1 unchanged paragraph

Completion, Dated December 14 , 2022

Subject to Completion,

Dated January 6, 2023

4 unchanged paragraphs

One Warrant to Purchase One Share of Common

This is the initial public

public offering by La Rosa Holdings Corp., a Nevada corporation (the "Company"). We are offering: an assumed 700,000 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 one warrant (the "Warrant") to purchase one share of Common

"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 one 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 (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.

We anticipate that 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

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.

We have also registered for public

public sale: (i) 42,000 shares of our Common Stock issuable to the representative of the underwriters ("Representative") upon the exercise of a warrant to be issued to the Representative; and (ii) 1,018,593 shares of Common Stock held by 123 selling stockholders (the

upon the exercise of a warrant to be issued to the Representative; and (ii) 1,018,593 shares of Common Stock held by 123 selling stockholders (the Representative and the selling stockholders referred to herein as the "Selling Stockholders"). We will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders. However, upon any exercise of the warrant held by the Representative (the "Representative's Warrant"), we will receive cash proceeds per share equal to the exercise price of such warrant.

1 unchanged paragraph

No public market currently exists for our Common Stock or our Warrants.

Nasdaq to list our Common Stock.

No public market currently

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

1 unchanged paragraph

We are an "emerging growth company" as that term is used

of this Offering, our Founder, Chairman of the board of directors and Chief Executive Officer, Mr. Joseph La Rosa, will control 88.7% of the total voting power of our voting capital stock with respect to director elections and all other matters. Although we are a "controlled company" under the rules of the Nasdaq Capital Market, our board of directors 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."

Ownership of Certain Beneficial Owners and Management."

Investing in our Units

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 Securities.

growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See "Prospectus Summary - Implications of Being an Emerging Growth Company."

Summary - Implications of Being an Emerging Growth Company."

2 unchanged paragraphs

underwriting discount is seven percent (7%) of the public offering price. We have agreed to reimburse the Representative for certain accountable expenses incurred relating to this

Offering and to pay its non-accountable expenses in the amount equal to one percent (1%)

underwriting discount is seven percent (7%) of the public offering price. We have agreed to reimburse the Representative 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 Representative a warrant to purchase up to six percent (6%) of the number of shares of Common Stock issued in this Offering. See "Underwriting" for additional information regarding underwriting compensation.

for additional information regarding underwriting compensation.

3 unchanged paragraphs

The underwriters expect to

to deliver the Securities against payment to the investors in this Offering on or about [*], 2023.

1 unchanged paragraph

is December 14, 2022.

The date of this p rospectus prospectus is January 6,

3 unchanged paragraphs

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

12 unchanged paragraphs

Neither we, the Selling Stockholders

Neither we, the Selling Stockholders nor any 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, the 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 Units. Our business, financial condition, results of operations and future prospects may have changed since that date.

3 unchanged paragraphs

We are responsible for the

We are responsible for the information contained in this prospectus and in any free-writing prospectus we prepare or authorize. We have not, the Selling Stockholders have not, and the underwriters have not, authorized anyone to provide you with different information, and we take no, the Selling Stockholders take no, and the underwriters take no, responsibility for any other information others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, the Selling Stockholders are not, and the underwriters are not, making an offer to sell these Securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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."

2 unchanged paragraphs

in this prospectus and should not be relied upon in making an investment decision.

Trade names, trademarks, and service marks contained in this prospectus may appear without the " " or " "

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

Franchising, LLC, La Rosa Property Management, LLC, and La Rosa Realty, LLC 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.

Market data and certain industry

Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. To our knowledge, certain third-party industry data that includes projections for future periods does not take into account the effects of the worldwide coronavirus pandemic. Accordingly, those third-party projections may be overstated and should not be given undue weight. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management's knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus.

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 Corp.

Corp. Other trade names, trademarks, and service marks appearing in this prospectus are the property of their respective holders. Trade names, trademarks, and service marks contained in this prospectus may appear without the " " or " " symbols.

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.

2 unchanged paragraphs

unless otherwise designated or the context suggests otherwise, all references to the "Company," the "registrant," "LRHC," "we," "our," or "us" in this prospectus mean La Rosa Holdings Corp., a Nevada corporation, and its subsidiaries;

"LRHC," "we," "our," or "us" in this prospectus mean La Rosa Holdings Corp., a Nevada corporation, and its subsidiaries;

"year" or "fiscal year" mean the year ending December 31st;

2 unchanged paragraphs

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 votes with the Common Stock; 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 effective on March 21, 2022.

Common Stock issued and outstanding (including adjustments for fractional shares), which was effective on March 21, 2022.

Prospectus summary 80 changes

2 unchanged paragraphs

Concurrently with the

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 Realty Lakeland, 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 the

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

We are the holding company

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" by the National Association of Realtors (the "NAR"), the leading real estate industry trade association in the United States.

2 unchanged paragraphs

In addition to providing

In addition to providing person-to-person residential and commercial real estate brokerage services to the public, we cross sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, 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 and 28 La Rosa Realty franchised real estate brokerage offices in five states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with more than 2,370 licensed real estate brokers and sales associates.

1 unchanged paragraph

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

This enables us to maintain a low fixed-cost business with several recurring revenue streams, yielding relatively high margins and cash flow.

2 unchanged paragraphs

1 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 be the most expensive purchase of their lifetime.

Disruptions related to the

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 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 did not affect the productivity of our sales agents in 2022 or in 2021.

1 unchanged paragraph

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 franchisees' agents use the 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 these activities are run through our La Rosa Coaching, LLC subsidiary. We 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 to enhance our gross revenues and profit margins.

Concurrently, the agent works with his or her coach in obtaining listings, working with consumers and closing transactions. All these activities are run through our La Rosa Coaching, LLC subsidiary. We 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 to enhance our gross revenues and profit margins.

We face competition from

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 commissions and a do-it-yourself philosophy. We believe that our highly trained agents who work one-on-one with their clients can successfully close residential real estate transactions with a high level of consumer satisfaction that redounds to us in future business and referrals.

La Rosa Holdings Corp. was

La Rosa Holdings Corp. 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 or controlled a one hundred percent (100%) ownership interest: (i) La Rosa Coaching, LLC ("Coaching"); (ii) La Rosa CRE, LLC ("CRE"); (iii) La Rosa Franchising, LLC ("Franchising"); (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."

(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."

On August 4, 2021, we effected

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 the 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.

The following chart illustrates

illustrates the current corporate structure of our key operating entities:

The Company conducts its

its operations through its five subsidiaries:

3 unchanged paragraphs

Rosa Property Management, LLC is engaged in providing training, compliance, support and accounting services for La Rosa Realty agents engaged in long-term residential rental property management;

Rosa Property Management, LLC is engaged in providing training, compliance, support and accounting services for La Rosa Realty agents engaged in long-term residential rental property management; and La Rosa Realty, LLC is engaged in the residential real estate brokerage business providing systems, accounting, marketing tools and compliance for our real estate agents who conduct residential real estate sales.

21 unchanged paragraphs

other risks and uncertainties that may materially affect our business prospects, financial condition and results of operations.

In addition, we face 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 15 and elsewhere in this prospectus before investing in our Units.

1 unchanged paragraph

Our principal executive office

office is located at 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747. Our telephone number at our principal executive office is (321) 939-3748. Our corporate website is https:// www.larosarealty.com . The information on our corporate website is not part of, and is not incorporated by reference into, this prospectus.

The following provides a

a summary of certain material developments that have occurred since the end of fiscal 2021. All information set forth herein is based on certain agreements and instruments by and between the Company and third parties and is qualified in its entirety by reference to such documents, many of which have been filed as exhibits to the registration statement of which this prospectus is a part.

1 unchanged paragraph

In a private placement conducted

In a private placement conducted from July 2021 through February 2022, 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 $516,000 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 14 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 7 of the convertible promissory notes at 18.0%, with a default interest rate of 20.0% 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 the date indicated in each such note. All of the convertible promissory notes are prepayable, in whole or in part, at any time prior to maturity without penalty or premium. 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. In December 2022, the Company repaid a 2.5% convertible note issued to one investor for a principal amount of $10,000 plus accrued interest. The holders of remaining convertible notes extended the maturity date of their notes and are Selling Stockholders in this Offering.

In private placements conducted

in private placements conducted in October 2022, we entered into Convertible Note Purchase Agreements pursuant to which we issued two 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 $100,000 that we used for general corporate purposes. Interest accrues on the principal amount of the convertible promissory notes at 2.5% with a default rate of 3.0% 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 the date indicated in each such note. All of the convertible promissory notes are prepayable, in whole or in part, at any time prior to maturity without penalty or premium. 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. The holders of the convertible notes are Selling Stockholders in this Offering.

On November 14, 2022, the

Company and Emmis Capital II, LLC, an affiliate of one of our consultants ("Emmis Capital"), entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes.

On November 14, 2022, the Company and Emmis Capital II, LLC, an affiliate of one of our consultants ("Emmis Capital"), entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. This note has an original issue discount of 10.0%, accrues interest at the rate of 10.0% per annum, with a default interest rate of 24.0% and a $5,000 per month per occurrence delinquency penalty. At our option, we may, upon not less than five business days' written notice to the lead investor prior to the date on which interest is due, pay such interest (i) in kind or (ii) partly in cash and partly as interest paid in kind ("PIK Interest"). The PIK Interest will be capitalized, compounded and added to the unpaid principal amount of the note. Amounts representing the PIK Interest will be treated as principal. The note holder has the right at any time, at the holder's option, to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into shares of our Common Stock at a price equal to the offering price of this Offering multiplied by 0.75 with certain distribution, fundamental transaction and anti-dilution protections and cash penalties for failure to deliver the shares in a timely manner. The Company also issued to the lenders warrants (the "Lender Warrants") exercisable for 25,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of the Company's Common Stock equal to the number of shares that would be issued upon full conversion of this Note; and (iv) have an exercise price equal to the lower of: (A) $10.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The Company also granted to the lenders: (i) upon the repayment of the loan, 15,000 shares of our Common Stock (based on an assumed offering price of $10.00 per share in this offering (the midpoint of the offering price range set forth on the cover of this prospectus)) (the "Lender Shares") (or 30,000 shares if no subsequent offering is undertaken by the Company at the time of repayment), (ii) the right to participate in any future financings, (iii) additional "piggy back" registration rights, (iv) the right to rollover the principal and interest due to acquire Company securities in any future public or private offering, (v) extensive and non-customary default provisions in the note, and (vi) certain other affirmative and negative covenants. On or before the date that is ninety days after this Offering, the Company is required to file a registration statement with the SEC to register the securities issued to the lenders and to have that registration statement declared effective by May 13, 2023. The loan will mature on the earlier of (i) six months from the date of issue or upon the completion of this Offering. The loan is senior in payment to all of our other debt and is secured by virtually all of the Company's assets.

On December 2, 2022, the

December 2, 2022, the Company issued to Joseph La Rosa a Convertible Original Issue Discount Promissory Note in the original principal amount of $491,530 for which he paid $449,500 that we used for our general corporate purposes. This note has an original issue discount of 8.55 % 8.55% with a default interest rate of 24.0% and a $5,000 per month per occurrence delinquency penalty. Mr. La Rosa has the right at any time, at his option, to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into shares of the Company's Common Stock at a price equal to the offering price of this Offering multiplied by 0.75 with certain distribution, fundamental transaction and anti-dilution protections and cash penalties for failure to deliver the shares in a timely manner. The Company also issued to Mr. La Rosa warrants (the "Note Warrants") exercisable for 25,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our Common Stock equal to the number of shares that would be issued upon full conversion of this note; and (iv) have an exercise price equal to the lower of: (A) $10.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The Company also granted to Mr. La Rosa: (i) upon the repayment of the loan, 30,000 shares of our Common Stock (based on an assumed offering price of $10.00 per share in this Offering (the midpoint of the offering price range set forth on the cover of this prospectus) (or 60,000 shares if no subsequent offering is undertaken by the Company at the time of repayment), (ii) the right to participate in any future financings, (iii) the right to rollover the principal and interest due to acquire Company securities in any future public or private offering, (iv) extensive and non-customary default provisions in the note, and (v) certain other affirmative and negative covenants. The loan will mature on the earlier of (i) six months from the date of issue or upon the completion of this Offering. The loan is junior in payment to any senior debt and is unsecured.

1 unchanged paragraph

On April 29, 2022, 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 1.87% per annum with a default interest rate of 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.

The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

On July 15, 2021, the Company

On July 15, 2021, the Company issued to ELP Global PLLC a promissory note in the principal amount of $40,000 (the "ELP Note") that we used for our general corporate purposes. Interest accrues on the principal amount at 18.0% per annum. The maturity date of the note was extended to January 31, 2023. On December 1, 2022, Joseph La Rosa entered into an agreement with Mr. Carlos J. Bonilla, an attorney with the law firm of ELP Global PLLC that represents the Company, pursuant to which Mr. La Rosa sold to Mr. Bonilla 300,000 shares of his Common Stock in exchange for the assignment by Mr. Bonilla of the ELP Note plus accrued interest and the payment by Mr. Bonilla to Mr. La Rosa of cash in the amount of $449,500. The agreement provides to Mr. Bonilla reverse split and anti-dilution protection and an option to sell all such shares back to Mr. La Rosa at a price of $598,000 on or before August 23, 2023.

On February 25, 2022, the

On October 3, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $95,000 $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 3.43% 1.4% per annum with a default interest rate of 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. The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

On April 29, 2022, the Company

On June 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $350,000 of which $150,000 was funded on July 1, 2022 $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.93% 1.87% per annum with a default interest rate of 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. The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

On May 17, 2022, the Company

On May 17, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $50,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.51% per annum with a default interest rate of 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. The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

On June 29, 2022, the Company

On July 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $70,000 $350,000 of which $150,000 was funded on July 1, 2022 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.99% 2.93% per annum with a default interest rate of 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. The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

On July 29, 2022, the Company

On February 25, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 $70,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 1.4% 2.99% per annum with a default interest rate of 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. The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

On August 22, 2022, the Company

the Company issued to an unaffiliated private investor an unsecured subordinated promissory note in the principal amount of $250,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 15% per annum with a default interest rate of 18% 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. This note matures on the earlier of the consummation of this Offering or on January 31, 2023.

On October 3, 2022, the Company

issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $95,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 3.43% 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. The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

1 unchanged paragraph

We have signed purchase agreements

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:

8 unchanged paragraphs

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

Each of the sellers of the

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.

1 unchanged paragraph

Because of the voting control

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

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."

1 unchanged paragraph

are not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act");

As a company with less than

As a company with less than $1.235 billion in revenue during our last completed fiscal year, we qualify as an "emerging growth company" under the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

are not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements, and analyzing how those elements fit with our principles and objectives (commonly referred to as "compensation discussion and analysis");

5 unchanged paragraphs

Certain of these reduced

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company" under the rules of the Securities and Exchange Commission (the "SEC" or the "Commission"). 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 Management's Discussion and Analysis disclosure.

Under the JOBS 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, 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 $1.235 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 rules of the SEC, 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 38 changes

La Rosa Holdings Corp., a Nevada corporation.

1 unchanged paragraph

We are offering 700,000 Units (subject

We are offering 700,000 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. 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 $7,000,000 of the Units hereby.

1 unchanged paragraph

Up to a maximum of 1,018,593 shares. See "Selling Stockholders"

See "Selling Stockholders" for a description of how we calculate the number of shares offered by the Selling Stockholders.

1 unchanged paragraph

Description of the Warrant:

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.

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 $11.00 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.

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.

1 unchanged paragraph

Shares of capital stock outstanding immediately before the Offering:

We have granted the underwriters an option, exercisable for 45 days after the date of this prospectus, to purchase up to an additional 105,000 shares of Common Stock and/or up to an additional 105,000 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"). outstanding immediately before the Offering:

6 unchanged paragraphs

Our Founder, Chief Executive Officer, President and Chairman, Joseph La Rosa, currently holds 90% of the outstanding Common Stock of the Company and all 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 the Securities - Preferred Stock" for additional information.

We estimate that we will receive net proceeds of approximately $5,034,000 from our sale of 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%), repayment of debt to persons other than Joseph La Rosa (5%), developing new services (10%), acquisitions of controlling interest in a number of our franchisees (20%), the acquisition of other independent real estate brokerages, title insurance agencies, mortgage brokerages and other complementary businesses (15%), general operating expenses (25%) and the purchase and acquisition of proprietary technology (15%). We will not receive any proceeds from the sale of the Selling Stockholder Shares by the Selling Stockholders, if any, except for the exercise price paid by the Representative upon exercise of the Representative's Warrant. See "Use of Proceeds" for more information.

1 unchanged paragraph

and (iv) indemnify the underwriters for certain liabilities in connection with this Offering. See "Underwriting" starting on page 109 of this prospectus.

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

2 unchanged paragraphs

Vstock Transfer, LLC.

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 six 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.

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 prospectus.

We do not anticipate paying dividends on our Common Stock for the foreseeable future.

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:

The actual number of Units

Units we will offer will be determined based on the actual public offering price.

6 unchanged paragraphs

● 15,000 shares of Common Stock issuable

● 15,000 shares of Common Stock issuable upon the repayment of the loan to Emmis Capital, a lender to the Company (the "Lender Shares");

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

the stock options granted to directors;

1 unchanged paragraph

30,000 shares of Common Stock issuable upon the repayment of the loan to Joseph La Rosa (the "CEO Shares"); and ● 2,000 shares of Common Stock issuable to our Chief Technology Officer that will vest on February 1, 2023 ("Vesting Shares").

no exercise of the Over-Allotment Option;

30,000 shares of Common Stock issuable upon the repayment

of the loan to Joseph La Rosa (the "CEO Shares"); and

2,000 shares of Common Stock issuable to our Chief

Technology Officer that will vest on February 1, 2023 ("Vesting Shares").

All share and per share information

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.

Except as otherwise indicated,

indicated, all information in this prospectus assumes:

no exercise of any options under the Company's 2022 Equity Incentive Plan; no exercise of the Over-Allotment Option;

7 unchanged paragraphs

Summary financial data 9 changes

You should read the following

the 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 nine months ended September 30, 2022, and the balance sheet data as of September 30, 2022, from our unaudited financial statements included elsewhere in this prospectus.

We have derived the statement of operations data for the years nine months ended December 31, 2021, September 30, 2022, and 2020 the balance sheet data as of September 30, 2022, from our audited unaudited financial statements included elsewhere in this prospectus. The share and per share amounts for all periods reflect the completion of We have derived the Reverse Stock Split, which was effective on March 21, 2022. Our historical results are not necessarily indicative statement of the results that should be expected in the future and the results operations data for the nine months years ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, or any other future period. 2021, and 2020 from our audited financial statements included elsewhere in this prospectus.

The share and per share amounts for all periods reflect the completion of the Reverse Stock Split, which was effective 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 nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, or any other future period.

8 unchanged paragraphs

The pro forma column in the balance

pro forma column 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, accountable expenses of $125,000 and $1,300,000 of estimated offering costs to be paid in cash of which approximately $1,100,000 was included in deferred offering costs as of September 30, 2022), in the total amount of $1,966,000, as if the sale of the Units had occurred on January 1, 2022, (2) the mandatory conversion of the convertible notes and accrued interest as of September 30, 2022 in the amount of $582,131 net of deferred financing fees of $5,245 and the elimination of the derivative liability of $166,035 due to the embedded conversion feature of the convertible notes, and (3) the repayment of Notes Payable and accrued interest that matures on the closing date of this offering in the amount of $250,907 as of September 30, 2022.

Each $1.00 increase in the

$1.00 increase in the assumed public offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus) would increase our stockholders' equity, as adjusted, after this Offering by approximately $0.6 million, assuming that the 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. Each $1.00 decrease in the assumed public offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus), would decrease our stockholders' equity, as adjusted, after this Offering by approximately $0.6 million, assuming that the 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 $0.9 million. 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 $0.9 million.

Forward-looking statements 9 changes

1 unchanged paragraph

They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

"forward-looking statements." Forward-looking statements reflect the current view about future events. When used in this prospectus, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan," or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

18 unchanged paragraphs

sales of our Common Stock by us or our stockholders, including the Selling Stockholders, which may result in increased volatility in our stock price; and other factors discussed elsewhere in this prospectus.

Selling Stockholders, which may result in increased volatility in our stock price; and other factors discussed elsewhere in this prospectus.

1 unchanged paragraph

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.

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.

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 Units, you should carefully consider the risk factors discussed in this prospectus.

Risk factors 259 changes

4 unchanged paragraphs

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.

In the spring 2020, the pandemic

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.

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.

We applied for and received Federal government grants ("Economic

Federal government grants ("Economic Injury Disaster Loan Advances") totaling $12,000, Economic Injury Disaster Loans totaling $365,300, and received loans totaling $421,012 under the Federal Government's Paycheck Protection Program. The Paycheck Protection Program loans have been forgiven by the U.S. Small Business Administration. None of those funds were provided to our sales agents or franchisees.

The duration and magnitude

The duration and magnitude of the impact from the COVID-19 pandemic depends on future developments that cannot be predicted at this time. There remains significant uncertainty regarding the continuing impact of COVID-19 on our business and the overall economy as a whole in the United States and internationally where we plan to establish franchise operations. In particular, there is significant concern regarding the possibility of additional waves of COVID-19 variant cases that could cause state and local governments to reinstate more restrictive measures, which could impact our business and the housing markets. There is also uncertainty regarding viable treatment options or the efficacy of vaccines and public health mandates emanating from Federal, State and local governments that have at times, been confusing and contradictory.

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.

2 unchanged paragraphs

The residential real estate

The residential real estate 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. Lack of available credit or lack of confidence in the financial sector could impact the residential real estate market, which in turn could materially and adversely affect our business, financial condition and results of operations. Due to the cyclicality of the real estate market, we cannot predict whether this several year period of sustained growth will continue, whether mortgage rates will remain at relatively low levels and whether home prices will continue to climb. The U.S. has experienced housing "bubbles" in the past which have burst, resulting in significant price declines, mortgage defaults and home foreclosures by lenders, the last one occurring in the early 2000's.

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:

9 unchanged paragraphs

increase in the cost of premiums for home insurance due to recent hurricanes; and natural disasters, such as hurricanes, earthquakes and other disasters that disrupt local or regional real estate markets.

natural disasters, such as hurricanes, earthquakes and other disasters that disrupt local or regional real estate markets.

4 unchanged paragraphs

The monetary policy 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.

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.

The U.S. Bureau of Labor Statistics ("BLS") reported that

("BLS") reported that the Consumer Price Index for All Urban Consumers (CPI-U), a broad-based measure of goods and services costs, rose 0.4 0.1 percent in October November 2022 on a seasonally adjusted basis, the same increase as after increasing 0.4% in September. October. The BLS noted that over the October 2022 Consumer Price last 12 months, the all items index showed core prices (excluding energy and food) rising 0.3% after rising 0.6% in September and increased 7.1% before seasonal adjustment which was up 7.7% for the twelve months ending October 2022, the smallest 12-month 12- month increase since the period ending January 2022. December 2021. This increase was well above the Federal Reserve System's (the "Fed") targeted inflation rate of 2.0%, resulting in the Fed's continuation of its course of raising the short-term federal funds interest rate to a target range of 3.75%-4.00%, 4.25%-4.50%, the highest level since January 2008 at the November December 2022 meeting of its Open Market Committee. Fed funds rates impact interest rates on government bonds that have a correlated effect on mortgage interest rates, which, as of December 5, 2022, January 6, 2023, the current average rate for a 30-year fixed rate mortgage reached 7.32% 6.83% according to Bankrate.com, The Wall Street Journal , its highest level in 20 years. Higher mortgage interest rates have cooled the recent hot housing market, with total existing-home sales transactions that include single-family homes, townhomes, condominiums and co-ops, contracting by 5.9% 7.7% in October November 2022 to a seasonally adjusted annual rate of 4.43 4.09 million, the weakest rate since the Covid lock-down period in May 2020, according to the NAR. Year-over-year sales have faded by 28.4%. approximately 37% from their peak in January 2022. This slowdown of home sales transactions results from many would-be buyers being priced out of homeownership while many homeowners feel stuck in place, since selling would mean taking on a mortgage with a significantly higher interest rate. The decrease in the number of home sales in our market has had an adverse effect on our results of operations in the nine months ended September 30, 2022, and we expect it will continue to adversely affect our revenues for the rest of 2022 and likely into 2023. Any further increase in the Fed funds rate may push the U.S. economy into a recession which is likely to have a further negative effect on our operations, income and financial condition.

2 unchanged paragraphs

Street Journal, home prices continued to rise by 6.6% in October 2022 from the prior year although the increase was the lowest since June 2020 putting further pressure on the pace of home sales. For that period, existing-home sales fell for the ninth straight month, the longest streak of declines on record. Sales of previously owned homes declined 5.9% in October from the prior month to a seasonally adjusted annual rate of 4.43 million, the weakest rate since May 2020 according to the National Association of Realtors. October sales fell 28.4% from a year earlier, the biggest annual decline since February 2008. Home sales have been declining each month since February 2022, the longest stretch since the NAR began tracking this data in 1999. From their recent peak in January 2022, existing-home sales have dropped about 32%. The housing market has slowed abruptly this year due to a rapid increase in mortgage rates which are approximately double what they were in October 2021, which has raised borrowing costs for home buyers. At the same time, median sale prices on existing homes have continued to rise, although the rise was the slowest since June 2020, increasing by 6.6% in October 2022. This combination of higher mortgage rates and higher sales prices has kept many sellers from selling, keeping inventory tight, and has pushed many prospective buyers, especially first-time home buyers, out of the market.

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

Street Journal, home prices have declined from their 2022 springtime peaks around the U.S., and prices in some markets have slipped below year-ago levels. But on a national basis, prices are still up from last year, largely because the supply of homes for sale remains lower than normal putting further pressure on the pace of home sales. As noted in the Risk Factor above, The median sale price on existing homes increased by 3.5% in November 2022 over the prior year to $370,700 but was less than the record price of $413,800 in June 2022. This combination of higher mortgage rates and higher sales prices has kept many sellers, who would have to relinquish a mortgage at 4.0% or less, from selling, and has pushed many prospective buyers, especially first-time home buyers, out of the market. This has increased the number of homes on the market, lengthening the time to sale from 21 to 24 days in November 2022. The housing-market slowdown is expected to persist in 2023 because home-buying affordability is near its lowest level in decades. Any decline in home sales directly affects the productivity and income of our agents who are paid only upon the closing of their clients' home purchase or sale. A prolonged depression in home sales will force the least successful agents out of the industry and a decrease in the number of earning agents will have a negative impact on our financial performance and results of operations.

We may fail to successfully

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.

We intend to pursue a number

of different strategies to grow our revenue and earnings. However, we may not be able to successfully execute these strategies. We intend to pursue a strategy of increasing our agent count by increasing our recruiting efforts. Recent history has shown that a strong real estate market brings in more realtors, some of whom have worked in the industry on a part-time basis. As the market continues to grow, we believe that will enable us to sell more franchises and recruit and retain higher numbers of agents, increasing our revenue and profitability. However, competition for qualified and effective agents is intense, and we may be unable to recruit and retain enough qualified and effective agents to satisfy our growth strategies. This competition creates challenges that include:

However, competition for qualified and effective agents is intense, and we may be unable to recruit and retain enough qualified and effective agents to satisfy our growth strategies. This competition creates challenges that include:

6 unchanged paragraphs

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.

With the evolving real estate brokerage market, we must find ways to attract and retain these people. And with the change in the way people work that has been accelerated by the Covid-19 pandemic, finding qualified agents and employees has become more difficult.

If we do not effectively manage our growth, our brand could suffer.

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.

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. 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.

The failure to attract

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

The success of our franchisees

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.

In addition, if we are unable

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.

We might not be able

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

In order to grow our 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. With the evolving real estate brokerage market, we must find ways to attract and retain these people. And with the change in the way people work that has been accelerated by the Covid-19 pandemic, finding qualified agents and employees has become more difficult. 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 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.

2 unchanged paragraphs

brokerage business is subject to competitive pressures.

1 unchanged paragraph

business is subject to competitive pressures.

Our Company owned brokerage

business, like that of our franchisees, is generally subject to intense competition. We compete with other national and independent real estate organizations including our franchisees and those of other national real estate franchisors, franchisees of local and regional real estate franchisors, regional independent real estate organizations, discount brokerages, internet-based brokerages and smaller niche companies competing in local areas. Competition is particularly intense in the densely populated metropolitan areas in which we operate. In addition, in the real estate brokerage industry, new participants face minimal barriers to entry into the market. We also compete for the services of qualified licensed agents as well as franchisees. The ability of our Company owned brokerage offices to retain agents is generally subject to numerous factors, including the sales commissions, the training and coaching and technological support that they receive and their perception of our brand value. Our largest competitors in the corporate-owned space include Compass Holdings, Inc. and Fathom Holdings, Inc. Our financial results are affected directly by the operating results of franchisees and agents, over whom we do not have direct control.

In addition, in the real estate brokerage industry, new participants face minimal barriers to entry into the market. We also compete for the services of qualified licensed agents as well as franchisees. The ability of our Company owned brokerage offices to retain agents is generally subject to numerous factors, including the sales commissions, the training and coaching and technological support that they receive and their perception of our brand value. Our largest competitors in the corporate-owned space include Compass Holdings, Inc. and Fathom Holdings, Inc. Our financial results are affected directly by the operating results of franchisees and agents, over whom we do not have direct control.

1 unchanged paragraph

If industry trends or economic conditions are not sustained or do not continue to improve, our franchisees' and our agents' financial results could worsen, and our revenue may decline. We may also have to terminate franchisees more frequently in the future due to non-reporting and non-payment. Further, if franchisees fail to renew their franchise agreements our revenue from ongoing monthly fees may decrease, and profitability may be lower than in the past due to reduced ongoing monthly fees.

generate revenue in the form of monthly ongoing royalties and fees, including monthly broker fees tied to gross commissions, training and technology fees charged to our franchisees. Our agents pay us dues out of their income from real estate transactions and new agents split their transaction-based commissions with us. Accordingly, our financial results depend upon the operational and financial success of our franchisees and their agents and our corporate agents, all of whom are independent contractors that we do not control. If industry trends or economic conditions are not sustained or do not continue to improve, our franchisees' and our agents' financial results could worsen, and our revenue may decline. We may also have to terminate franchisees more frequently in the future due to non-reporting and non-payment. Further, if franchisees fail to renew their franchise agreements our revenue from ongoing monthly fees may decrease, and profitability may be lower than in the past due to reduced ongoing monthly fees.

Our franchise business operations

operations are subject to additional business risks.

Our franchise business is

is exposed to other business risks which may impact our ability to collect recurring, contractual fees and dues from our franchisees, may harm the goodwill associated with our brand, and/or may materially and adversely impact our business, results of operations, financial condition and prospects. One such risk is that one of our franchisees could declare bankruptcy which could have a substantial negative impact on our ability to collect fees and dues owed under such franchisee's franchise arrangements. In a franchisee bankruptcy, the bankruptcy trustee may reject its franchise contract pursuant to Section 365 under the U.S. Bankruptcy Code, in which case there would be no further payments for fees and dues from such franchisee. Other risks include the risk that our franchisees may be uninsured or underinsured against certain business hazards or that insurance may be unavailable, as was hurricane insurance in Florida for a number of years. Any casualty loss happening to our franchisees could put their entire business at risk and potentially result in its failure and the termination of our franchise agreement. Any such loss or delay in an insurance payment could have a material and adverse effect on a franchisee's ability to satisfy its obligations under its franchise agreement with us, including its ability to make payments for contractual fees and dues or to indemnify us. Each franchise agreement is subject to termination by us in the event that the franchisee breaches its contract, generally after expiration of applicable cure periods, although under certain circumstances a franchise agreement may be terminated by us upon notice without an opportunity to cure. The default provisions under the franchise arrangements are drafted broadly and include, among other things, any failure to meet operating standards and actions that may threaten our brands. In addition, each franchise agreement eventually expires and upon expiration, we or the franchisee may or may not elect to renew the franchise arrangement.

The default provisions under the franchise arrangements are drafted broadly and include, among other things, any failure to meet operating standards and actions that may threaten our brands. In addition, each franchise agreement eventually expires and upon expiration, we or the franchisee may or may not elect to renew the franchise arrangement. If our agreement is renewed, such renewal is generally contingent on the franchisee's execution of the then-current form of franchise contract (which may include terms the franchisee deems to be more onerous than the prior franchise agreement), the satisfaction of certain conditions and the payment of a renewal fee. If a franchisee is unable or unwilling to satisfy any of the foregoing conditions, the expiring franchise agreement will terminate upon expiration of the term of the franchise arrangement.

Our operating results

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.

A significant increase

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.

3 unchanged paragraphs

The real estate brokerage

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

Our Company owned real estate

estate brokerage business and our franchising business are highly regulated and must comply with Federal and state 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.

Our Company owned real estate

estate brokerage business and our franchisees (excluding commercial brokerage transactions) must comply with the Real Estate Settlement Procedures Act ("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 (the "Dodd Frank Act") contains the Mortgage Reform and Anti-Predatory Lending Act (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.

We are also subject to various

to various other rules and regulations such as:

4 unchanged paragraphs

restrictions on transactions with persons on the Specially Designated Nationals and Blocked Persons list promulgated by the Office of Foreign Assets Control of the Department of the Treasury;

Nationals and Blocked Persons list promulgated by the Office of Foreign Assets Control of the Department of the Treasury;

2 unchanged paragraphs

federal and state, "Do Not Call," "Do Not Fax," and "Do Not E-Mail" laws;

and "Do Not E-Mail" laws;

1 unchanged paragraph

Federal, state and local

regulatory authorities also have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations.

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.

1 unchanged paragraph

13 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

10 unchanged paragraphs

6 unchanged paragraphs

2 unchanged paragraphs

5 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

5 unchanged paragraphs

2 unchanged paragraphs

6 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 179 more changes in the filing

Capitalization 17 changes

The following table sets

sets forth our cash and our capitalization as of September 30, 2022:

on a pro forma basis,

on a pro forma basis, to reflect the mandatory conversions of convertible notes as of September 30, 2022 (and does not include convertible notes issued thereafter) in the amount of $510,755, net of deferred financing fees of $5,245, plus accrued interest of $71,376 for 73,409 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) and the elimination of the derivative liability of $166,035 valued at September 30, 2022 due to the embedded conversion feature of the convertible notes;

3 unchanged paragraphs

As of September 30, 2022

5 unchanged paragraphs

(2) A Note Payable matures on the

(2) A Note Payable matures on the closing date of this Offering. As of September 30, 2022, the Note has a principal balance of $250,000 and accrued interest of $907, which is classified as "Accrued expense" " on the balance sheet.

(3) The number of shares of Common

(3) The number of shares of Common Stock increased by 73,409 from the "Unaudited actual" column to the "Unaudited pro forma" column to reflect the conversion of the convertible debt valued at September 30, 2022. The number of shares of Common Stock increased by 3,441,640 from the "Unaudited actual" column to the "Unaudited pro forma, as adjusted," which includes the conversion of the convertible debt valued at the expected offering date of January 15, 2023 for 87,605 shares. The outstanding pro forma and pro forma as adjusted immediately following this Offering excludes:

4 unchanged paragraphs

25,000 shares of Common Stock issuable upon the exercise of the the Lender Warrants;

1 unchanged paragraph

25,000 shares of Common Stock issuable upon the exercise of the CEO Warrants;

1 unchanged paragraph

The increase in the "Unaudited actual" column to the "Unaudited pro forma" column reflects the conversion of the convertible debt and accrued interest valued at September 30, 2022 of $582,131 and the derivative liability of $166,035, less the par value of the shares issued in Common Stock. The increase in the "Unaudited pro forma" column to "Unaudited pro forma, as adjusted" reflects the net proceeds from the offering of $5,034,000 less the elimination of cash and non-cash deferred offering costs of $1,076,000 and $426,000, respectively, less the par value of the shares issue in Common Stock.

40,000 shares of Common Stock underlying the stock options to be granted to directors; and ● 2,000 shares of Common Stock issuable to our Chief Technology Officer that will vest on February 1, 2023.

The increase in the "Unaudited actual" column to the "Unaudited pro forma" column reflects the conversion of the convertible debt and accrued interest valued at September 30, 2022 of $582,131 and the derivative liability of $166,035, less the par value of the shares issued in Common Stock. The increase in the "Unaudited pro forma" column to "Unaudited pro forma, as adjusted" reflects the net proceeds from the offering of $5,034,000 less the elimination of cash and non-cash deferred offering costs of $1,076,000 and $426,000, respectively, less the par value of the shares issue in assumed initial public offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus) 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 $0.6 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 decrease in the assumed initial public offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus) 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 $0.6 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 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 $0.9 million. 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 $0.9 million.

The share and per share amounts

amounts for all periods set forth in this prospectus reflect the completion of the Reverse Stock Split, which was effective 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.

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.

Dilution 12 changes

4 unchanged paragraphs

The following table illustrates

illustrates the per share dilution (1) :

7 unchanged paragraphs

15,000 shares of Common Stock issuable as the Lender Shares;

as the Lender Shares;

25,000 shares of Common Stock issuable upon the exercise of the CEO Warrants;

1 unchanged paragraph

40,000 shares of Common Stock underlying the stock options to be granted to directors; and ● 2,000 shares of Common Stock issuable to our Chief Technology Officer that will vest on February 1, 2023.

The share and per share amounts for all periods

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

If the underwriters exercise their option

their option in full, the pro forma as adjusted net tangible book value per share as of September 30, 2022, after giving effect to this Offering would be $0.37 per share, and the dilution in net tangible book value per share to investors in this Offering would be $9.63 per share.

5 unchanged paragraphs

Each $1.00 increase (decrease)

(decrease) in the assumed public offering price per Unit would increase (decrease) the pro forma as adjusted net tangible book value by $0.10 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 $0.90 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 13 changes

9 unchanged paragraphs

Prior to this Offering, our

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 "LRHCW" which listing is a condition to this Offering. For more information see the section " Risk Factors ."

For more information see the section " Risk Factors ."

As of January 6, 2023, 3,000,000

of December 14, 2022, 3,000,000 shares of Common Stock were issued and outstanding and held by two stockholders of record.

2 unchanged paragraphs

Equity Incentive Plan

Securities Authorized for Issuance under Equity

We intend to adopt 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 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.

2 unchanged paragraphs

The board of directors has

has the power to amend, suspend or terminate the 2022 Plan without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of our Common Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year.

No change may be made that increases the total number of shares of our Common Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year.

2 unchanged paragraphs

MD&A 174 changes

1 unchanged paragraph

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.

and analysis 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 effective 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.

We are the holding company

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, the leading real estate industry trade association in the United States.

2 unchanged paragraphs

La Rosa Holdings Corp. was

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 or controlled a one hundred percent ownership interest: (i) La Rosa Coaching, LLC; (ii) La Rosa CRE, LLC; (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.

3 unchanged paragraphs

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 years ended December 31, 2021, and 2020 and interim periods ending September 30, 2022 and 2021 have been presented on a consolidated basis.

Historical results are not

are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year. The data presented should be read in conjunction with, and are qualified in their entirety by reference to, "Risk Factors," "Special Note Regarding Forward-Looking Statements," and our consolidated financial statements and the notes thereto included elsewhere in this prospectus. The Risk Factors and Special Note Regarding Forward-Looking Statements describes the circumstances that management believes could impact market conditions, future earnings, and cash flows.

1 unchanged paragraph

Housing starts declined as a result of the rising mortgage interest rates and affordability fell for the average home owner. Despite mortgage rate increases according to data from Florida Realtors, the statewide median sale price for single-family homes in October 2022 was $401,990, up 12.0% from the prior year and median price for condo-townhouse units was $310,00 up 19.2% over the year-ago figure. The median is the midpoint; half the homes sold for more, half for less. While real estate appreciation has slowed nationally, real estate appreciation in Florida remains among the highest rates in the country. However, the housing market in Florida is experiencing a slow down like the rest of the country. Closed sales of single-family homes statewide in October 2022 totaled 20,837, down 24.6% year-over-year, while existing condo-townhouse sales totaled 8,406, also down 29% over September historical market environments, we expect to experience a substantial agent migration to our 100% commission model as agents look to maximize revenue and cut their expenses. While transactions per agent may decrease, we expect to see a proportional increase in agent count which could assist the Company to capitalize on growth and expansion goals.

inventory and low interest rates created a strong sellers' market leading to escalating home sale prices during 2021. Home prices continued to climb through the remainder of 2022 as the demand for housing continued to be stronger than usual. Rising mortgage rates have begun to negatively impact existing home sales. In 2022, the 30 year fixed mortgage rate doubled from 2021. Housing starts declined as a result of the rising mortgage interest rates and affordability fell for the average home owner. Despite mortgage rate increases according to data from Florida Realtors, the statewide median sale price for single-family homes in November 2022 was $400,000, up 9.6% from the prior year and median price for condo-townhouse units was $307,00 up 12.3% over the year-ago figure. The median is the midpoint;

half the homes sold for more, half for less. While real estate appreciation has slowed nationally, real estate appreciation in Florida remains among the highest rates in the country. However, the housing market in Florida is experiencing a slow down like the rest of the country. Closed sales of single-family homes statewide in November 2022 totaled 17,009, down 38.2% year-over-year, while existing condo-townhouse sales totaled7,084, also down 38.9% from November 2021. Statewide Florida inventory was higher in November 2022 than a year ago for both existing single-family homes, increasing by 105.2%, and for condo-townhouse units, up 47.4%. The supply of single-family existing homes increased to a 2.8-months' supply while existing condo-townhouse properties were at a 2.7-months' supply in November 2022.

As we have during similar

historical market environments, we expect to experience a substantial agent migration to our 100% commission model as agents look to maximize revenue and cut their expenses. While transactions per agent may decrease, we expect to see a proportional increase in agent count which could assist the Company to capitalize on growth and expansion goals.

2 unchanged paragraphs

We continue to evaluate opportunities

opportunities to drive our near-term and long-term growth. We are currently in the process of developing and deploying our own proprietary technology which will further decrease our overall expenses as we eliminate the need for outside technology services.

1 unchanged paragraph

Our financial results are

are driven by the total number of sales agents in our Company, the number of sales agents closing residential 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 2,370 agents as of the date of this prospectus.

The majority of our revenue

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 and 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.

2 unchanged paragraphs

30, 2022 (Unaudited)

Percentage fees paid on agent-generated residential

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

7 unchanged paragraphs

10% of every real estate commission earned by the sales agent.

3 unchanged paragraphs

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:

Set forth below is a brief discussion of some of the key operating expenses that impact our results of operations:

4 unchanged paragraphs

More specifically, we expect

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.

3 unchanged paragraphs

Off-Balance Sheet Arrangements

We have no off-balance sheet

sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

1 unchanged paragraph

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;

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

Services (Residential)

relates to critical accounting policies for our Company. The preparation of financial statements in conformity with generally accepted accounting principles ("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:

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 Company applies 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.

The Company records revenue

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.

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

1 unchanged paragraph

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 fulfilment 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. 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. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools and compliance services. The annual and monthly dues are recognized each month as services are provided.

The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools and compliance services. The annual and monthly dues are recognized each month as services are provided.

2 unchanged paragraphs

Revenue is recognized over the period of the annual dues or the duration of the franchisee agreement.

management services on a contractual basis for owners of and investors in residential, office, industrial and retail properties.

agreements offer the following benefits to the franchisee: common use and promotion of the La Rosa Realty trademark; distinctive sales and promotional materials; access to technology and training; and recommended procedures for operation of La Rosa Realty franchises.

agreements offer The following benefits to the franchisee: common use and promotion of the La Rosa Realty trademark; distinctive sales and promotional materials; access to technology and training; and recommended procedures for operation of La Rosa Realty franchises. The Company concluded that these benefits are highly related and part of one performance obligation for each franchise agreement, a license of symbolic intellectual property that is billed through a variety of fees including (i) initial franchise fees, (ii) annual dues and (iii) royalty fees. Initial franchise fees consist of a fixed fee payable upon signing the franchise agreement. Annual dues are calculated at a fixed fee per agent (prorated for any partial year) payable annually before the 10th day of January or within 10 days after each agent commences their association with the franchise. Royalty fees are calculated as the greater of: (a) fixed percentage of gross commission income for the period which is made up of all commissions, transaction fees, property management fees, and monthly fees collected or receivable by the franchisee and the franchisee's independent sales associates, agents, representatives, contractors, employees, partners, directors, officers, owners, or affiliates, regardless of whether or not such individuals or affiliates are entitled to retain all or part of such gross commission income, or (b) a fixed monthly fee. Royalty fees are payable monthly on or before the 10th of each month. Revenue is recognized over the period of the annual dues or the duration of the franchisee agreement.

The Company provides mandatory

mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned on these transactions payable upon the closing of the transaction. Coaches also provide optional special education services throughout the year to agents. Revenue is recognized as each event occurs.

We provide property management

services on a contractual basis for owners of and investors in residential, office, industrial and retail properties. These services include managing daily operations of the property, tenant background screening, overseeing the tenant application process, and accounting services. We are compensated for our services through a flat monthly management fee. We are also sometimes reimbursed for our repair costs directly attributable to the properties under management. These costs are not included in the transaction price as the customer is the party receiving these services. Property management services represent a series of distinct daily services rendered over time. Consistent with the transfer of control for distinct, daily services to the customer, revenue is recognized at the end of each period for the fees associated with the services performed. The amount of revenue recognized is presented gross for any services provided by our employees, as we control them. We generally do not control third-party services delivered to property management clients. As such, we generally report revenues net of third-party reimbursements.

Consistent with the transfer of control for distinct, daily services to the customer, revenue is recognized at the end of each period for the fees associated with the services performed. The amount of revenue recognized is presented gross for any services provided by our employees, as we control them. We generally do not control third-party services delivered to property management clients. As such, we generally report revenues net of third-party reimbursements.

The amount of revenue recognized

recognized is presented gross for any services provided by our employees, as we control them. This is evidenced by our obligation for their performance and our ability to direct and redirect their work, as well as negotiate the value of such services. The amount of revenue recognized related to certain project management arrangements is presented gross (with offsetting expense recorded in cost of revenue) for reimbursements of costs of third-party services because we control those services that are delivered to the client. In the instances where we do not control third-party services delivered to the client, we report revenues net of the third-party reimbursements.

Real Estate Brokerage

Brokerage Services (Commercial)

5 unchanged paragraphs

In January 2021 the FASB

FASB issued ASU 2021-02, Franchisors - Revenue from Contracts with Customers (Subtopic 952-606). This ASU modifies the guidance applicable to franchisors under the revenue recognition standards by adding a practical expedient that allows non-public business entity franchisors to account for pre-opening services provided to a franchisee as a distinct performance obligation that is separate from the franchise license. To qualify for the new practical expedient, the pre-opening services need to be consistent with the predefined list within the standards. The ASU also allows franchisors the ability to recognize the pre-opening services as a single performance obligation. ASU 2021-02 is effective for the Company for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted under certain conditions. The adoption did not have a material impact on the Company's consolidated financial statements.

In December 2019, the FASB

FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company has assessed the impact of ASU 2019-12 and has determined it does not have a material impact on the Company's consolidated financial statements.

3 unchanged paragraphs

The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and intends to adopt the standard on January 1, 2023.

In June 2016, the FASB issued

issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and intends to adopt the standard on January 1, 2023.

In August 2020, the FASB

FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the "own stock" scope exception and certain aspects of the EPS guidance. As the Company expects to qualify for the smaller reporting company determination, the effective date for this ASU is for our fiscal year beginning after December 15, 2023, and the Company has not determined the impact of possible early adoption.

1 unchanged paragraph

Section 107 of the JOBS

the JOBS Act, which was enacted in April 2012, provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourself of the extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

We have elected to avail ourself of the extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

1 unchanged paragraph

4 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

4 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

5 unchanged paragraphs

5 unchanged paragraphs

4 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

6 unchanged paragraphs

2 unchanged paragraphs

and 103 more changes in the filing

Unaudited pro forma financial statements 115 changes

7 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

6 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

6 unchanged paragraphs

15 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

16 unchanged paragraphs

1 unchanged paragraph

18 unchanged paragraphs

1 unchanged paragraph

8 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

and 115 more changes in the filing

Business 134 changes

2 unchanged paragraphs

4 unchanged paragraphs

17 unchanged paragraphs

8 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

6 unchanged paragraphs

4 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

and 134 more changes in the filing

Management 66 changes

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

13 unchanged paragraphs

8 unchanged paragraphs

1 unchanged paragraph

10 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

and 66 more changes in the filing

Executive and director compensation 96 changes

4 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

5 unchanged paragraphs

5 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

and 96 more changes in the filing

Transactions with related persons 21 changes

3 unchanged paragraphs

4 unchanged paragraphs

15 unchanged paragraphs

6 unchanged paragraphs

and 21 more changes in the filing

Principal stockholders 19 changes

6 unchanged paragraphs

2 unchanged paragraphs

and 19 more changes in the filing

Selling stockholders 72 changes

1 unchanged paragraph

2 unchanged paragraphs

58 unchanged paragraphs

6 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

7 unchanged paragraphs

11 unchanged paragraphs

4 unchanged paragraphs

and 72 more changes in the filing

Description of the securities 100 changes

2 unchanged paragraphs

6 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

6 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

and 100 more changes in the filing

Shares eligible for future sale 13 changes

2 unchanged paragraphs

2 unchanged paragraphs

and 13 more changes in the filing

Material u.s. federal income tax considerations 53 changes

8 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

7 unchanged paragraphs

7 unchanged paragraphs

3 unchanged paragraphs

and 53 more changes in the filing

Plan of distribution 70 changes

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

12 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

4 unchanged paragraphs

and 70 more changes in the filing

Experts 2 changes

2 unchanged paragraphs

and 2 more changes in the filing

Legal matters 2 changes

and 2 more changes in the filing

Where you can find more information 6 changes

and 6 more changes in the filing

Index to the financial statements 296 changes

and 296 more changes in the filing

Notes to the financial statements 2 changes

and 2 more changes in the filing

Note 1: DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS 2 changes

2 unchanged paragraphs

6 unchanged paragraphs

and 2 more changes in the filing

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 11 changes

4 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

8 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

and 11 more changes in the filing

Note 4: RELATED PARTY TRANSACTIONS 7 changes

4 unchanged paragraphs

2 unchanged paragraphs

and 7 more changes in the filing

Note 5: COMMITMENTS AND CONTINGENCIES 2 changes

2 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Legal proceedings 3 changes

3 unchanged paragraphs

1 unchanged paragraph

and 3 more changes in the filing

Note 6: DEBT 4 changes

14 unchanged paragraphs

and 4 more changes in the filing

Note 6: DEBT (continued) 6 changes

2 unchanged paragraphs

1 unchanged paragraph

and 6 more changes in the filing

Note 7: EQUITY 20 changes

2 unchanged paragraphs

2 unchanged paragraphs

6 unchanged paragraphs

1 unchanged paragraph

and 20 more changes in the filing

Note 7: EQUITY (continued) 6 changes

26 unchanged paragraphs

and 6 more changes in the filing

Note 8: SEGMENTS 2 changes

and 2 more changes in the filing

Note 8: SEGMENTS (continued) 2 changes

16 unchanged paragraphs

and 2 more changes in the filing

Note 10: SUBSEQUENT EVENTS 26 changes

1 unchanged paragraph

1 unchanged paragraph

15 unchanged paragraphs

1 unchanged paragraph

24 unchanged paragraphs

and 26 more changes in the filing

Financial statements 273 changes

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

7 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

4 unchanged paragraphs

8 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

5 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

and 273 more changes in the filing

Recent Sales of Unregistered Securities 52 changes

1 unchanged paragraph

and 52 more changes in the filing

Exhibits 22 changes

1 unchanged paragraph

and 22 more changes in the filing

Undertakings 27 changes

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

and 27 more changes in the filing