La Rosa Holdings: securities offering (amended)

Cover page 96 changes

Commission on January 6, 2023

As filed with the U.S. Securities and Exchange Commission

6 unchanged paragraphs

(Exact name of registrant as specified in its charter)

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(Name, address, including zip code and telephone number,

number, including area code, of agent for service)

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Approximate date of commencement of proposed sale

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

If any of the securities being

being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.

If this form is filed to register

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.

Act registration statement number of the earlier effective registration statement for the same offering.

15 unchanged paragraphs

this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion,

Dated January 6, 2023

PRELIMINARY PROSPECTUS

Each Unit Consisting of

One Share of Common Stock and

One Warrant to Purchase One Share of Common

This is the initial 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 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

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 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 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.

The shares to be sold by the Selling Stockholders (the "Selling Stockholder Shares") will not be purchased by the underwriters or otherwise included in the underwritten offering of our Units in this initial public offering. The Selling Stockholders may sell or otherwise dispose of their shares in a number of different ways and at varying prices, but will not sell any Selling Stockholder Shares until after the closing of this offering. See "Selling Stockholders-Plan of Distribution." We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses, if any) relating to the registration of the Selling Stockholders' shares of Common Stock with the Securities and Exchange Commission.

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.

Following the completion

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."

Investing in our 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."

Neither the Securities

and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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.

amount of offering proceeds to us presented in this table does not give effect to our cash offering expenses of approximately $1,476,000, which includes approximately $195,000 of accountable and non-accountable expenses due to the Representative, and any exercise of the: (i) over-allotment option we have granted to the underwriters as described below, (ii) the exercise of the Warrants being issued as a part of the Units, (iii) the exercise of the warrants being issued to the Representative in this Offering, or (v) the exercise of the warrants we have issued in private placements prior to this initial public offering as described in more detail in this prospectus. In addition, we will receive no proceeds from the sale of any Selling Stockholder Shares.

This Offering is being underwritten

on a firm commitment basis. We have granted a 45-day option to the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional fifteen percent (15%) of the shares of Common Stock and/or fifteen percent (15%) of the Warrants offered hereby at the public offering price per share of Common Stock equal to the public offering price per Unit minus $0.01 per share and $0.01 per Warrant, respectively, less, in each case, the underwriting discounts payable by us, in any combination solely to cover overallotments, if any (the "Over-Allotment Option").

The underwriters expect to

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

Sole Book-Running Manager

The date of this prospectus is January 6,

SUMMARY OF THE OFFERING

SUMMARY FINANCIAL DATA

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

EXECUTIVE AND DIRECTOR COMPENSATION

TRANSACTIONS WITH RELATED PERSONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SELLING STOCKHOLDERS

DESCRIPTION OF THE SECURITIES

SHARES ELIGIBLE FOR FUTURE SALE

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO THE FINANCIAL STATEMENTS

Through and including

[*], 2023 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

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.

For investors outside the United

States: Neither we, the Selling Stockholders nor any of the underwriters have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States ("U.S.").

Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the Offering of the Securities and the distribution of this prospectus outside of the United States.

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

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."

BASIS OF PRESENTATION

The consolidated financial

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

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.

and 16 more changes in the filing

Exhibits 9 changes

6 unchanged paragraphs

of Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated November 1, 2021 of Employment Agreement by and between La Rosa Holdings Corp. and Mark Gracy dated November 18, 2021 10.6# Director Agreement by and between La Rosa Holdings Corp. and Thomas Stringer 10.7# Director Agreement by and between La Rosa Holdings Corp. and Jodi R. White 10.8# Director Agreement by and between La Rosa Holdings Corp. and Michael La Rosa 10.9# Director Agreement by and between La Rosa Holdings Corp. and Ned L. Siegel of Convertible Note Purchase Agreement 10.11 Convertible Promissory Note by La Rosa Holdings Corp. to Rodney and Jennifer Bosley dated August 18, 2021 10.12 Convertible Promissory Note by La Rosa Holdings Corp. to Capital Pro LLC dated July 22, 2021 10.13 Convertible Promissory Note by La Rosa Holdings Corp. to Andres L. Hebra dated July 22, 2021 10.14 Convertible Promissory Note by La Rosa Holdings Corp. to ROI Funding LLC dated July 22, 2021 10.15 Convertible Promissory Note by La Rosa Holdings Corp. to Nadia Tattrie dated August 27, 2021 10.16 Convertible Promissory Note by La Rosa Holdings Corp. to Sonia Fuentes-Blanco dated September 14, 2021 10.17 Convertible Promissory Note by La Rosa Holdings Corp. to Patricia Jacome dated August 16, 2021 10.18 Convertible Promissory Note by La Rosa Holdings Corp. to Reyex Consulting, LLC dated October 12, 2021 10.19 Convertible Promissory Note by La Rosa Holdings Corp. to Anderson Correa dated October 11, 2021 10.20 Convertible Promissory Note by La Rosa Holdings Corp. to Katherine Lemieux dated October 15, 2021 10.21 Convertible Promissory Note by La Rosa Holdings Corp. to Luz Josanny Colon dated September 28, 2021 10.22 Convertible Promissory Note by La Rosa Holdings Corp. to Junior A. Morales Barreto dated October 15, 2021 10.23 Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 II- 7 1 10.24 Convertible Promissory Note by La Rosa Holdings Corp. to Michael Kerns dated October 15, 2021 10.25 Convertible Promissory Note by La Rosa Holdings Corp. to Seana Abdelmajid dated October 20, 2021 10.26 Convertible Promissory Note by La Rosa Holdings Corp. to Milton Ocasio LLC dated September 28, 2021 10.27 Convertible Promissory Note by La Rosa Holdings Corp. to Gihan Awad dated October 12, 2021 disclosure document of La Rosa Franchising, LLC dated March 2, 2020, and template Franchise Agreement 10.29 Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated May 12, 2021 10.30 Lease Agreement by and between Crosscreek Village Station LLC and La Rosa Realty, LLC dated August 2, 2018, for office space located at Crosscreek Village shopping center, St. Cloud Florida 10.31 Lease Agreement by and between LJR Partners LLC and La Rosa Realty, LLC dated May 28, 2021, for office space located at 377-381 N. Krome Avenue, Homestead, Florida 10.32 Lease Agreement by and between Baez-Pavon Ins Group LLC and La Rosa Realty, LLC dated November 16, 2021, for office space located at 3388 Magic Oak LN, Sarasota, Florida 10.33 Amendment to Capital Market Advisory Agreement dated December 16, 2021 10.34 Convertible Promissory Note by La Rosa Holdings Corp. to Norkis Fernandez dated October 15, 2021 10.35 Convertible Promissory Note by La Rosa Holdings Corp. to Shakira Cortez dated December 13, 2021 10.36 Convertible Promissory Note by La Rosa Holdings Corp. to Randy Vasquez dated December 18, 2021 10.37 Convertible Promissory Note by La Rosa Holdings Corp. to Victor Cruz dated January 7, 2022 of Employment Agreement by and between La Rosa Holdings Corp. and Brad Wolfe dated January 10, 2022 10.39 Membership Interest Purchase Agreement dated as of January 11, 2022 by and among La Rosa Holdings Corp. and Thomas Stewart and La Rosa Realty North Florida, LLC 10.40 Stock Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp. and Norkis Fernandez and La Rosa Realty Lake Nona, Inc. 10.41 Membership Interest Purchase Agreement dated as of January 5, 2022 by and among La Rosa Holdings Corp. and Kevin Guzman and Carmen Aileen Guzman and La Rosa Realty The Elite LLC 10.42 Membership Interest Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp. and Ricky Miller and La Rosa Realty Lakeland LLC 10.43 Membership Interest Purchase Agreement dated as of December 21, 2021 by and among La Rosa Holdings Corp. and Maria Flores-Garcia and Horeb Kissimmee Realty LLC 10.44 Membership Interest Purchase Agreement dated as of January 7, 2022 by and among La Rosa Holdings Corp. and Carlos G. Bonilla and La Rosa CW (Consulting) Agreement dated January 10, 2022 between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd. 10.46 Stock Purchase Agreement dated as of January 10, 2022 between Bonilla Opportunity Fund I Ltd. and La Rosa Holdings Corp. 10.47 Renewal Note due April 30, 2022 by La Rosa Realty Corp. to ELP Global PLLC dated March 10, 2022 10.48 Agent Incentive Plan 10.49# Amendment No. 1 dated March 18, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Brad Wolfe due December 31, 2021 by La Rosa Realty Corp. and ELP Global PLLC dated July 15, 2021 10.51 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated February 25, 2022 of Warrant Agency Agreement by and between La Rosa Holdings Corp. and Vstock Transfer, LLC 10.53# Amendment No. 2 dated April 7, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Brad Wolfe dated April 14, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 10.55 Convertible Promissory Note by La Rosa Holdings Corp. to Peter Lopez dated February 22, 2022 10.56 Amendment No. 1 to La Rosa Holdings Corp. 2022 Agent Incentive Plan dated April 26, 2022 of Amended Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 10.58 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 10.59 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated May 17, 2022 of Employment Agreement by and between La Rosa Holdings Corp. and Josh Epstein dated May 17, 2022 10.61# Amendment No. 1 dated June 9, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Mark Gracy 10.62# Amendment No. 1 dated June 13, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Josh Epstein 10.63 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated June 29, 2022 10.64# Letter Agreement between La Rosa Holdings Corp. and Heritage Corporate Advisors dated July 8, 2022 to Capital Market Advisory Agreement by and between La Rosa Holdings Corp. and Exchange Listing, LLC dated July 1, 2022 to (Consulting) Agreement by and between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd. dated July 20, 2022 of Restricted Stock Unit Agreement of Amendment to Restricted Stock Unit Agreement of Extension Agreement to Note Purchase Agreement of Debt Exchange Agreement 10.71 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated July 29, 2022 dated August 22, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 10.73 Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated July 1, 2022 10.74 Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 dated September 15, 2022 to Membership Interest Purchase Agreement dated January 5, 2022 by and among La Rosa Holdings Corp. and dated September 15, 2022 to Stock Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty dated September 15, 2022 to Membership Interest Purchase Agreement dated January 11, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty North Florida, LLC 10.78 Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated December 21, 2021 by and among La Rosa Holdings Corp. and dated September 15, 2022 to Membership Interest Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp. and dated September 15, 2022 to Membership Interest Purchase Agreement dated January 7, 2022 by and among La Rosa Holdings Corp. and La Rosa CW Properties LLC 10.81 Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated October 3, 2022 10.82 # Amendment No. 2 dated October 18, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Mark Gracy 10.83 Convertible Promissory Note by La Rosa Holdings Corp. to Gemma and Whitfield Pressinger dated October 5, 2022 10.84 Convertible Promissory Note by La Rosa Holdings Corp. to Misael Ortega dated October 7, 2022 of Employment Agreement by and between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022 10.86 Amendment No. 1 dated October 28, 2022 to the Unsecured Subordinated Promissory Notes by La Rosa Holdings Corp. to Joseph La Rosa dated February 25, 2022, dated April 29, 2022, dated May 17, 2022, dated June 29, 2022, dated July 28, 2022, dated October 3, 2022.

11 unchanged paragraphs

(b) Financial Statement Schedules.

The financial statement schedules

have been omitted because they are not applicable, not required, or the information is included in the combined financial statements or notes thereto.

Pursuant to the requirements of

the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Celebration, State of Florida, on January 19, 2023.

LA ROSA HOLDINGS CORP.

President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Founder, President, Chief Executive Officer, and Director (Principal Executive Officer) January 19, 2023 Joseph La Rosa /s/ Kent Metzroth* Chief Financial Officer (Chief Accounting Officer) January 19, 2023 Kent Metzroth /s/ Michael A. La Rosa* Director January 19, 2023 Michael A. La Rosa /s/ Ned L. Siegel* Director January 19, 2023 Ned L. Siegel /s/ Thomas Stringer* Director January 19, 2023 Thomas Stringer /s/ Jodi R. White* Director January 19, 2023 Jodi R. White * By Joseph La Rosa, Attorney-In-Fact II- 4