La Rosa Holdings: securities offering (amended)

Cover page 3 changes

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

Commission on June 8, 2023.

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Subject to Completion, Dated May 19, June 8, 2023

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Prospectus summary 1 change

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Shares of capital stock outstanding immediately before the Offering (as of 19, June 8, 2023):

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Business 3 changes

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The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

Based on our Common Stock

Based on our Common Stock outstanding as of May 19, June 8, 2023 and including the shares to be sold in this Offering, upon the closing of this Offering, Mr. La Rosa will, in the aggregate, beneficially own approximately 56.5% of our outstanding Common Stock (assuming the conversion of the Series A Preferred Stock and no exercise of the underwriters' option to purchase additional shares of Common Stock) and all 2,000 shares of our Series X Super Voting Preferred Stock that provides for 10,000 votes per share when voting with the Common Stock, representing 84.0% of the total voting power of our capital stock. Thus, Mr. La Rosa, our President and Chief Executive Officer, Chairman of the board, and majority stockholder, will be able to control all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

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Market for the common stock 1 change

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As of May 19, June 8, 2023, 6,004,000 shares of Common Stock were issued and outstanding and held by three stockholders of record.

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Principal stockholders 8 changes

Beneficial ownership of the voting

The following table sets forth

The following table sets forth certain information, as of May 19, June 8, 2023, with respect to the holdings of: (i) each person who is the beneficial owner of more than 5% of Company voting stock, (ii) each of our directors, (iii) each executive officer, and (iv) all of our current directors and executive officers as a group.

Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of Company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days. Applicable percentage ownership in the following table is based on 6,004,000 shares of Common Stock issued and outstanding on May 19, June 8, 2023, and 11,674,020 shares of Common Stock, including 807,964 shares of Common Stock upon the conversion of the Series A Preferred Stock, after the Offering assuming an offering of 1,000,000 shares of Common Stock (excluding 150,000 shares which may be issued upon exercise of the underwriters' Over-Allotment Option, 50,000 shares of Common Stock issuable upon the exercise of Representative Warrants (or 57,500 shares if the Representative exercises the over-allotment option in full), 40,000 shares of Common Stock issuable upon the exercise of Consultant Warrants, 50,000 shares of Common Stock issuable upon the exercise of Lender Warrants, 30,000 shares which could be issuable to Emmis Capital upon the closing of this offering, 50,000 shares issuable to Mr. La Rosa upon the exercise of his warrant, 60,000 shares which could be issuable to Joseph La Rosa as the CEO Shares).

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The following table presents information

regarding the Selling Stockholders and the Selling Stockholder Shares that each may offer and sell from time to time under this prospectus.

The following table presents information regarding the Selling Stockholders and the Selling Stockholder Shares that each may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the Selling Stockholders and reflects their respective holdings as of May 19, June 8, 2023, unless otherwise noted in the footnotes to the table. Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned. Notwithstanding the foregoing, the Representative's Warrant is not, pursuant to the rules of the Financial Industry Regulatory Authority ("FINRA"), exercisable for a period of 180 days after the commencement of the sale of the Common Stock in this Offering. As a result, the below table assumes that the Representative's Warrant is not immediately exercisable or exercisable within 60 days after May 19, 2023 for purposes of determining the beneficial ownership before the Offering. The percentage of shares beneficially owned before the Offering is based on 6,004,000 shares of our Common Stock issued and outstanding on May 19, 2023, and 11,674,020 shares to be issued and outstanding after the Offering.

Notwithstanding the foregoing, the Representative's Warrant is not, pursuant to the rules of the Financial Industry Regulatory Authority ("FINRA"), exercisable for a period of 180 days after the commencement of the sale of the Common Stock in this Offering. As a result, the below table assumes that the Representative's Warrant is not immediately exercisable or exercisable within 60 days after June 8, 2023 for purposes of determining the beneficial ownership before the Offering. The percentage of shares beneficially owned before the Offering is based on 6,004,000 shares of our Common Stock issued and outstanding on June 8, 2023, and 11,674,020 shares to be issued and outstanding after the Offering.

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Financial statements 7 changes

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Pursuant to the requirements

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 May 19, June 8, 2023.

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Founder, President, Chief Executive Officer, and Director (Principal Executive Officer) May 19, 2023 Joseph La Rosa /s/ Kent Metzroth* Chief Financial Officer (Chief Accounting Officer) May 19, 2023 Kent Metzroth /s/ Michael A. La Rosa* Director May 19, 2023 Michael A. La Rosa /s/ Ned L. Siegel* Director May 19, 2023 Ned L. Siegel /s/ Thomas Stringer* Director May 19, 2023 Thomas Stringer /s/ Jodi R. White* Director May 19, 2023 Jodi R. White *By Joseph La Rosa, Attorney-In-Fact II- 10

Founder, President, Chief

Executive Officer, and Director (Principal Executive Officer)

Chief Financial Officer (Chief Accounting Officer)

La Rosa, Attorney-In-Fact