La Rosa Holdings: securities offering (amended)

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Commission on June 8, 21, 2023.

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Subject to Completion, Dated June 8, 21, 2023

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Stock issuable to the representative of the underwriters ("Representative") upon the exercise of a warrant to be issued to the Representative (or 57,500 shares if the Representative exercises the over-allotment option in full); and (ii) 2,376,757 2,380,187 shares of

Common Stock held by 170 172 selling stockholders (the Representative and the selling stockholders referred to herein as the "Selling

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Prospectus summary 10 changes

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On November 14, 2022, the

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 default penalties including a default interest rate of 24.0%, and a $5,000 per month per occurrence delinquency penalty and a $10,000 per month monitoring charge. 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 50,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of 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) $5.00 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, 30,000 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) (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 matured on the earlier of (i) six months from the date of issue or upon the completion of this Offering. May 14, 2023. The loan is senior in payment to all of our other debt and is secured by virtually all of the Company's assets. The Company and Emmis Capital agreed to extend the maturity date of the loan to the earlier of the date when the Common Stock is listed on Nasdaq, or July 31, 2023. The parties agreed that in the event of listing of the Common Stock on Nasdaq prior to July 31, 2023, on the effective date of this registration statement the Company will issue to Emmis Capital shares of Common Stock valued at the initial public offering price, in lieu of a cash $5,000 delinquency penalty payable from May 14, 2023 to July 31, 2023. In the event the listing is not completed by July 31, 2023, then the delinquency fee shall be paid in cash.

In addition, Emmis Capital agreed to waive any and all events of default existing under the securities purchase agreement and the note as of June 21, 2023, including but not limited to its right to receive default interest and to receive any additional fees, penalties and charges.

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From February 2023 through June

May 2023, we issued 915 923 shares of our Series A Convertible Preferred Stock to 71 73 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act. The Series A Preferred Stock has the following attributes which are more particularly described under the heading "Description of the Securities" herein: (i) the Series A Preferred Stock pays no dividend: (ii) is perpetual; (iii) has no voting right; (iv) is not redeemable but may be repurchased by the Company; and (v) has no liquidation preference in the event of dissolution. The Series A Preferred Stock is mandatorily convertible into shares of the Company's Common Stock upon the earlier of: (x) the closing date of the Company's initial public offering of the Common Stock; or (y) upon a change in control of the Company (as defined in the Company's Certificate of Designation for the Series A Convertible Preferred Stock, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. Upon the mandatory conversion date, each share of the Series A Preferred Stock will automatically convert into shares of our Common Stock based on the ratio of X divided by the product of (Y multiplied by Z), where: (i) X = the total dollar amount invested in the Series A Preferred Stock; (ii) Y = the initial public offering price of the Common Stock (" IPO Price ") as determined by the Board of Directors; and (iii) Z= 0.7 (representing a 30% discount off of the per shares price offered in this Offering). Any fractional number of shares of Common Stock shall be rounded down to the next lower share number. Upon the closing date of this Offering, the 2,828 2,836 shares of the Series A Preferred Stock will automatically convert into 807,964 810,249 shares of our Common Stock (based on an offering price of $5.00 per share in this offering).

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Up to a maximum of 2,376,757 shares. See "Selling Stockholders"

to a maximum of 2,380,179 shares. See "Selling Stockholders" for a description of how we calculate the number of shares offered by the Selling Stockholders.

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Shares of capital stock outstanding immediately before the Offering (as of June 8, 21, 2023):

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shares of Series X Super Voting Preferred Stock having 10,000 votes per share when voting together with the Common Stock, all of which are owned by Mr. La Rosa; and 2,828 2,836 shares of the Series A Preferred Stock which is mandatorily convertible upon the closing of this Offering into 807,964 810,249 shares of our Common Stock (based on an offering price of $5.00 per share in this offering).

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of Common Stock issued and outstanding based on an offering of 1,000,000 shares and the conversion of the Series A Preferred Stock (or 11,824,020 11,827,450 shares of Common Stock issued and outstanding if the underwriters exercise their Over-Allotment Option)); and shares of Series X Super Voting Preferred Stock having 10,000 votes per share, when voting together with the Common Stock, all of which are owned by Mr. La Rosa.

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Risk factors 2 changes

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Total stockholders' equity (deficit) before non-controlling interest (1,284,638 ) 823,401 831,401 (2,877,995 ) 2,948,689 (1) The pro forma column in the balance sheet data as of December 31, 2022 gives effect to (1) the sale of Securities for cash in this Offering at the public offering price of $5.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (the eight percent (8.0%) underwriters' discount, one percent (1.0%) non-accountable expense, accountable expenses of approximately $190,000 and $1,540,000 of estimated offering costs to be paid in cash of which approximately $1,330,000 was included in deferred offering costs as of December 31, 2022), in the total amount of $2,360,000, as if the sale of the Securities had occurred on December 31, 2022, (2) the issuance of Series A Preferred Stock in a private placement prior to this initial public offering in the amount of $676,000, (3) the exchange of related party promissory notes and accrued interest as of December 31, 2022 in the amount of $847,973, net of deferred debt discount of $469,785, for Series A Preferred Stock, (4) the exchange of certain convertible notes and accrued interest as of December 31, 2022 in the amount of $336,212 for Series A Preferred Stock, (5) the conversion of the mandatorily convertible Series A preferred stock into Common Stock, (6) the mandatory conversion of the remaining convertible notes and accrued interest as of December 31, 2022 in the amount of $341,388, net of debt discount and deferred financing fees of $20,221, into Common Stock, (7) the elimination of the derivative liability of $1,022,879 associated with the embedded conversion feature of the convertible notes and the issuance of stock awards and conversion rights related to debt issued in the fourth quarter of fiscal year 2022, and (8) the repayment of notes payable and accrued interest that matures on the closing date of this Offering in the amount of $255,272, net of debt discount of $276,990, as of December 31, 2022.

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sheet data as of March 31, 2023 gives effect to (1) the sale of Securities for cash in this Offering at the public offering price of $5.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (the eight percent (8.0%) underwriters' discount, one percent (1.0%) non-accountable expense, accountable expenses of approximately $190,000 and $1,569,000 of estimated offering costs to be paid in cash of which approximately $1,374,000 was included in deferred offering costs as of March 31, 2023), in the total amount of $2,209,000, as if the sale of the Securities had occurred on March 31, 2023, (2) the additional issuance of Series A Preferred Stock subsequent to March 31, 2023 in a private placement prior to this initial public offering in the amount of $260,000, $268,000, (3) the additional exchange of certain convertible notes subsequent to March 31, 2023 and accrued interest as of March 31, 2023 in the amount of $308,383 for Series A Preferred Stock, (5) the conversion of the mandatorily convertible Series A preferred stock into Common Stock, (6) the mandatory conversion of the remaining convertible note and accrued interest as of March 31, 2023 in the amount of $20,921, net of debt discount and deferred financing fees of $4,958, into Common Stock, (7) the elimination of the derivative liability as of March 31, 2023 of $668,492 associated with the embedded conversion feature of the convertible notes and the issuance of stock awards and conversion rights related to debt issued in the fourth quarter of fiscal year 2022, and (8) the repayment of notes payable and three originally convertible notes that mature on the closing date of this Offering in the amount of $508,970, net of debt discount of $126,815 plus accrued interest of $38,006 as of March 31, 2023, plus interest incurred after March 31, 2023 of $14,619.

Business 12 changes

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The U.S. Bureau of Labor Statistics

U.S. Bureau of Labor Statistics ("BLS") reported that the Consumer Price Index for All Urban Consumers (CPI-U), a broad-based measure of goods and services costs, rose 0.1 percent in March May 2023 on a seasonally adjusted basis, after increasing 0.4% in February April 2023. The BLS noted that over the last 12 months, the all items index increased 5.0% 4.0% before seasonal adjustment which was the smallest 12- month increase since the period ending May March 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 4.75-5.00%, 5.00-5.25%, the highest level since September 2007 at the March May 2023 meeting of its Open Market Committee. (The Fed made no change in the rate at its June meeting.) Fed funds rates impact interest rates on government bonds that have a correlated effect on mortgage interest rates, which, as of April 20, June 16, 2023, the current average rate for a 30-year fixed rate mortgage reached 6.39% 6.69% according to The Wall Street Journal , but fluctuates daily, sometimes hitting over 7.00%, its highest level in 20 years. Peak mortgage interest rates dropped in early 2023, invigorating a housing market that had cooled precipitously at the end of 2022 and through January 2023, but rose again in February, squashing the early momentum, with total existing-home sales transactions that include single-family homes, townhomes, condominiums and co-ops, decreasing by 2.4% 4.4% in March April 2023 to a seasonally adjusted annual rate of 4.4 4.28 million, a 22.0% 23.2% decline in year-over-year sales according to the NAR. The slowdown of home sales transactions resulted from many would-be buyers being priced out of homeownership while many homeowners with mortgage rates below 4.0% feeling stuck in place, since selling would mean taking on a mortgage with a significantly higher interest rate. The cooling economy, with stubbornly high inflation with resulting increasing home sale prices and the prospect of recession in the next 12 months, is keeping some buyers on the sidelines. This has had an adverse effect on our agents' ability to close sales and thus on our results of operations in the year ended December 31, 2022, and for the three months ended March 31, 2023 and continuing into the second quarter of 2023. Thus, we expect these trends to continue to adversely affect our revenues for the rest of 2023. Any further increase in the Fed funds rate could push the U.S. economy into a recession which is likely to have a further negative effect on our operations, income and financial condition.

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According to the Wall Street

Journal, there is now an unprecedented disparity in home sale prices nationally with home prices falling on an annual basis in all of the 12 major housing markets west of Texas, plus Austin, according to mortgage-data from Black Knight Inc.'s home-price index, but in the 37 biggest metro areas east of Colorado, except Austin, home prices rose year-over-year. In the Eastern half of the U.S., Florida and other Southern markets are still attracting companies and adding jobs, that resulted in a jump in Orlando home prices by 9.3%, and Miami prices rising 12%, the top increase among the 50 biggest metro areas as of the end of January 2023. Taking all into consideration, the median national existing-home sale price fell 0.9% in March to $375,00, the largest decrease since January 2012. 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. The number of homes on the market in the U.S. was unchanged at the end of March 2023from the prior month, reflecting a 2.6 month supply versus a 2.0 month supply in March 2022. Management expects the housing-market slowdown to persist throughout 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.

in flux with higher mortgage interest rates and higher (yet decreasing) generally increasing home prices which makes it difficult to predict future market trends. Any decrease in home sales in the future will have an adverse effect on our financial performance and results of operations.

Any decrease in home sales in the future will have an adverse effect on our financial performance and results of operations.

to the Wall Street Journal, "home prices rose in March (the latest data available) for the second straight month as a shortage of homes for sale spurred competition among home buyers Miami had the fastest annual home-price growth in the country, at 7.7%, followed by Tampa, at 4.8%. The weakest market was Seattle, where prices fell 12.4% on an annual basis The S&P CoreLogic Case-Shiller National Home Price Index, which measures home prices across the nation, climbed 0.4% in March compared with February on a seasonally adjusted basis. On a year-over-year basis, the index rose 0.7% in March, down from a 2.1% annual rate in the prior month. The annual increase was the smallest since May 2012." The Case-Shiller index, which measures repeat-sales data, reports on a two-month delay and reflects a three-month moving average. Homes usually go under contract a month or two before they close, so the March data is based on purchase decisions made early this year or late last year. The average rate for a 30-year fixed mortgage was 6.69% in the week ended June 16, 2023, up from 5.78% a year earlier, according to Freddie Mac. 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. The inventory of unsold existing homes increased 7.2% from the previous month to 1.04 million at the end of April, or the equivalent of 2.9 months' supply at the current monthly sales pace. Management expects the housing-market slowdown to persist throughout 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.

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outstanding as of June 8, 21, 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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Sales of a substantial number of shares of our Common Stock in the public markets after this offering (assuming no exercise of the underwriters' Over-Allotment Option), including sales by the Selling Stockholders, could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our Common Stock would have on the market price of our Common Stock.

Sales of a substantial number

of shares of our Common Stock in the public markets after this offering (assuming no exercise of the underwriters' Over-Allotment Option), including sales by the Selling Stockholders, could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our Common Stock would have on the market price of our Common Stock. Based upon the number of shares of Common Stock outstanding as of the date of this prospectus, up to 3,951,426 3,954,856 shares of Common Stock will be immediately eligible for sale in the public market. None of these additional shares include shares sold in this Offering, shares held by our directors and executive officers or shares subject to conversion pursuant to the terms of our convertible debt instruments or shares subject to exercise pursuant to the terms of our outstanding warrants, all of which may become eligible for sale at some time in the future. Moreover, shares of Common Stock that are either subject to employment agreements or reserved for future issuance under our existing equity compensation plan will also become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the lock-up agreements, and Rule 144 and Rule 701 under the Securities Act. If these additional shares of Common Stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our Common Stock could decline.

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authorize us to issue up to 50,000,000 shares of blank check preferred stock of which 13,000 shares are currently authorized for issuance. Any preferred stock that we issue in the future may rank ahead of our other securities in terms of dividend priority or liquidation premiums and may have greater voting rights than our Common Stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of Common Stock, which could dilute the value of our Common Stock to current stockholders and could adversely affect the market price, if any, of our Common Stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company. We have issued: (i) 2,000 shares of our Series X Super Voting Preferred Stock to our Founder, Mr. Joseph La Rosa, that provides him with 10,000 votes per share when voting with the Common Stock; and 2,828 2,836 shares of our Series A Preferred Stock that will automatically convert to 807,964 810,249 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) upon the closing of this Offering at a 30% discount to the per share price. Although we have no present intention to issue any additional shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

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Capitalization 6 changes

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on a pro forma basis, the issuance of Series A Preferred Stock in a private placement subsequent to March 31, 2023 but prior to this initial public offering in the amount of $260,000; $268,000; the conversion of 2,828 2,836 shares of the mandatorily convertible Series A preferred stock into 807,964 shares of Common Stock based on an offering price of $5.00 per share; the mandatory conversions of one remaining convertible note as of March 31, 2023 in the amount of $20,921, net of debt discount and deferred financing fees of $4,958, including accrued interest of $879, for 6,334 810,249 shares of Common Stock based on an offering price of $5.00 per share; and the elimination of the derivative liability of $668,492 associated with the embedded conversion feature of the convertible notes and the issuance of stock awards and conversion rights related to debt issued in the fourth quarter of fiscal year 2022;

the mandatory conversions of one remaining convertible note as of March 31, 2023 in the amount of $20,921, net of debt discount and deferred financing fees of $4,958, including accrued interest of $879, for 6,334 shares of Common Stock based on an offering price of $5.00 per share; and the elimination of the derivative liability of $668,492 associated with the embedded conversion feature of the convertible notes and the issuance of stock awards and conversion rights related to debt issued in the fourth quarter of fiscal year 2022;

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Preferred stock, $0.0001 par value, 50,000,000 shares authorized, and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding, actual; pro forma; and pro forma as adjusted - - - Common stock, $0.0001 par value per share, 250,000,000 shares authorized, 6,004,000 shares issued and outstanding, actual; 6,818,298 6,820,583 shares issued and outstanding, pro forma; and 11,674,020 11,677,450 shares pro forma as adjusted (3) 1,167 1,168 Additional paid-in capital (4) 3,993,032 5,250,747 6,241,938 5,258,746 6,249,937 Accumulated deficit (2) (5,278,270 ) (5,278,270 ) (5,419,703 ) Total stockholders' equity (deficit) (1,284,638 ) (26,842 (18,842 ) 823,402 831,402 Total capitalization $ 587,446 $ 1,565,200 1,573,200 $ 1,543,517 1,551,517 (1) The convertible debt and accrued interest outstanding as of March 31, 2023, net of deferred financing fees of $4,958, is $416,601, which includes accrued interest of $66,559 classified as "Accrued expense" on the balance sheet. Subsequent to March 31, 2022, the Company exchanged convertible debt with an outstanding balance of $308,383, including accrued interest of $48,383, for 304 shares of Series A Preferred Stock. The value of the remining convertible debt plus accrued interest on the estimated Offering date of June 15, 30, 2023 is expected to be $115,762, with all deferred financing fees fully amortized, of which $89,883 is expected to be repaid in cash, including accrued interest of $19,883, and $26,039, including $1,039 of accrued interest is expected to convert into 6,509 6,517 shares at the offering price of $5.00. The "Unaudited pro forma" column reflects the 6,334 shares that would be issued as of March 31, 2023 for the unexchanged convertible note expected to convert and the "Unaudited pro forma as adjusted" column reflects the 6,509 6,517 shares that are expected to be issued on the Offering date. The "Unaudited pro forma as adjusted" column reflects the interest charge incurred subsequent to March 31, 2023 on the convertible debt of $2,585 to "Accumulated Deficit" upon the repayment re payment of the associated debt.

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(3) The number of shares of Common Stock increased by

814,298 of Common Stock increased by 816,583 from the "Unaudited actual" column to the "Unaudited pro forma" column to reflect the conversion of Series A Preferred Stock into Common Stock (807,964 (810,249 shares based on an offering price of $5.00 per share in this offering), and the conversion of the remaining convertible debt valued at March 31, 2023 (6,334 shares). The number of shares of Common Stock increased by 4,872,305 4,856,867 from the "Unaudited pro forma" column to the "Unaudited pro forma, as adjusted" column, which includes the conversion of the convertible debt valued at the expected offering date of June 15, 30, 2023 for 6,509 6,517 shares. The outstanding pro forma and pro forma as adjusted columns immediately following this Offering excludes:

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The increase in the "Unaudited actual" column to the "Unaudited pro forma" column reflects the issuance of Series A Preferred Stock after March 31, 2023 ($260,000); ($268,000); the exchange of convertible debt to Series A Preferred Stock after March 31, 2023, including accrued interest of $48,383 ($308,383); the conversion of the remaining convertible debt and accrued interest of $25,879, less the debt discount of $4,958, valued at March 31, 2023 ($20,921), and the derivative liability ($668,492), 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 $2,791,000 less the elimination of cash and non-cash deferred offering costs of $1,374,000 and $426,000, respectively, less the par value of the shares issue issued in Common Stock.

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Dilution 2 changes

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After giving effect to (1) our sale of 1,000,000 shares of our Common

giving effect to (1) our sale of 1,000,000 shares of our Common Stock by us in this Offering at an initial public offering price of $5.00 per share, less the estimated underwriting discounts and commissions and the estimated offering expenses, and (2) the issuance of Series A Preferred Stock after March 31, 2023 ($260,000); ($268,000); the exchange of convertible debt for Series A Preferred Stock plus accrued interest after March 31, 2023 of $48,383 ($308,383); the mandatory conversion of the remaining convertible note, net of debt discount of $4,958 and accrued interest of $879 ($20,921); and the elimination of the derivative liability ($668,492), our pro forma as adjusted net tangible book value as of March 31, 2023 would be $964,835 $972,835 or $0.08 per share, based on 11,690,603 11,677,450 shares of our Common Stock outstanding. This represents an immediate increase in the pro forma as adjusted net tangible book value of $0.59 per share to existing stockholders and an immediate dilution of $4.92 per share to investors purchasing shares in this Offering.

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Market for the common stock 5 changes

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As of June 21, 2023, 6,004,000

As of 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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shares of Series X Super Voting Preferred Stock held by Mr. La Rosa, our principal executive officer, that provides to Mr. La Rosa 10,000 votes per share when voting with the Common Stock and 2,828 2,836 shares of our Series A Preferred Stock that will automatically convert into 807,964 810,249 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) on the closing date of this Offering at a 30% discount to the per share price. See "Description of the Securities."

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We have adopted the 2022 Equity Incentive Plan (the "2022 Plan")

have adopted the 2022 Equity Incentive Plan (the "2022 Plan") to be which became effective as of March 25, 2022. 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.

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MD&A 3 changes

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High demand, low housing inventory

demand, low housing 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 negatively impacted existing home sales. In 2022, the 30 year fixed mortgage rate doubled from 2021 and reached over 7.0% in 2023. Housing starts declined as a result of the rising mortgage interest rates and affordability fell for the average home owner.

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 negatively impacted 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 the latest data from Florida Realtors, the state wide median sale price for single-family homes in February April 2023 (the most recent data available) was $395,000, up 3.5% from $410,000, the same as the prior year and median price for condo-townhouse units was $315,000 $325,000 up 8.6% 4.8% 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 state wide in February April 2023 totaled 18,627, 23,334, down 21.3% 17.2% year-over-year, while existing condo-townhouse sales totaled 7,665, 10,040, also down 30.2% 26.8% from February April 2022. State wide Florida inventory increased in February April 2023 from a year ago for both existing single-family homes, increasing by 131.4%, 80.2%, and 106.0% 97.4% for condo-townhouse units. The supply (active listings) of single-family existing homes increased by 100% 136.4% in February April 2023 to a 2.7-months' 2.6-months' supply over the same month last year, while existing condo-townhouse properties increased to a 3.2-months' 3.5-months' supply in February April 2023, a 166.7% 169.2% increase over the same month last year.

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Management 3 changes

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On December 2, 2022, the

On 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 ("La Rosa Note No. 7"). This note has an original issued discount of 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 50,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our Common Stock equal to the number of shares that would be issued upon full conversion of 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, 60,000 shares of our Common Stock (based on an offering price of $5.00 per share in this Offering (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.

(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, 60,000 shares of our Common Stock (based on an offering price of $5.00 per share in this Offering (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.

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Principal stockholders 39 changes

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certain information, as of June 8, 21, 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 June 8, 21, 2023, and 11,674,020 11,677,450 shares of Common Stock, including 807,964 810,249 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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(3) Based on 11,674,020 11,677,450 shares of Common

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(4) Each Director received options to

to purchase 20,000 shares, with an exercise price per share equal to the initial offering price of one common share, that vested in full on March 17, 2023.

(5) Includes 50,000 shares that may

may be exercised pursuant to his warrant and 60,000 shares that may be issued immediately preceding this Offering as part of Mr. La Rosa's loan to the Company. Under the terms of Mr. La Rosa's employment agreement, Mr. La Rosa will receive 1,277,428 shares of our Common Stock within 60 days after the closing of this Offering, of which 127,743 will be immediately transferred to Mr. Bonilla pursuant to their Stock Purchase Agreement. See "Prospectus Summary-Recent Developments-Issuance of Promissory Notes." Mr. La Rosa also owns 2,000 shares of Series X Super Voting Preferred Stock that has 10,000 votes per share and votes together as a class with our Common (6) Effective as of the closing date of this Offering, Mr. Metzroth will receive 330,000 "restricted" shares of the Company's Common Stock. which will vest evenly over a two-year period.

(6) Effective as of the closing date

of this Offering, Mr. Metzroth will receive 330,000 "restricted" shares of the Company's Common Stock, which will vest evenly over a two-year period.

(7) Includes 233,549 shares to be issued

(7) Includes 233,481 shares to be issued to the trust ELG-TRUST-1004-09-01-13, controlled by Carlos J. Bonilla, prior to the closing date of this Offering and 127,743 shares that will be immediately transferred from Joseph La Rosa to Mr. Bonilla pursuant to their Stock Purchase Agreement.

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possible resale by the Selling Stockholders identified in the table below of up to 2,426,757 2,430,187 shares of our Common Stock. The Selling Stockholder Shares include: (i) 2,376,757 2,380,187 shares of Common Stock issued to 170 172 Selling Stockholders; and (ii) 50,000 shares of Common Stock issuable upon exercise of the Representative's Warrant (or 57,500 shares if the Representative exercises the over-allotment option in full), at an exercise price of $5.50 per share. Certain Selling Stockholders acquired the Selling Stockholder Shares pursuant to a private placement of securities. See "DESCRIPTION OF THE SECURITIES - Private Placements" for a more detailed description of the private placement. The Representative will be issued the Representative's Warrant at the closing of this Offering in connection with acting as the representative of the underwriters in this Offering.

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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

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 June 8, 21, 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.

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, 21, 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, 21, 2023, and 11,674,020 11,677,450 shares to be issued and outstanding after the Offering.

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Irena Aistrop (15)(83) (15)(85)

Jannette Figueroa-Torres (15)(83) (15)(85)

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Lynda Cologero (15)(83) (15)(85)

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Mark Peters (15)(83) (15)(85)

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Moire Mckibbin (15)(83) (15)(85)

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Sandra Schmidt (15)(83) (15)(85)

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Yamile Garrido Crespo (15)(83) (15)(85)

Alex Santos (15)(82) (15)(84)

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Pedro Aguilar (15)(83) (15)(85)

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Spartan Capital Securities, LLC (80) (82)

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the shares of Common Stock upon the exercise of its lender's warrants for 50,000 shares; for 30,000 shares upon the repayment of the OID Note; and 74,074 shares if the OID Note is fully converted; Mr. Peter Goldstein, the Manager of that entity, has sole voting and dispositive power over such 1,000 shares related to the address for Emmis Capital II, LLC is 151 North Knob Hill Road, Suite 321, Plantation Florida 33324. extension of the maturity date of the OID Note.

Mr. Peter Goldstein, the Manager of that entity, has sole voting and dispositive power over such shares. The address for Emmis Capital II, LLC is 151 North Knob Hill Road, Suite 321, Plantation Florida 33324.

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They will have shared voting and dispositive power over such shares. The address for Ms. Owens and Ms. Owens is 3026 Christophers Watch (79) Mr. Owens and Ms. Owens will acquire the shares of Common Stock upon the automatic conversion of the Series A Preferred Stock on the closing date of this offering. They will have shared voting and dispositive power over such shares. The address for Mr. Owens and Ms. Owens is 3026 Christophers Watch Lane, Ruskin, (80) The Representative Ms. Ramirez will not own any acquire the shares of Common Stock immediately following upon the automatic conversion of the Series A Preferred Stock on the closing date of this offering. The number of shares in the table do not include the 10,500 She will have sole voting and dispositive power over such shares. that are registered that may be issuable as a result of The Representative's exercise of its over-allotment option in full. address for Ms. Ramirez is 5908 Brickleberry Lane, Unit 102, Zephyrhills, FL 33541.

(81) Mr. De Leon will acquire the shares

of Common Stock upon the automatic conversion of the Series A Preferred Stock on the closing date of this offering. He will have sole voting and dispositive power over such shares. The address for Mr. De Leon is 3012 Lady Mae Lane, Kissimmee, FL 34744.

(82) The Representative will not own any

shares of Common Stock immediately following the closing of this Offering. The number of shares in the table do not include the 10,500 shares that are registered that may be issuable as a result of the Representative's exercise of its over-allotment option in full.

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(81) (83) Assumes that all shares offered by

by the Selling Stockholders hereby are sold and that the Selling Stockholders buy or sell no additional shares of Common Stock prior to the completion of this offering. The registration of these shares does not necessarily mean that the Selling Stockholders will sell all or any portion of the shares covered by this prospectus.

(82) (84) Includes 4,000 shares issued to Mr.

Mr. Santos under his employment agreement with the Company on February 1, 2023.

(83) (85) Includes shares of Common Stock that

that the named Selling Stockholder will acquire upon the automatic conversion of the Series A Preferred Stock on the closing date of this offering.

Plan of distribution 6 changes

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On November 14, 2022, the Company

Company and Emmis Capital, an affiliate of Exchange Listing, LLC, entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. In connection with the Securities Purchase Agreement, the Company also granted to Emmis Capital, among other things, upon the repayment of the loan, a grant of 30,000 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) and warrants exercisable for 50,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our Common Stock equal to the number of shares that would be issued upon full conversion of the Senior Secured Promissory Note issued to Emmis; and (iv) have an exercise price equal to the lower of: (A) $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The loan matured on May 14, 2023. The loan is senior in payment to all of our other debt and is secured by virtually all of the Company's assets. The Company and Emmis Capital agreed to extend the maturity date of the loan to the earlier of the date when the Common Stock is listed on Nasdaq, or July 31, 2023. The parties agreed that in the event of listing of the Common Stock on Nasdaq prior to July 31, 2023, on the effective date of this registration statement the Company will issue to Emmis Capital shares of Common Stock valued at the initial public offering price, in lieu of a cash $5,000 delinquency penalty payable from May 14, 2023 to July 31, 2023. In the event the listing is not completed by July 31, 2023, then the delinquency fee shall be paid in cash. In addition, Emmis Capital agreed to waive any and all events of default existing under the securities purchase agreement and the note as of June 21, 2023, including but not limited to its right to receive default interest and to receive any additional fees, penalties and charges.

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January 10, 2022, the Company issued to CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13 equally as assignees of a consultant, Bonilla Opportunity Fund I Ltd., as compensation for its services and for the purchase price of $120.00, a total of 120,000 shares of Common Stock, with anti-dilution and reverse stock split protection to permit that consultant to maintain its percentage ownership prior to and immediately after the closing of the Company's initial public offering. On July 28, 2022, the Company and Bonilla Opportunity Fund I Ltd. amended the services agreement pursuant to which the Company issued to each of two assignees of Bonilla Opportunity Fund I Ltd., CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13, equally an additional total of 133,040 shares of Common Stock. Those shares were subsequently determined by the Company to have been issued erroneously and were canceled. cancelled.

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From February 2023 through June

May 2023, we issued 915 923 shares of our Series A Convertible Preferred Stock to 71 73 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act. Upon the closing date of this Offering, the 915 923 shares of the Series A Preferred Stock will automatically convert into 261,401 263,686 shares of our Common Stock (based on an offering price of $5.00 per share in this Offering) upon the closing of this Offering.

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of shares of Common Stock pursuant to this Offering, we will have 11,674,020 11,677,450 shares of Common Stock issued and outstanding based on an offering of 1,000,000 shares of our Common Stock, which will include the conversion of 2,828 2,836 shares of our Series A Preferred Stock into 807,964 810,249 shares of our Common Stock (based on an offering price of $5.00 per share in this Offering). In the event the underwriters exercise the Over-Allotment Option in full for shares of Common Stock, we will have 11,824,020 11,827,450 shares of Common Stock issued and outstanding.

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Financial statements 22 changes

1 unchanged paragraph

Subsequent to the quarter ending March 31,

31, 2023, the Company issued an additional 260 268 shares of its Series A Convertible Preferred Stock to 22 24 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act, raising $260,000. $268,000. The Company also exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, an additional nine of the convertible promissory notes, representing an aggregate amount of principal and accrued interest of $308,383, for 304 shares of its Series A Preferred Stock at an exchange rate of $1,000.00 per share.

Upon the closing of a future initial public

Upon the closing of a future initial public offering, the 2,828 2,836 shares of the Series A Preferred Stock outstanding will automatically convert into 807,964 810,249 shares of our Common Stock (based on an assumed offering price of $5.00 for the Company's initial public offering).

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The OID Note issued on November 14, 2022

matured on May 14, 2023. The loan is senior in payment to all of our other debt and is secured by virtually all of the Company's assets. The note matured on May 14, 2023. The Company and Emmis Capital agreed to extend the maturity date of the loan to the earlier of the date when the Common Stock is listed on Nasdaq, or July 31, 2023. The parties agreed that in the event of listing of the Common Stock on Nasdaq prior to July 31, 2023, on the effective date of this registration statement the Company will issue to Emmis Capital shares of Common Stock valued at the initial public offering price, in lieu of a cash $5,000 delinquency penalty payable from May 14, 2023 to July 31, 2023. In the event the listing is not completed by July 31, 2023, then the delinquency fee shall be paid in cash. In addition, Emmis Capital agreed to waive any and all events of default existing under the securities purchase agreement and the note as of June 21, 2023, including but not limited to its right to receive default interest and to receive any additional fees, penalties and charges.

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January 10, 2022, the Company issued to CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13 equally as assignees of a consultant, Bonilla Opportunity Fund I Ltd., as compensation for its services and for the purchase price of $120.00, a total of 120,000 shares of Common Stock, with anti-dilution and reverse stock split protection to permit that consultant to maintain its percentage ownership prior to and immediately after the closing of the Company's initial public offering. On July 28, 2022, the Company and Bonilla Opportunity Fund I Ltd. amended the services agreement pursuant to which the Company issued to each of two assignees of Bonilla Opportunity Fund I Ltd., CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13, equally an additional total of 133,040 shares of Common Stock. Those shares were subsequently determined by the Company to have been issued erroneously and were canceled. cancelled. The Company relied upon Section 4(a)(2) of the Securities Act of 1933 that exempts from registration "transactions by an issuer not involving any public offering."

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On November 14, 2022, the Company

Company and Emmis Capital, an affiliate of Exchange Listing, LLC, entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. In connection with the Securities Purchase Agreement, the Company also granted to Emmis Capital, among other things, upon the repayment of the loan, a grant of 30,000 shares of our Common Stock (based on an assumed offering price of $5.00 per share in this Offering and warrants exercisable for 50,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our Common Stock equal to the number of shares that would be issued upon full conversion of the Senior Secured Promissory Note issued to Emmis; and (iv) have an exercise price equal to the lower of: (A) $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The Company relied upon Section 4(a)(2) of the Securities Act of 1933 that exempts from registration "transactions by an issuer not involving any public offering." The Company believes that the sale of the warrants did not involve a "public offering" because: (i) the offer was made only to one entity; (ii) the investor is an affiliate of Exchange Listing, LLC which is a consultant to the Company, advising the Company with respect to its initial public offering; (iii) the members of the investor were sophisticated investors; (iv) the investor had full access to complete due diligence related to the Company, including, but not limited to, the most recent two years of balance sheets; profit and loss, retained earnings, and similar financial statements;

as well as a description of the Company's business operations and the securities being offered for sale; (v) the Company had a pre-existing business relationship with Exchange Listing, LLC, the affiliate of the investor; (vi) the investor represented to the Company, among other things, that: (A) the Note was purchased for its own account not with a view towards, or for resale in connection with, the public sale or distribution thereof; (B) the investor has received all the information it has requested from the Company and it considered necessary or appropriate for deciding whether to acquire the Note, that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Note and to obtain any additional information necessary to verify the accuracy of the information received, and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of the Note; (C) it is an "accredited investor" as such term is defined in Rule 501 under the Act; (vii) the Note was marked as a "restricted" security and was not intended to be resold unless registered or sold pursuant to an exemption from registration. The loan matured on May 14, 2023. The Company and Emmis Capital agreed to extend the maturity date of the loan to the earlier of the date when the Common Stock is listed on Nasdaq, or July 31, 2023. The parties agreed that in the event of listing of the Common Stock on Nasdaq prior to July 31, 2023, on the effective date of this registration statement the Company will issue to Emmis Capital shares of Common Stock valued at the initial public offering price, in lieu of a cash $5,000 delinquency penalty payable from May 14, 2023 to July 31, 2023. In the event the listing is not completed by July 31, 2023, then the delinquency fee shall be paid in cash. In addition, Emmis Capital agreed to waive any and all events of default existing under the securities purchase agreement and the note as of June 21, 2023, including but not limited to its right to receive default interest and to receive any additional fees, penalties and charges.

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From February 2023 through June

May 2023, we issued 915 923 shares of our Series A Preferred Stock to 71 73 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act. Upon the closing date of this Offering, the 915 9,235 shares of the Series A Preferred Stock will automatically convert into 261,401 263,686 shares of our Common Stock upon the closing of this Offering (based on an offering price of $5.00 per share in this offering).

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of Business Conduct and Ethics

of Carmel, Milazzo & Feil LLP (to be included in Exhibit 5.1)

of Rosenberg Rich Baker Berman, P.A.

Amendment No.2 dated June 9, 2023 to the Share Vesting, Cancellation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 dated December 8, 2022 10.107 Extension agreement between Emmis Capital II, LLC and La Rosa Holdings of Business Conduct and Ethics of subsidiaries of Marcum LLP of Carmel, Milazzo & Feil LLP (to be included in Exhibit 5.1) 23.3 Consent of Rosenberg Rich Baker Berman, P.A.

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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 June 8, 21, 2023.

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Founder, President, Chief

Executive Officer, and Director (Principal Executive Officer)

Chief Financial Officer (Chief Accounting Officer)

La Rosa, Attorney-In-Fact

Founder, President, Chief Executive Officer, and Director (Principal Executive Officer) June 21, 2023 Joseph La Rosa /s/ Kent Metzroth* Chief Financial Officer (Chief Accounting Officer) June 21, 2023 Kent Metzroth /s/ Michael A. La Rosa* Director June 21, 2023 Michael A. La Rosa /s/ Ned L. Siegel* Director June 21, 2023 Ned L. Siegel /s/ Thomas Stringer* Director June 21, 2023 Thomas Stringer /s/ Jodi R. White* Director June 21, 2023 Jodi R. White *By Joseph La Rosa, Attorney-In-Fact II- 10