La Rosa Holdings: securities offering (amended)

Cover page 69 changes

on September 1, 2023.

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

on September 12, 2023

Registration No. 333-264372

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

LA ROSA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of

4 unchanged paragraphs

1420 Celebration Blvd., 2 nd Floor

Celebration, FL 34747

(Address, including zip code and telephone number, including area code, of agent for service)

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

Chief Executive Officer

1420 Celebration Blvd., 2 nd Floor

Celebration, FL 34747

(Name, address, including zip code and telephone

number, including area code, of agent for service)

Please send copies of all communications to:

Ross D. Carmel, Esq.

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M. Ali Panjwani, Esq.

Approximate date of commencement of proposed sale to the public:

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any of the securities 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. ☒ this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this form is a post-effective amendment filed pursuant to Rule 462(c) 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. ☐ this form is a post-effective amendment filed pursuant to Rule 462(d) 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. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"

If any of the securities 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. x

If this form is filed to register

additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities

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

If this form is a post-effective

amendment filed pursuant to Rule 462(c) 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.

If this form is a post-effective

amendment filed pursuant to Rule 462(d) 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.

Indicate by check mark whether

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

1 unchanged paragraph

information in 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 September 1, 2023

Shares of Common Stock

This is the initial public offering

by La Rosa Holdings Corp., a Nevada corporation (the "Company"). We are offering 1,000,000 shares of our Common Stock, $0.0001 par value per share (the "Common Stock" or the "Securities"), in a firm commitment underwritten public offering (this "Offering") at an initial public offering price of $5.00 per share.

We have also registered for public sale: (i) 50,000 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 (or 57,500 shares if the Representative exercises the over-allotment option in full); and (ii) 2,469,840 shares of

Common Stock held by 168 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 Common

Stock 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 has been no public market our Common Stock prior to this Offering. We have applied to list the Common Stock on the Nasdaq Capital

Market ("Nasdaq"), under the symbol "LRHC."

Following the completion of this

Offering, our Founder, Chairman of the board of directors and Chief Executive Officer, Mr. Joseph La Rosa, will control 83.2% 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 Securities

involves a high degree of risk. See "Risk Factors" beginning on page 17 of this prospectus for a discussion of information that should be considered in connection with an investment in our Securities.

are an "emerging 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."

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.

Non-accelerated filer ☒ x

Smaller reporting company ☒ x

Emerging growth company ☒ x

If an emerging growth company,

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

The Registrant hereby amends this registration

Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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

This Amendment No. 13 to the

Registration Statement on Form S-1 (File No. 333-264372) is filed solely to amend Exhibit 5.1 thereto. Accordingly, this Amendment No.

13 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.

INFORMATION NOT REQUIRED