As filed with the Securities and Exchange Commission on April 24, 2024.

Registration Statement No. 333-         

UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

La Rosa Holdings Corp.

(Exact name of Registrant as specified in its charter)

1420 Celebration Blvd., 2^ndFloor

Celebration, Florida 34747

(321) 250-1799

(Address, including zip code, and telephonenumber, including area code, of Registrant’s principal executive offices)

Joseph La Rosa

Chief Executive Officer and President
La Rosa Holdings Corp.

1420 Celebration Blvd., 2^ndFloor

Celebration, Florida 34747

(321) 250-1799

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Copies to:

Ross D. Carmel, Esq.

Philip Magri, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Ave of the Americas, 31^stFloor

New York, New York 10036

(212) 930-9700

Approximate date of commencement of proposedsale to the public:

From time to time after this Registration Statementbecomes effective.

If any of the securities being registered on thisform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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

The Registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a), may determine.

The information containedin this prospectus is not complete and may be changed. The Selling Stockholder named in this prospectus may not sell these securitiesuntil the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sellthese securities and we are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

LA ROSA HOLDINGS CORP.

6,950,334 SHARES OF COMMON STOCK

This prospectus (this “Prospectus”)relates to the offer and sale from time to time by the selling stockholder (the “Selling Stockholder”) of up to 6,950,334shares of common stock, par value $0.0001 per share, of La Rosa Holdings Corp., a Nevada corporation.

We are registering the resale of (i) up to 6,316,034shares of common stock issuable upon conversion of the convertible promissory notes (the “Convertible Notes”) issued in twoprivate placement transactions (the “Placements”) completed on February 20, 2024 and April 1, 2024, pursuant tosubstantially identical Securities Purchase Agreements (the “Securities Purchase Agreements”) with the Selling Stockholder,Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill” or the “Selling Stockholder”), (ii) up to 517,300shares issuable upon exercise of warrants (the “Placement Warrants”) issued to the Selling Stockholder in the Placements,and (iii) 117,000 shares of common stock issued to the Selling Stockholder in the Placements as commitment fees for entering into theSecurities Purchase Agreements.

The 6,950,334 shares of common stock being registeredin accordance with the Placements consist of the following: (i) pursuant to the Securities Purchase Agreement for the Placement that closedon February 20, 2024, with Mast Hill, up to 2,807,017 shares issuable upon conversion of the $1,052,631.58 Convertible Note issuedto Mast Hill in that Placement, up to 215,000 shares issuable upon exercise of the Placement Warrants issued to Mast Hill in that Placement,and 67,000 shares of common stock issued to Mast Hill as a commitment fee for entering into the Securities Purchase Agreement for thatPlacement; and (ii) pursuant to the Securities Purchase Agreement for the Placement that closed on April 1, 2024, with Mast Hill,up to 3,509,017 shares issuable upon conversion of the $1,316,000 Convertible Note issued to Mast Hill in that Placement, up to 302,300shares issuable upon exercise of the Placement Warrants issued to Mast Hill in that Placement, and 50,000 shares of common stock issuedto Mast Hill as a commitment fee for entering into the Securities Purchase Agreement for that Placement. For a more complete discussionof the terms and conditions of the Securities Purchase Agreements and Placements, see the discussion under the heading “PrivatePlacements.” The resale of the 6,950,334 shares by the Selling Stockholder pursuant to this Prospectus is referred to as the“Offering.”

We are not selling any securities under this Prospectusand will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder. We will, however, receiveproceeds from the exercise of the Placement Warrants if they are exercised for cash.

The Selling Stockholder is an “underwriter”within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder may sell the shares of common stock described inthis Prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more informationabout how the Selling Stockholder may sell the shares of common stock being registered pursuant to this Prospectus.

We are a “controlled company” as defined under the corporategovernance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of April 24, 2024, controls 74% of the total voting power of ourcommon stock based on his ownership of common stock and the 20,000,000 votes provided by his Series X Super Voting Preferred Stock, $0.0001par value per share, (the “Series X Preferred Stock”) that votes with the common stock, with respect to director electionsand other matters. As a “controlled company,” as defined under the Nasdaq Stock Market Rules, we are permitted to elect torely on certain exemptions from Nasdaq’s corporate governance rules. We do not plan to rely on these exemptions, but we may electto do so in the future. Please read “Prospectus Summary—Implications of Being a Controlled Company” beginningon page 7 of this prospectus for more information.

We will pay the expenses incurred in registeringthe shares of common stock, including legal and accounting fees. See “Plan of Distribution.”

Our principal executive offices are located at 1420Celebration Blvd., 2nd Floor, Celebration, Florida 34747.

Our common stock is listed on the Nasdaq Capital Market under the symbol“LRHC.” On April 23, 2024, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.55 per share.

We are an emerging growth company under the Jumpstartour Business Startups Act of 2012, or JOBS Act, and, as such, may elect to comply with certain reduced public company reporting requirementsfor this prospectus and future filings.

Investing in our common stock involves a highdegree of risk. See “Risk Factors” beginning on page 11 of this Prospectus.

Neither the Securities and Exchange Commission(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this Prospectusis truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is __________, 2024

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus describes the general manner inwhich the Selling Stockholder may offer from time to time up to 6,950,334 shares of common stock. You should rely only on the informationcontained in this prospectus and the related exhibits, any prospectus or amendment thereto, and the documents incorporated by reference,or to which we have referred you, before making your investment decision. Neither we nor the Selling Stockholder have authorized anyoneto provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.This prospectus, any prospectus or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, thecommon stock offered by this prospectus, any prospectus or amendments thereto in any jurisdiction to or from any person to whom or fromwhom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information containedin this prospectus, any prospectus or amendments thereto, as well as information we have previously filed with the U.S. Securities andExchange Commission (“SEC”), is accurate as of any date other than the date on the front cover of the applicable document.

If necessary, the specific manner in which theshares of common stock may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update,or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained inthis prospectus and any prospectus, you should rely on the information in such prospectus, provided that if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date—for example, a document incorporated by referencein this prospectus or any prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.

Neither the delivery of this prospectus nor anydistribution of common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been nochange in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus.Our business, financial condition, results of operations and prospects may have changed since such date.

Unless the context indicates otherwise, the terms“La Rosa Holdings,” “Company,” “we,” “us” and “our” refer to La Rosa HoldingsCorp., a Nevada corporation, and its subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, the documents incorporated byreference herein and therein, and other written and oral statements we make from time to time contain certain “forward-looking”statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended(the “Exchange Act”). You can identify these forward-looking statements by the fact they use words such as “could,”“expect,” “anticipate,” “estimate,” “target,” “may,” “project,”“guidance,” “intend,” “plan,” “believe,” “will,” “potential,”“opportunity,” “future,” and other words and terms of similar meaning and expression in connection with any discussionof future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictlyto historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties,including factors that could delay, divert, or change any of them, and could cause actual outcomes to differ materially from current expectations.These statements are likely to relate to, among other things, our business strategy, our research and development, our product developmentefforts, our ability to commercialize our product candidates, the activities of our licensees, our prospects for initiating partnershipsor collaborations, the timing of the introduction of products, the effect of new accounting pronouncements, uncertainty regarding ourfuture operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

We have included more detailed descriptions ofthese risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual resultsto differ materially from any forward-looking statement in the “Risk Factors” sections of this prospectus and the documentsincorporated by reference herein including, but not limited to, the risk factors incorporated by reference from our filings with the SEC.We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurancecan be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors not to place significantreliance on forward-looking statements; such statements need to be evaluated in light of all the information contained and incorporatedby reference in this prospectus. Furthermore, the statements speak only as of the date of each document, and we undertake no obligationto update or revise these statements.

INDUSTRY AND MARKET DATA

This prospectus includes industry data and forecaststhat we obtained from industry publications and surveys, as well as public filings and internal company sources. Industry publications,surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, butthere can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market positionand market estimates are based on third-party forecasts, management’s estimates and assumptions about our markets and our internalresearch. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptionsrelied upon in those sources, and we cannot assure you of the accuracy or completeness of such information contained in this prospectus.Such data involve risks and uncertainties and is subject to change based on various factors, including those discussed under “RiskFactors” and “Cautionary Note Regarding Forward-Looking Statements.”

RISK FACTORS

The risks and uncertainties described thereinand below could materially adversely affect our business, operating results and financial condition, as well as cause the value of oursecurities to decline. You may lose all or part of your investment as a result. You should also refer to the other information containedin this prospectus, or incorporated by reference, including our financial statements and the notes to those statements, and the informationset forth under the caption “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materiallyfrom those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-lookingstatements included in this prospectus are based on information available to us on the date hereof, and all forward-looking statementsin documents incorporated by reference are based on information available to us as of the date of such documents. We disclaim any intentto update any forward-looking statements. The risks described below and contained in our Annual Report on Form 10-K, Quarterly Reportson Form 10-Q and in our other periodic reports are not the only ones that we face. Additional risks not presently known to us or thatwe currently deem immaterial may also adversely affect our business operations.

Risks Related to Our Business

Our independent registered publicaccounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “goingconcern.” If we are unable to continue as a going concern, our securities will have little or no value.

Although our audited financial statements forthe years ended December 31, 2023 and 2022, were prepared under the assumption that we would continue our operations as a going concern,the report of our independent registered public accounting firm that accompanies our financial statements for the years ended December 31,2023 and 2022, contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue asa going concern, based on that we have incurred recurring net losses, and our operations have not provided net positive cash flows.

We plan on continuing to expand via acquisition,which we believe will us achieve future profitability, and we intend to raise capital from outside investors, as we have done in the past,to fund operating losses and to provide capital for further business acquisitions. However, there are no assurances that such financingwill be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not includeany adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future throughsales of our products, financings or from other sources or transactions, we will exhaust our resources and will be unable to continueoperations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.

We have a limited operating historywith financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow down as our businessmatures and may slow down due to the recent antitrust litigation.

We began operations in 2021. As a result of ourlimited operating history, we have limited financial data that can be used to evaluate our current business, and such data may not beindicative of future performance. We have encountered, and expect to continue to encounter, risks and difficulties frequently experiencedby growing companies, including challenges in financial forecasting accuracy, hiring of experienced personnel, hiring of technology employees,determining appropriate investments, developing new products and features, assessing legal and regulatory risks, among others. Any evaluationof our business and prospects should be considered in light of our limited operating history, and the risks and uncertainties inherentin investing in early-stage companies. In addition, recent settlements of litigation based on alleged violations of federal and stateantitrust laws may have an adverse impact on our potential growth.

We may not realize the expected benefitsof our recent acquisitions because of integration difficulties and other challenges.

The success of our recent acquisitions will depend,in part, on our ability to realize the anticipated revenue, cost-savings, tax, collaboration and other synergies from integrating ourtwo recent acquisitions with our existing business. The integration process may be complex, costly, and time-consuming. We may not accomplishthe integration smoothly, successfully, or within the anticipated costs or time frame. The diversion of the attention of management fromour current operations to the integration effort and any difficulties encountered in combining operations could prevent us from realizingthe full benefits anticipated to result from the share exchanges and could adversely affect our business. In addition, the integrationefforts could divert the focus and resources of the management of the Company from other strategic opportunities and operational mattersduring the integration process.

Risks Related to the Ownership of Our CommonStock

Our failure to maintain our compliancewith Nasdaq’s continued listing standards or other requirements could result in our common stock being from Nasdaq, which couldadversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.

Our common stock is currently listed on the NasdaqCapital Market on Nasdaq under the symbol “LRHC.” Nasdaq requires listed issuers to comply with certain standards in orderto remain listed on its exchange. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unableto obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of whichcould materially adversely affect our stockholders.

On November 24, 2023, Nasdaq notified usthat we had longer met Nasdaq Listing Rule 5550(b)(2) requiring the Company to maintain a minimum market value of listed securities(“MVLS”) of $35 million based the Company’s MVLS for the prior 30 consecutive business days. Nasdaq Rule 5550 requiresa Nasdaq-listed company to meet at least of one of the continued listing standards under Nasdaq Rule 5550(b), including having a (i) stockholder’sequity of at least $25 million (the “Equity Standard”), (ii) the MVLS standard; or (iii) net income from continuing operationsof $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. Nasdaq had given us180 days to regain compliance under Nasdaq Rule 5550, or until May 22, 2024. On April 18, 2024, Nasdaq notified us that hadregained compliance with Nasdaq Rule 5550 by satisfy the Equity Standard under Listing Rule 5550(b).

If we violate Nasdaq’s listing requirements,or if we fail to meet any of Nasdaq’s listing standards, our common stock may be delisted. A delisting of our common stock fromNasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on themarket price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantlyimpair our ability to raise capital and the value of your shares.

Future issuances of our common stockor securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stockto decline and would result in the dilution of your holdings.

Future issuances of our common stock or securitiesconvertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to decline. Wecannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the priceof our common stock. In all events, future issuances of our common stock would result in the dilution of your holdings. In addition, theperception that new issuances of our securities could occur could adversely affect the market price of our common stock.

Future issuances of debt securities,which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could ranksenior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you maybe able to achieve from an investment in our securities.

In the future, we may attempt to increase ourcapital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respectto other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holdersof our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences overholders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issuedebt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factorsbeyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders ofour common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return,if any, they may be able to achieve from an investment in our securities.

Concentration of ownership of ourvoting stock by Mr. La Rosa will prevent new investors from influencing significant corporate decisions.

Based on our common stock outstanding as of April 24, 2024, Mr. LaRosa had voting power of approximately 74% of our outstanding voting stock. As a result, Mr. La Rosa, our President and Chief ExecutiveOfficer, Chairman of the Board of Directors, and majority stockholder, controls all matters requiring stockholder approval, includingthe election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosa may notcoincide with the interests of other stockholders.

Mr. La Rosa may have interests different thanyours and may vote in a way with which you disagree and that may be adverse to your interests. In addition, Mr. La Rosa’s concentrationof ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attemptingto obtain control of us, which could cause the market price of our common stock to decline or prevent our stockholders from realizinga premium over the market price for their common stock. In addition, he may want the Company to pursue strategies that deviate from theinterests of other stockholders. Investors should consider that the interests of the Mr. La Rosa may differ from their interests in materialrespects.

As a “controlled company”under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements thatcould have an adverse effect on our public stockholders.

We are and, upon the completion of this offering,will continue to be a “controlled company” as defined under the Nasdaq Listing Rule 5615(c)(1) and may elect not to complywith certain corporate governance requirements, including the requirement that a majority of our directors be independent, as definedin the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees consistentirely of independent directors. Although we do not intend to rely on the “controlled company” exemption under the Nasdaqlisting rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption,a majority of the members of our Board of Directors might not be independent directors and our nominating and corporate governance andcompensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlledcompany relying on the exemption and during any transition period following a time when we are no longer a controlled company, you wouldnot have the same protections afforded to stockholders of companies that are subject to all the Nasdaq Capital Market corporate governancerequirements. Our status as a controlled company could cause our shares to be less attractive to certain investors or otherwise harm ourtrading price.

We are authorized to issue “blankcheck” preferred stock without stockholder approval, which could adversely impact the rights of holders of our common stock.

Our articles of incorporation authorize us toissue up to 50,000,000 shares of “blank check” preferred stock, meaning our Board of Directors can designate the rights andpreferences of classes or series of such preferred stock without stockholder approval. Any preferred stock that we issue in the futuremay rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our commonstock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, whichcould dilute the value of 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 achange in control of our company. There can be no assurance that we will not issue preferred stock in the future.

If our shares of common stock becomesubject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealerpractices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00,other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems,provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our common stock is less than $5.00,our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock nototherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, thepenny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealermust make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’swritten acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks;and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing thetrading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

We may need, but be unable, to obtainadditional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activities,and, in the future, we hope to rely on revenues generated from operations to fund the cash requirements of our activities. However, therecan be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financingmay not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financingof securities senior to the common stock will likely include financial and other covenants that will restrict our flexibility. Any failureto comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operationsbecause we could lose our existing sources of funding, and our ability to secure new sources of funding could be impaired.

Our common stock may be affected bylimited trading volume and price fluctuations, which could adversely impact the value of our common stock.

Our common stock has experienced, and is likelyto experience in the future, significant price and volume fluctuations, which could adversely affect the market prices of our common stockwithout regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial resultsand changes in the overall economy or the condition of the financial markets could cause the market prices of our common stock to fluctuatesubstantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor resultsin the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our commonstock and warrants will be stable or appreciate over time.

The price of our common stock maybe adversely affected by the future issuance and sale of shares of our common stock or other equity securities.

We cannot predict the size of future issuancesor sales of our common stock or other equity securities, future acquisitions or capital raising activities, or the effect, if any, thatsuch issuances or sales may have on the market price of our common stock. The issuance and sale of substantial amounts of common stockor other equity securities or announcement that such issuances and sales may occur could adversely affect the market price of our commonstock.

We currently do not intend to declaredividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciationof our common stock.

We currently do not expect to declare any dividendson our common stock in the foreseeable future. Instead, we anticipate that all our earnings in the foreseeable future will be used toprovide working capital to support our operations and to finance the growth and development of our business. Any decision to declare orpay dividends in the future will be at the discretion of our Board, subject to applicable laws and dependent upon several factors, includingour earnings, capital requirements and overall financial conditions. In addition, terms of any future debt or preferred securities mayfurther restrict our ability to pay dividends on our common stock. Accordingly, your only opportunity to achieve a return on your investmentin our common stock may be if the market price of our common stock appreciates and you sell your shares at a profit. The market pricefor our common stock may never exceed, and may fall below, the price that you pay for such common stock.

USE OF PROCEEDS

This Prospectus relates to shares of our commonstock that may be offered and sold from time to time by the Selling Stockholder. We will receive no proceeds from the sale of shares ofcommon stock by the Selling Stockholder.

We will receive proceeds upon exercise of the Warrants, assuming theyare not exercised on a “cashless” basis. The holder may exercise the Warrants by a “cashless” exercise if theMarket Price is less than the exercise price of the Warrants, then in effect, and there is no effective registration statement for theresale of the underlying shares of common stock. “Market Price” means the highest traded price of the common stock duringthe thirty trading days before the date of the respective exercise notice.

To the extent any Warrants are not exercised on a “cashless basis,” we intend to use the net proceedsentirely for general corporate purposes, working capital requirements, and other purposes that the Board of Directors deems to be in thebest interests of the Company.

MARKET PRICE OF OUR COMMON STOCK AND RELATEDSTOCKHOLDER MATTERS

Market Information

Our common stock is listed on the Nasdaq CapitalMarket under the symbol “LRHC.” A description of our common stock is set forth under the heading “Description of CapitalStock” beginning on page 24 of this prospectus.

The last reported sale price for our common stock on April 23, 2024,as reported by Nasdaq, was $1.55 per share.

Holders

As of April 24, 2024, we had 202 record holders of our common stockissued and outstanding. The number of record holders was determined from the records of our transfer agent and does not include beneficialowners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Transfer Agent and Registrar

Our transfer agent and registrar for our commonstock is Vstock Transfer, LLC located at 18 Lafayette Place, Woodmere, NY 11598. Their telephone number is (212) 828-8436.

Dividend Policy

The Company has never previously declared or paidany cash dividends on its common stock. We currently intend to retain earnings and profits, if any, to support our business strategy anddo not intend to pay any cash dividends within the foreseeable future. Any future determination to pay cash dividends will be at the solediscretion of our Board of Directors and will depend upon the financial condition of the Company, its operating results, capital requirements,general business conditions and any other factors that our Board of Directors deems relevant.

PRIVATE PLACEMENTS

February 2024 Private Placement

As we reported on a Form 8-K filed with the SECon February 26, 2024, on February 20, 2024, we entered into a securities purchase agreement (the “Securities PurchaseAgreement”) with the Selling Stockholder pursuant to which we issued the Selling Stockholder a 13% OID senior secured promissorynote in the face amount of $1,052,631.58 (the “Note”), 67,000 shares of the Company’s common stock as a commitment fee(the “Commitment Shares”), a warrant to purchase up to 120,000 shares of common stock (the “First Warrant”) anda second warrant, to purchase up to 95,000 (the “Second Warrant,” and together with the First Warrant, the “Warrants).The Company also granted the Selling Stockholder piggy-back registration rights in the Securities Purchase Agreement.

The private placement closed on February 20,2024 (the “Closing Date”).

Pursuant to the Securities Purchase Agreement,until the Note is either converted or fully repaid, the Company is prohibited from effecting or entering into an agreement involving aVariable Rate Transaction, as defined in the Securities Purchase Agreement, other than pursuant to an “at-the-market” agreementwith a registered broker-dealer, whereby such registered broker-dealer is acting as principal in the purchase of common stock from theCompany or an Equity Line of Credit (as defined in the Note).

The Securities Purchase Agreement provided untilthe Company obtains shareholder approval to satisfy Nasdaq Rule 5635(e), the maximum amount of common stock issuable under the Note andWarrants was limited to no more than 19.99% of the issued and outstanding common stock of the Company as of the Closing Date. The Companyhad also agreed to obtain shareholder approval and file a preliminary information statement on Schedule 14C with the SEC within ten calendardays of the Closing Date and file a definitive information statement on Schedule 14C with the SEC with respect to the shareholder approvalas soon as permissible. The Company also granted the Selling Stockholder a right of participation for future offerings other than alreadydisclosed in the Company’s reports filed with the SEC or pursuant to Excluded Issuance (as defined in the Securities Purchase Agreement)

The Company and its subsidiaries (collectively,the “Company Group”) also entered into that a security agreement with the Selling Stockholder (the “ Security Agreement”)pursuant to which the Company Group granted the Selling Stockholder a security interest in certain property of the Company Group to securethe Company’s obligations under the Note.

In connection with thetransaction, the Company and the Selling Stockholder entered into a registration rights agreement (the “ Registration Rights Agreement”)pursuant to which the Company agreed to register the Commitment Shares and the shares of common stock underlying the Note and Warrantsunder the Securities Act pursuant to a registration statement on Form S-1 (or other appropriate form). The Company had agreed to filethe registration statement with the SEC within ninety (90) calendar days from the date of the Securities Purchase Agreement and to useits best efforts to have the registration statement declared effective by the SEC within 120 days from the date of the Securities PurchaseAgreement.

Note

The face amount of the Note is amount of $1,052,631.58.The purchase price of the Note was $1,000,000.00 with an original issue discount of $52,631.58. The principal amount of the Note bearsinterest at the rate of 13% per annum (on a 365-day year) and is due on the one-year anniversary date of the issuance date, or February 20,2025, Any outstanding principal amount or interest on the Note that is not paid at maturity will bear interest at the rate of the lesserof (i) sixteen percent (16%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“DefaultInterest”).

Amortization Payments. Under the Note,the Company is required to make monthly amortization payments commencing June 30, 2024.

Beneficial Ownership Limitation. Underthe Note, the holder of the Note may at any time and from time to time, subject to beneficial ownership limitations, convert the outstandingprincipal amount and accrued interest under the Note into shares of common stock at a conversion price of $2.50 per share unless the Companyfails to make an amortization payment under the Note or upon an Event of Default (as defined under the Note), in which case the conversionprice shall be the lower of $2.50 or the market price equal to 85% of the lowest VWAP (volume-weighted average price) on any trading dayduring the five (5) trading days prior to the respective conversion date. The number of shares issuable upon the conversion of the Noteand the conversion price of the Note are subject to any stock dividend, stock split, stock combination, rights offerings, reclassification,or similar transaction.

Prepayment. At any time prior to the datethat an Event of Default occurs under the Note, the Company may, upon fifteen (15) Trading Days prior written notice to the holder ofthe Note, prepay in whole or in part the outstanding principal amount and interest then due under this Note. The holder has the right,during the period beginning on the date of holder’s receipt of the prepayment notice and until the holder’s actual receiptof the full prepayment amount on the prepayment date, to instead convert all or any portion of the Note pursuant to the terms of the Note,including the amount of the Note to be prepaid by the Company. If the Borrower exercises its right to prepay the Note, the Borrower shallmake payment to the holder of an amount in cash equal to the sum of: (w) 100% multiplied by the principal amount to be prepaid plus (x)accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) $750.00 to reimburse holder foradministrative fees. If the Borrower delivers prepayment notice and fails to pay the applicable prepayment amount due to the holder ofthe Note, then the Borrower shall forever forfeit its right to prepay any part of the Note.

Repayment from Proceeds. Under Section1.10 of the Note, if, at any time prior to the full repayment or full conversion of all amounts owed under the Note, the Company or anyof the Company’s Subsidiaries receives cash proceeds from any source or series of related or unrelated sources on or after the issuedate, including but not limited to, from payments from customers, the issuance of equity or debt, the incurrence of Indebtedness (as definedin this Note), a merchant cash advance, sale of receivables or similar transaction, the conversion of outstanding warrants of the Companyor any of the Company’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note)of the Company, or the sale of assets by the Company or any of the Company’s Subsidiaries, the Company shall, within one (1) businessday of Company’s or the Subsidiaries’ receipt of such proceeds, inform the holder of or publicly disclose such receipt, followingwhich the holder shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply up to 20%of such proceeds to repay all or any portion of the outstanding principal amount and interest (including any Default Interest) then dueunder this Note. Failure of the Company to comply with this provision shall constitute an Event of Default. “Equity Line of Credit”shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has theright to “put” its common stock to the investor or underwriter over an agreed period of time and at an agreed price or priceformula (such common stock must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’sresale). Notwithstanding anything to the contrary, Section 1.10 of this Note shall not apply to the sale of non-material assets or paymentsfrom customers received by the Company, in each case in the ordinary course of business (in each case and collectively, the “OrdinaryProceeds”), or cash proceeds from “at-the-market offering” with a registered broker-dealer, whereby such registeredbroker-dealer is acting as principal in the purchase of common stock from the Company (the “ATM Offering”), unless such cashproceeds from the Ordinary Proceeds or ATM Offering are received on or after the date that an Event of Default under the Note occurs.

Warrants

The First Warrant is exercisable for up to 120,000shares of Common Stock for $3.00 per share from the date of issuance until the February 1, 2029, fifth anniversary of the ClosingDate.

The Second Warrant was issued to the Selling Stockholderas a commitment fee. The Second Warrant is exercisable for up to 67,000 shares of common stock for $2.25 per share from the date of issuanceuntil February 20, 2029, the fifth anniversary of the Closing Date; provided, however, that the Second Warrant will be automaticallycanceled if the Note is fully extinguished (by repayment in cash and/or conversion into common stock) on or prior to the Maturity Date.

Cashless Exercise. The holder may exercisethe Warrants by a “cashless” exercise if the Market Price is less than the exercise price then in effect and there is no effectiveregistration statement for the resale of the shares. “Market Price” means the highest traded price of the common stock duringthe thirty trading days before the date of the respective exercise notice.

Stock Dividend and Stock Split Adjustments.The exercise price and number of shares of common stock issuable upon the exercise of Warrants are subject to adjustment in the eventof any stock split, stock dividend, recapitalization or reorganization. Stock Dividends and Splits.

Future Issuances. If at any time the Companygrants, issues, or sells any common stock, for consideration per share or convertible securities or options, other than in an ExcludedIssuance (as defined in the Warrants), with a conversion or exercise price, as the case may be, less than a price (the “New IssuancePrice”) equal to the exercise price in effect immediately before such granting, issuance or sale or deemed granting, issuance orsale, the exercise price of the Warrants then in effect shall be reduced to an amount equal to the New Issuance Price. The exercise priceand number of shares of common stock issuable upon the exercise of the Warrants are also subject to adjustment for stock splits, recapitalizations,and other events as described in the Warrants.

The Securities Purchase Agreement contained customaryrepresentations and warranties and agreements and obligations of the parties. The preceding description of the Note, First Warrant, SecondWarrant, Securities Purchase Agreement, Security Agreement Rights Agreement, and Registration Rights Agreement purport to be a summaryonly and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as exhibits to the registrationstatement of which this prospectus forms a part.

The Securities Purchase Agreement contains customaryrepresentations and warranties and agreements and obligations of the parties. The proceeds of this Note financing will be used for businessdevelopment and general working capital purposes. The foregoing description of the Securities Purchase Agreement, the Security Agreement,the Note, the warrants and the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreements,copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.

The Company is currently listed on the NasdaqCapital Market and is subject to the listing rules of The Nasdaq Stock Market LLC. The issuance of the Shares, the additional shares ofour common stock issuable upon conversion of the Note and exercise of the Warrants, implicate certain of the Nasdaq listing standardsrequiring prior stockholder approval in order to maintain our listing on Nasdaq. On February 20, 2024, Joseph La Rosa, the Company’sChief Executive Officer, President and Chairman, as the majority stockholder of the Company, in accordance with Nasdaq Listing Rules 5635(b)and 5635(d), approved (i) the entry into the Securities Purchase Agreement and the transactions contemplated thereunder, including theissuance of the Note, Commitment Shares and Warrants, (ii) the issuance of shares of common stock issuable upon the full conversion ofthe Note, (iii) the issuance of shares of common stock issuable upon exercise of the Warrants. On February 29, 2024, the Companyfiled a preliminary information statement on Schedule 14C with the SEC notifying stockholders of such written consent in lieu of havinga stockholders’ meeting. On March 11, 2024, the Company field a definitive preliminary statement on Schedule 14C with the SEC andcommenced mailing the definitive information statement to stockholders of record as of the close of business on February 20, 2024.

April 2024 Private Placement

As we reported on a Form 8-K filed with the SECon April 5, 2024, on April 1, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”)with the Selling Stockholder pursuant to which we issued the Selling Stockholder a 13% OID senior secured promissory note in the faceamount of $1,316,000 (the “Note”), 50,000 shares of the Company’s common stock as a commitment fee (the “CommitmentShares”), a warrant to purchase up to 150,000 shares of common stock (the “First Warrant”) and a second warrant, topurchase up to 152,300 (the “Second Warrant,” and together with the April 1^st Frist Warrant, the “AprilWarrants). The Company also granted the Selling Stockholder piggy-back registration rights in the Securities Purchase Agreement.

Pursuant to the Securities Purchase Agreement,until the Note is either converted or fully repaid, the Company is prohibited from effecting or entering into an agreement involving aVariable Rate Transaction, as defined in the Securities Purchase Agreement, other than pursuant to an “at-the-market” agreementwith a registered broker-dealer, whereby such registered broker-dealer is acting as principal in the purchase of common stock from theCompany or an Equity Line of Credit (as defined in the Note).

The Securities Purchase Agreement provided untilthe Company obtains shareholder approval to satisfy Nasdaq Rule 5635(e), the maximum amount of common stock issuable under the Note andWarrants was limited to no more than 19.99% of the issued and outstanding common stock of the Company as of the Closing Date. The Companyhad also agreed to obtain shareholder approval and file a preliminary information statement on Schedule 14C with the SEC within ten calendardays of the Closing Date and file a definitive information statement on Schedule 14C with the SEC with respect to the shareholder approvalas soon as permissible. The Company also granted the Selling Stockholder a right of participation for future offerings other than alreadydisclosed in the Company’s reports filed with the SEC or pursuant to Excluded Issuance (as defined in the Securities Purchase Agreement)

The Company and its subsidiaries (collectively,the “Company Group”) also entered into that a security agreement with the Selling Stockholder (the “ Security Agreement”)pursuant to which the Company Group granted the Selling Stockholder a security interest in certain property of the Company Group to securethe Company’s obligations under the Note.

In connection with the transaction, the Companyand the Selling Stockholder entered into a registration rights agreement (the “ Registration Rights Agreement”) pursuant towhich the Company agreed to register the Commitment Shares and the shares of common stock underlying the Note and Warrants under the SecuritiesAct pursuant to a registration statement on Form S-1 (or other appropriate form). The Company had agreed to file the registration statementwith the SEC within ninety (90) calendar days from the date of the Securities Purchase Agreement, and to use its best efforts to havethe registration statement declared effective by the SEC within 120 days from the date of the Securities Purchase Agreement.

Note

The purchase price of the Note was $1,250,200with an original issue discount of $65,800. The principal amount of the Note bears interest at the rate of 13% per annum (on a 365-dayyear) and is due on the one-year anniversary date of the issuance date, or April 1, 2025. Any outstanding principal amount or intereston the Note that is not paid at maturity will bear interest at the rate of the lesser of (i) sixteen percent (16%) per annum and (ii)the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).

Under the Note, the Company is required to makemonthly amortization payments commencing August 1, 2024.

Under the Note, the holder of the Note may atany time and from time to time, subject to beneficial ownership limitations, convert the outstanding principal amount and accrued interestunder the Note into shares of common stock at a conversion price of $2.50 per share unless the Company fails to make an amortization paymentunder the Note or upon an Event of Default (as defined under the Note), in which case the conversion price shall be the lower of $2.50or the market price equal to 85% of the lowest VWAP (volume-weighted average price) on any trading day during the five (5) trading daysprior to the respective conversion date. The number of shares issuable upon the conversion of the Note and the conversion price of theNote are subject to any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction.

Warrants

The First Warrant is exercisable for up to 150,000shares of Common Stock for $3.00 per share from the date of issuance until the April 1, 2029, fifth anniversary of the Closing Date.

The Second Warrant was issued to the Selling Stockholderas a commitment fee. The Second Warrant is exercisable for up to 152,300 shares of common stock for $2.25 per share from the date of issuanceuntil April 1, 2029, the fifth anniversary of the Closing Date; provided, however, that the Second Warrant will be automaticallycanceled if the Note is fully extinguished (by repayment in cash and/or conversion into common stock) on or prior to the Maturity Date.

Cashless. The holder may exercise the Warrantsby a “cashless” exercise if the Market Price is less than the exercise price then in effect and there is no effective registrationstatement for the resale of the shares. “Market Price” means the highest traded price of the common stock during the thirtytrading days before the date of the respective exercise notice.

Stock Dividend and Stock Split Adjustments.The exercise price and number of shares of common stock issuable upon the exercise of Warrants are subject to adjustment in the eventof any stock split, stock dividend, recapitalization or reorganization. Stock Dividends and Splits.

Future Issuances. If at any time the Companygrants, issues, or sells any common stock, for consideration per share or convertible securities or options, other than in an ExcludedIssuance (as defined in the Warrants), with a conversion or exercise price, as the case may be, less than a price (the “New IssuancePrice”) equal to the exercise price in effect immediately before such granting, issuance or sale or deemed granting, issuance orsale, the exercise price of the Warrants then in effect shall be reduced to an amount equal to the New Issuance Price. The exercise priceand number of shares of common stock issuable upon the exercise of the Warrants are also subject to adjustment for stock splits, recapitalizations,and other events as described in the Warrants.

The Securities Purchase Agreement contained customaryrepresentations and warranties and agreements and obligations of the parties. The preceding description of the Note, First Warrant, SecondWarrant, Securities Purchase Agreement, Security Agreement Rights Agreement, and Registration Rights Agreement purport to be a summaryonly and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as exhibits to the registrationstatement of which this prospectus forms a part.

The Company is currently listed on the NasdaqCapital Market and is subject to the listing rules of The Nasdaq Stock Market LLC. The issuance of the Shares, the additional shares ofour common stock issuable upon conversion of the Note and exercise of the Warrants, implicate certain of the Nasdaq listing standardsrequiring prior stockholder approval in order to maintain our listing on Nasdaq. On April 1, 2024, Joseph La Rosa, the Company’sChief Executive Officer, President and Chairman, as the majority stockholder of the Company, in accordance with Nasdaq Listing Rules 5635(b)and 5635(d), approved (i) the entry into the Securities Purchase Agreement and the transactions contemplated thereunder, including theissuance of the Note, Commitment Shares and Warrants, (ii) the issuance of shares of common stock issuable upon the full conversion ofthe Note, (iii) the issuance of shares of common stock issuable upon exercise of the Warrants. On April 8, 2024, the Company fileda preliminary information statement on Schedule 14C with the SEC notifying stockholders of such written consent in lieu of having a stockholders’meeting. On April 18, 2024, the Company field a definitive preliminary statement on Schedule 14C with the SEC and commenced mailingthe definitive information statement to stockholders of record as of the close of business on April 1, 2024.

SELLING STOCKHOLDER

This prospectus relates to the possible resalefrom time to time by the Selling Stockholder named in the table below of any or all of the common stock that has been or may be issuedby us to the Selling Stockholder as part of the Placements. We are registering the common stock pursuant to the provisions of the registrationrights agreements entered into with the Selling Stockholder in order to permit such Selling Stockholder to offer its shares for resalefrom time to time.

The table below presents information regarding the Selling Stockholderand the common stock they may offer from time to time under this Prospectus. This table is prepared based on holdings by the Selling Stockholderas of April 24, 2024. As used in this Prospectus, the term “Selling Stockholder” includes the Selling Stockholder name inthe table below, and any donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of thisprospectus from such Selling Stockholder as a gift, pledge, or other non-sale related transfer. The number of shares in the column “MaximumNumber of common stock to be Offered Pursuant to this Prospectus” represents all of the common stock that the Selling Stockholdermay offer under this prospectus. The Selling Stockholder may sell some, all or none of its shares offered by this prospectus. We do notknow how long the Selling Stockholder will hold its shares before selling them, and we currently have no agreements, arrangements, orunderstandings with the Selling Stockholder regarding the sale of any of the shares.

Beneficial ownership is determined in accordancewith Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes common stock with respect to which the Selling Stockholderhas voting and investment power. Each of the Convertible Notes held by the Selling Stockholder contains a 4.99% beneficial ownership limitation,prohibiting conversion of a Convertible Note into common stock if the conversion would result in the holder being deemed to beneficiallyown more than 4.99% of our common stock. The first column reflects that beneficial ownership limitation. The second column does not, andit assumes that the maximum number of shares to be offered for resale pursuant to this Prospectus has been issued to each Selling Stockholder.The third and fourth columns assume the sale of all of the shares offered by the Selling Stockholder pursuant to this Prospectus.

PLAN OF DISTRIBUTION

The Selling Stockholder, including any of theirpledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaqor any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales maybe at market prices prevailing at the time of sale, prices related to prevailing market prices, fixed prices or negotiated prices. TheSelling Stockholder may use any one or more of the following methods when sellingsecurities:

Broker-dealers engaged by the Selling Stockholdermay arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, exceptas set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commissionin compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securitiesor interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions,which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholdermay also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivativesecurities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, whichsecurities such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflectsuch transaction).

The Selling Stockholder and any broker-dealersor agents that are involved in selling the securities will be deemed to be “underwriters” within the meaning of Section 2(a)(11)of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and anyprofit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the SecuritiesAct. The Selling Stockholder have informed the Company that it does not have any written or oral agreement or understanding, directlyor indirectly, with any person to distribute the securities.

The Company is required to pay certain fees andexpenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholderagainst certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because the Selling Stockholder may be deemedto be an “underwriter” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirementsof the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuantto Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholder have advisedus that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the SellingStockholder.

We have agreed to keep this prospectus effectiveuntil the earlier of (i) the date on which the securities may be resold by the Selling Stockholder without registration and without regardto any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with thecurrent public information under Rule 144 under the Securities Act or any other rule of similar effect, or (ii) the sale of all of thesecurities pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securitieswill be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, incertain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicablestate or an exemption from the registration or qualification requirement is available and is complied with.

Pursuant to applicable rules and regulations underthe Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activitieswith respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholderor any other person. We will make copies of this prospectus available to the Selling Stockholder and have informed them of the need todeliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under theSecurities Act).

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock currently consistsof 400,000,000 shares, consisting of 250,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of “blankcheck” preferred stock, par value $0.0001 per share.

The following description summarizes importantterms of the classes of our capital stock following the filing of our articles of incorporation. This summary does not purport to be completeand is qualified in its entirety by the provisions of our articles of incorporation and our bylaws which have been filed as exhibits tothe registration statement of which this prospectus is a part.

As of the date of this prospectus, there were14,817,655 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding. Upon closing of thisoffering, we will have 21,767,989 shares of common stock outstanding, assuming (i) the Convertible Notes issued to the Selling Stockholderare converted into common stock, (ii) the Warrants held by the Selling Stockholder exercised for shares of common stock, and (iii) noother shares of common stock are issued by us. If less than all of the Convertible Notes or Warrants are converted into or exercised forshares of common stock, we would have less common stock outstanding after the offering.

Common Stock

Voting Rights. The holders of common stockare entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Under our articles of incorporationand bylaws, any corporate action to be taken by vote of stockholders other than for election of directors shall be authorized by the affirmativevote of the majority of votes cast. Directors are elected by a plurality of votes. Stockholders do not have cumulative voting rights.

Dividend Rights. Subject to preferencesthat may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends,if any, as may be declared from time to time by the Board of Directors out of legally available funds.

Liquidation Rights. In the event of ourliquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally availablefor distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preferencegranted to the holders of any then-outstanding shares of preferred stock.

Other Rights. Holders of common stock haveno preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock.The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights ofthe holders of shares of any series of preferred stock.

Preferred Stock

Our articles of incorporation authorize our Boardto issue up to 50,000,000 shares of preferred stock in one or more series, to determine the designations and the powers, preferences andrights and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, votingrights (including the number of votes per share), redemption rights and terms, liquidation preferences, sinking fund provisions and thenumber of shares constituting the series. Our Board of Directors could, without stockholder approval, issue preferred stock with votingand other rights that could adversely affect the voting power and other rights of the holders of common stock and which could have theeffect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, a majorityof our outstanding voting stock.

Series X Super Voting Preferred Stock

On July 29, 2021, we filed an Amended andRestated Articles of Incorporation with the Secretary of State of Nevada designating 2,000 shares of the authorized preferred stock as“Series X Super Voting Preferred Stock” and issued 100% of the Super X Super Voting Preferred Stock to Mr. Joseph La Rosa,our Chief Executive Officer, President and Chairman.

The holder of our Series X Super Voting PreferredStock is entitled to the following rights:

Voting Rights. Each share of our SeriesX Super Voting Preferred Stock entitles its holder to 10,000 votes per share and votes with our common stock as a single class on allmatters to be voted or consented upon by the stockholders.

Conversion. The Series X Super Voting PreferredStock is not convertible into common stock or any other securities of the Company.

Dividend Rights. The holders of our SeriesX Super Voting Preferred Stock are not entitled to any dividend rights or to participate in dividends paid on the Company’s commonstock.

Liquidation Rights. The holders of theSeries X Super Voting Preferred Stock are not entitled to any liquidation preference.

Warrants and Options

As of April 24, 2024, there are seven outstanding warrants covering659,387 shares of common stock and 15 outstanding options covering 3,605,310 shares of common stock.

PossibleAnti-Takeover Effects of Nevada Law and our Articles of Incorporation and bylaws

Anti-takeover Effects of Nevada Law

Business Combinations

The “business combination” provisionsof Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at least200 stockholders of record, a “resident domestic corporation,” from engaging in various “combination” transactionswith an “interested stockholder” unless certain conditions are met or the corporation has elected in its articles of incorporationto not be subject to these provisions. We have not elected to opt out of these provisions and if we meet the definition of resident domesticcorporation, now or in the future, our company will be subject to these provisions.

A “combination” is generally definedto include (a) a merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic corporation withthe interested stockholder or affiliate or associate of the interested stockholder; (b) any sale, lease, exchange, mortgage, pledge, transfer,or other disposition, in one transaction or a series of transactions, by the resident domestic corporation or any subsidiary of the residentdomestic corporation to or with the interested stockholder or affiliate or associate of the interested stockholder having: (i) an aggregatemarket value equal to 5% or more of the aggregate market value of the assets of the resident domestic corporation, (ii) an aggregate marketvalue equal to 5% or more of the aggregate market value of all outstanding shares of the resident domestic corporation, or (iii) 10% ormore of the earning power or net income of the resident domestic corporation; (c) the issuance or transfer in one transaction or seriesof transactions of shares of the resident domestic corporation or any subsidiary of the resident domestic corporation having an aggregatemarket value equal to 5% or more of the resident domestic corporation to the interested stockholder or affiliate or associate of the interestedstockholder; and (d) certain other transactions with an interested stockholder or affiliate or associate of the interested stockholder.

An “interested stockholder” is generallydefined as a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’svoting stock. An “affiliate” of the interested stockholder is any person that directly or indirectly through one or more intermediariesis controlled by or is under common control with the interested stockholder. An “associate” of an interested stockholder isany (a) corporation or organization of which the interested stockholder is an officer or partner or is directly or indirectly the beneficialowner of 10% or more of any class of voting shares of such corporation or organization; (b) trust or other estate in which the interestedstockholder has a substantial beneficial interest or as to which the interested stockholder serves as trustee or in a similar fiduciarycapacity; or (c) relative or spouse of the interested stockholder, or any relative of the spouse of the interested stockholder, who hasthe same home as the interested stockholder.

If applicable, the prohibition is for a periodof two years after the date of the transaction in which the person became an interested stockholder, unless the combination meets allof the requirements of the resident domestic corporation’s articles of incorporation and the combination or transaction by whichthe person first became an interested stockholder is approved by the board of directors prior to the date the interested stockholder obtainedsuch status; or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by theaffirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders. The prohibitionextends beyond the expiration of the two-year period, unless the combination meets all of the requirements of the resident domestic corporation’sarticles of incorporation and (a) the combination or transaction by which the person first became an interested stockholder was approvedby the board of directors before the person became an interested stockholder; (b) the combination is approved by the affirmative voteof a majority of the voting power held by disinterested stockholders at a meeting called for that purpose no earlier than two years afterthe date the person first became an interested stockholder; or (c) if the consideration to be paid to all stockholders other than theinterested stockholder is, generally, at least equal to the highest of: (i) the highest price per share paid by the interested stockholderwithin the three years immediately preceding the date of the announcement of the combination or in the transaction in which it becamean interested stockholder, whichever is higher, plus compounded interest and less dividends paid, (ii) the market value per share of commonshares on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher,plus compounded interest and less dividends paid, or (iii) for holders of preferred stock, the highest liquidation value of the preferredstock, plus accrued dividends, if not included in the liquidation value. With respect to (i) and (ii) above, the interest is compoundedat the rate for one-year United States Treasury obligations from time to time in effect.

The business combination provisions do not applyto a person after the expiration of four years after the person first became an interested stockholder.

Applicability of the Nevada business combinationstatute would discourage parties interested in taking control of our company if they cannot obtain the approval of our Board. These provisionscould prohibit or delay a merger or other takeover or change in control attempt and, accordingly, may discourage attempts to acquire ourcompany even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailingmarket price.

Control Share Acquisitions

The “control share” provisions ofSections 78.378 to 78.3793, inclusive, of the NRS, apply to “issuing corporations” that are Nevada corporations with at 200or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on the stock ledger of the corporation atall times during the 90 days immediately preceding the determination date, and that conduct business directly or indirectly in Nevada,unless the corporation has elected to not be subject to these provisions.

The control share statute prohibits an acquirerof shares of an issuing corporation, under certain circumstances, from voting its shares of a corporation’s stock after crossingcertain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders.The statute specifies three thresholds: (a) one-fifth or more but less than one-third, (b) one-third but less than a majority, and (c)a majority or more, of the outstanding voting power. Generally, once a person acquires shares in excess of any of the thresholds, thoseshares and any additional shares acquired within 90 days thereof become “control shares” and such control shares are deprivedof the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accordedfull voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not votein favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordancewith statutory procedures established for dissenters’ rights.

A corporation may elect to not be governed by,or “opt out” of, the control shares provisions by making an election in its articles of incorporation or bylaws, providedthat the opt-out election must be in place on the 10 day following the date an acquiring person has acquired a controlling interest, thatis, crossing any of the three thresholds described above. We have not opted out of these provisions and will be subject to the controlshare provisions of the NRS if we meet the definition of an issuing corporation upon an acquiring person acquiring a controlling interestunless we later opt out of these provisions and the opt out is in effect on the 10 day following such occurrence.

The effect of the Nevada control share statuteis that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the controlshares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable,could have the effect of discouraging takeovers of our company.

Articlesof Incorporation and Bylaws

OurArticles of Incorporation and bylaws contains provisions that could make it more difficult to acquire control of our Company by meansof a tender offer, open market purchases, a proxy contest or otherwise. A description of these provisions is set forth below.

PreferredStock. We believe that the availability of the “blank check” preferred stock under our Articles of Incorporationprovides us with flexibility in addressing corporate issues that may arise. The Board of Directors has the power, subject to applicablelaw, to issue a series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tenderoffer or other takeover attempt that some, or a majority, of the stockholders might believe to be in their best interests or in whichstockholders might receive a premium for their stock over the then prevailing market price of the stock. Our Board of Directors may issuepreferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders ofcommon stock.

Theauthorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further action by ourstockholders unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Havingthese authorized shares available for issuance allows us to issue shares without the expense and delay of a special stockholders’meeting. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fundacquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock couldrender it more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger,or otherwise. The above provisions may deter a hostile takeover or delay a change in control or management of our Company.

Electionand Removal of Directors. Directors will be elected by a plurality of the voting power of the shares present in person or representedby proxy at the stockholders’ meeting and entitled to vote on the election of directors. Our Articles of Incorporation does notprovide for a classified Board of Directors or cumulative voting in the election of directors. Under our bylaws, subject to any limitationsimposed by applicable law, the Board of Directors or any director may be removed from office at any time with or without cause by theaffirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporationentitled to vote generally at an election of directors.

Sizeof Board and Vacancies. The authorized number of directors of the corporation shall be fixed by the Board of Directors from timeto time. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shallnot have been elected at an annual meeting, they may be elected as soon thereafter as convenient.

Vacanciesoccurring on our Board of Directors for any reason and newly created directorships resulting from an increase in the authorized numberof directors may be filled only by a vote of a majority of the remaining members of the Board of Directors, although less than a quorum,or by a sole remaining director, at any meeting of the Board of Directors. A directorship to be filled by reason of an increase in thenumber of directors may be filled by the Board of Directors for a term of office only until the next election of one or more directorsby the stockholders.

Amendment.The Board of Directors is expressly empowered to adopt, amend or repeal our bylaws. The stockholders shall also have power to adopt,amend or repeal the bylaws of the corporation; provided, however, that, in addition to any vote of the holders of anyclass or series of stock of the corporation required by law or by the Articles of Incorporation, such action by stockholders shall requirethe affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of thecorporation entitled to vote generally in the election of directors, voting together as a single class.

SpecialMeetings of Stockholders. Special meetings of the stockholders may be called, for any purpose or purposes, by (i) the Chairmanof the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by directorsrepresenting a quorum of the Board of Directors or (iv) by the holders of shares entitled to cast not less than 33 1/3 % of the votesat the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

PennyStock Regulation

TheSEC has adopted regulations which generally define “penny stock” to be any equity security that has a market priceof less than Five Dollars ($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subjectto rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules,the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’swritten consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, therules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market.The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotationsfor the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’spresumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price informationfor the penny stock held in the account and information on the limited market in penny stocks. As our common stock immediately followingthis offering may be subject to such penny stock rules, purchasers in this offering will, in all likelihood, find it more difficult tosell their common stock shares in the secondary market.

DividendPolicy

Wewill not distribute cash to our common stock stockholders until the Company generates net income. We currently intend to retain futureearnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distributeany cash in the future. Our cash distribution policy is within the discretion of our Board of Directors and will depend upon variousfactors, including our results of operations, financial condition, capital requirements and investment opportunities.

EXPERTS

The 2023 consolidated financial statements ofLa Rosa Holdings Corp. included in La Rosa Holdings Corp.’s Annual Report on Form 10-K for the years ended December 31, 2023and 2022, have been audited by Marcum LLP, the independent registered public accounting firm for the Company, as set forth in their reportthereon which includes an explanatory paragraph as to the Company's ability to continue as a going concern and is incorporated hereinby reference. Such financial statements have been incorporated by reference in reliance upon the report pertaining to such financial statementsof such firm given upon their authority as experts in accounting and auditing.

LEGALMATTERS

Certainlegal matters relating to the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross FerenceCarmel LLP, New York, New York.

WHEREYOU CAN FIND MORE INFORMATION

Wehave filed a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) with the Securities and ExchangeCommission under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus is partof that registration statement and does not contain all the information included in the registration statement.

Forfurther information with respect to our common stock and us, you should refer to the registration statement, its exhibits and the materialincorporated by reference therein. Portions of the exhibits have been omitted as permitted by the rules and regulations of the Securitiesand Exchange Commission. Statements made in this prospectus as to the contents of any contract, agreement or other document referredto are not necessarily complete. In each instance, we refer you to the copy of the contracts or other documents filed as an exhibit tothe registration statement, and these statements are hereby qualified in their entirety by reference to the contract or document. Theregistration statement may be obtained from the website that the Securities and Exchange Commission maintains at www.sec.gov.We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission.

INFORMATIONWE INCORPORATE BY REFERENCE

TheSEC allows us to ‘incorporate by reference’ into this prospectus and the accompanying prospectus the information in documentswe file with it. This means that we can provide you with important information by referring you to those documents. The information incorporatedby reference is considered part of this prospectus and the accompanying prospectus. Any information we file later with the SEC will automaticallyupdate and supersede this information. Please note that any statement contained in any document incorporated or deemed to be incorporatedby reference herein shall be deemed to be modified or superseded for purposes of this prospectus and the accompanying prospectus to theextent that a statement contained in or omitted from this prospectus or the accompanying prospectus, or in any other subsequently fileddocument which also is or is deemed to be incorporated by reference herein or therein, modifies or supersedes such statement. Any suchstatement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectusor the accompanying prospectus.

Weincorporate by reference the documents listed below and any future documents that we file with the SEC (excluding any portion of suchdocuments that are furnished and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the dateof this prospectus until the offering of the securities is terminated:

Wewill not, however, incorporate by reference in this prospectus or the accompanying prospectus any documents or portions thereof thatare not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our currentreports on Form 8-K unless, and except to the extent, specified in such current reports.

Youcan obtain any of the filings incorporated by reference into this prospectus through us or from the SEC through the SEC’s websiteat www.sec.gov. We will provide, at no charge, to each person, including any beneficial owner, to whom a copy of this prospectusis delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above whichhave been or may be incorporated by reference into this prospectus. Written or telephone requests should be directed to: La Rosa HoldingsCorp., 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747, telephone number (321) 250-1799, Attention: Chief FinancialOfficer.

Youshould rely only on the information contained or incorporated by reference in this prospectus or any prospectus. We have not authorizedanyone else to provide you with different or additional information. We will not make an offer of these securities in any state wherethe offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any dateother than the date of those documents.

LAROSA HOLDINGS CORP. 

6,950,334 SHARES OF COMMON STOCK  

PRELIMINARYPROSPECTUS

           ,2024

PARTII

INFORMATIONNOT REQUIRED IN THE PROSPECTUS

Item13. Other Expenses of Issuance and Distribution

Thefollowing table sets forth the expenses to be incurred in connection with the offering described in this Registration Statement. Allamounts are estimates except the SEC’s registration fee.

Item14. Indemnification of Directors and Officers

Pursuantto our Articles of Incorporation and bylaws, we have agreed to indemnify each person who was or is made a party or is threatened to bemade a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), by reason of the fact that he or she (or a person for whom he or she is a representative) isor was a director or an officer of the Company or is or was serving at the request of the Company in any position or capacity for anyother corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter an “indemnitee”),whether the basis of such proceeding is alleged action in an official capacity or in any other capacity shall be indemnified and heldharmless by the corporation to the fullest extent permitted by Nevada against all expense, liability and loss (including attorneys’fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred or suffered by such indemnitee in connectiontherewith; provided, however, that with respect to proceedings to enforce rights to indemnification, the Company shall indemnify anysuch indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof)was authorized by the Board of Directors of the corporation.

Insofaras indemnification for liability arising under the Securities Act be permitted to directors, officers and controlling persons of theregistrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securitiesand Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Item15. Recent Sales of Unregistered Securities

OnMay 12, 2021, the Company issued to a consultant, Exchange Listing, LLC, warrants to purchase 40,000 shares of common stock exercisablefor five years with an exercise price of $20.00 per share, as partial compensation for services pursuant to a Capital Market AdvisoryAgreement. The Company and Exchange Listing, LLC amended their agreement on July 1, 2022 pursuant to which, on the Closing Dateof this offering, the Company will issue to Exchange Listing, LLC 300,000 shares. The Company and Exchange Listing, LLC entered intoan agreement dated July 1, 2022 pursuant to which, on the closing date of our IPO on November 12, 2023, the Company issue 100,000shares to Exchange Listing, LLC for post-offering services.

OnJuly 15, 2021, the Company issued to ELP Global PLLC a promissory note in the principal amount of $40,000 (the “ELP Note”)that we used for our general corporate purposes.

OnJuly 22, 2021, the Company issued 6,000,000 shares of common stock and 2,000 shares of the Series X Super Voting Preferred Stockto Mr. La Rosa as compensation for services and the founding of the Company.

Ina private placement conducted from July 2021 through February 2022, the Company entered into Convertible Note Securities PurchaseAgreements and issued convertible promissory notes in the aggregate principal amount of $516,000 that we used to pay the expenses ofour organization and reorganization and for other general corporate purposes.

OnJanuary 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 ofcommon stock, with anti-dilution and reverse stock split protection to permit that consultant to maintain its percentage ownership priorto and immediately after the closing of the Company’s initial public offering. On July 28, 2022, the Company and Bonilla OpportunityFund I Ltd. amended the services agreement pursuant to which the Company issued to each of two assignees of Bonilla Opportunity FundI 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 shareswere subsequently determined by the Company to have been issued erroneously and were canceled. On July 31, 2023, the Company evaluatedthe agreement and determined that the performance condition was satisfied and issued to CGB-TRUST-1001-01/13/22 and ELG-TRUST-1004-09/01/13a total of 250,168 shares of common stock, which were valued at the expected IPO price of $5 a share.

OnFebruary 15, 2022, options exercisable for 20,000 shares of common stock were granted to each director under the Company’s2022 Equity Incentive Plan and vested in full on March 17, 2023. All such issuances were exempt from the registration requirement ofthe Securities Act pursuant to Rule 701 thereunder.

OnFebruary 25, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000that we used for our general corporate purposes.

OnApril 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000that we used for our general corporate purposes.

OnMay 17, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $50,000that we used for our general corporate purposes. On June 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinatedpromissory note in the principal amount of $350,000 of which $150,000 was funded on July 1, 2022 that we used for our general corporatepurposes.

FromJune to November 2022, the Company issued restricted stock units representing 198,425 shares of common stock to 95 real estate agentswho provide services to the Company under the Company’s 2022 Equity Incentive Plan. All such issuances were exempt from the registrationrequirement of the Securities Act pursuant to Rule 701 thereunder.

OnJuly 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $70,000that we used for our general corporate purposes.

OnAugust 22, 2022, the Company issued to an unaffiliated private investor an unsecured subordinated promissory note in the principalamount of $250,000 that we used for our general corporate purposes.

OnOctober 3, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $95,000that we used for our general corporate purposes.

Inprivate placements conducted in October 2022, the Company entered into Convertible Note Securities Purchase Agreements pursuantto which we issued two unsecured convertible promissory notes in the aggregate principal amount of $100,000 that it used for generalcorporate purposes. Prior to the maturity date, the convertible promissory notes will convert the outstanding principal and accrued interestautomatically into shares of the Company’s common stock on the date of the closing of this Offering at a price per share equalto the product of the public offering price of the common stock multiplied by 0.80.

OnNovember 14, 2022, the Company and Emmis Capital, an affiliate of Exchange Listing, LLC, entered into the Securities Purchase Agreementand Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. In connectionwith 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 and warrants exercisable for 50,000 shares of our common stock that: (i) have a term of60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our common stockequal 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 bythe Company. The loan matured on May 14, 2023. The Company and Emmis Capital agreed to extend the maturity date of the loan to theearlier of the date when the common stock is listed on Nasdaq, or July 31, 2023.

OnDecember 2, 2022, the Company and Joseph La Rosa, the Company’s CEO, entered into the Securities Purchase Agreement and SeniorSecured Promissory Note in the principal amount of $491,530 that we used for our general corporate purposes. In connection with the SecuritiesPurchase Agreement, the Company also granted to Mr. La Rosa, among other things, upon the repayment of the loan, a grant of 60,000 sharesof our common stock and warrants exercisable for 50,000 shares of our common stock that: (i) have a term of 60 months; (ii) have fullratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our common stock equal to the number ofshares that would be issued upon full conversion of the Senior Secured Promissory Note issued to Emmis; and (iv) have an exercise priceequal to the lower of: (A) $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company.

FromFebruary 2023 through August 2023, we issued 1,523 shares of our Series A Preferred Stock to 77 accredited sophisticated investorsin a private placement pursuant to Regulation D under the Securities Act. Upon the closing date of our IPO on November12, 2023, the 1,523 shares of the Series A Preferred Stock converted 435,113 shares of common stock.

FromMarch 2023 through May 2023, we exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, certain promissorynotes and convertible promissory notes, including those owed to Joseph La Rosa, our founder and Chief Executive Officer, representingan aggregate amount of principal and accrued interest of $1,923,468 for 1,912 shares of our Series A Preferred Stock at an exchange rateof $1,000.00 per share, which shares of the Series A Preferred Stock will automatically convert into 546,278 shares of our common stockupon the closing of this Offering (based on an offering price of $5.00 per share in this offering).

OnJanuary 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 ofcommon stock, with anti-dilution and reverse stock split protection to permit that consultant to maintain its percentage ownership priorto and immediately after the closing of the Company’s initial public offering. On July 28, 2022, the Company and Bonilla OpportunityFund I Ltd. amended the services agreement pursuant to which the Company issued to each of two assignees of Bonilla Opportunity FundI 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 shareswere subsequently determined by the Company to have been issued erroneously and were canceled. On July 31, 2023, the Company evaluatedthe agreement and determined that the performance condition was satisfied and issued to CGB-TRUST-1001-01/13/22 and ELG-TRUST-1004-09/01/13a total of 250,168 shares of common stock, which were valued at the expected IPO price of $5 a share.

OnFebruary 15, 2022, stock options to purchase 20,000 shares of common stock were granted to each independent director of the Boardunder the Company’s 2022 Equity Incentive Plan and vested in full on March 17, 2023. The grant was exempt from the registrationrequirement of the Securities Act pursuant to Rule 701 thereunder. Such stock options were subsequently registered pursuant to the registrationstatement on Form S-8 (Reg. No. 323-275118) filed with the SEC on October 20, 2023.

OnFebruary 1, 2023, the Company granted 2,813 restricted stock units to Alex Santos, its Chief Technology Officer, pursuant to theterms of his employment agreement and the Company’s 2022 Equity Incentive Plan. The grant was exempt from the registration requirementof the Securities Act pursuant to Rule 701 thereunder. Such equity award was subsequently registered pursuant to the registration statementon Form S-8 (Reg. No. 323-275118) filed with the SEC on October 20, 2023.

OnAugust 28, 2023, in accordance with the terms of the Senior Secured Promissory Note that was issued to Emmis Capital II, LLC (“EmmisCapital”) and repaid by the Company in 2022, the Company issued 30,000 shares of common stock valued at $5 per share to Emmis Capital.Such shares were subsequently registered pursuant to the registration statement on the Form S-1 (Reg. No. 333-264372) declared effectiveby the SEC on October 4, 2023.

FromFebruary 2023 through August 2023, we issued 1,523 shares of our Series A Preferred Stock to 77 accredited sophisticated investorsin a private placement pursuant to Regulation D under the Securities Act, which automatically converted into 435,113 shares of our commonstock upon the closing of the IPO.

FromMarch 2023 through May 2023, we exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, certain promissorynotes and convertible promissory notes, including those owed to Joseph La Rosa, our founder and Chief Executive Officer, representingan aggregate amount of principal and accrued interest of $1,923,468 for 1,912 shares of our Series A Preferred Stock at an exchange rateof $1,000.00 per share, which shares of the Series A Preferred Stock automatically converted into 546,278 shares of our common stockupon the closing of the IPO. A total of 600,250 shares of common stock issued pursuant to the Series A Preferred Stock automatic conversionswere subsequently registered pursuant to the registration statement on the Form S-1 (Reg. No. 333-264372) declared effective bythe SEC on October 4, 2023, and remained 381,426 shares of common stock remained unregistered.

OnOctober 12, 2023, in connection with the closing of the IPO, the Company issued 60,000 shares of unregistered, restricted commonstock to the Company’s CEO, Joseph La Rosa, with a value of $5.00 per share, in accordance with the debt agreement the Companyexecuted on December 2, 2022.

OnOctober 12, 2023, the Company issued a total of 1,319,120 shares of its common stock to Joseph La Rosa, the Chief Executive Officerof the Company, and Kent Metzroth, the Chief Financial Officer of the Company, as a compensation for the services rendered pursuant totheir employment agreements with the Company.

OnOctober 12, 2023, upon the repayment of a note payable to one of the Company’s lenders, the Company issued 5,000 shares ofunregistered, restricted common stock with a value of $5.00 per share in accordance with the debt agreement.

OnOctober 12, 2023, the Company issued 6,566 shares of unregistered, restricted common stock pursuant to conversion of outstandingdebt in accordance with the debt agreements.

OnOctober 12, 2023, the Company issued to Carmel, Milazzo & Feil LLP; Exchange Listing, LLC; and Crescendo Communications, LLCa total of 514,794 shares of common stock in exchange for amounts payable for services rendered to the Company in connection with theCompany’s IPO.

OnOctober 13, 2023, the Company issued 125,000 shares of restricted common stock to an investor relations services provider pursuantto the consulting agreement between the Company and such provider.

OnOctober 13, 2023, the Company issued an aggregate 324,998 unregistered shares of the Company’s common stock to the sellingstockholder of Nona Legacy Powered by Lake Nona Realty, Inc. (formerly known as La Rosa Realty Lake Nona, Inc.), a Florida corporationand a franchisee of the Company (“Nona Legacy”), in connection with the Company’s acquisition of 51% of the outstandingcommon stock of Nona Legacy from the selling stockholder pursuant to a Securities Purchase Agreement, dated January 6, 2022 andamended on September 15, 2022, by and among the Company, Lake Nona and the selling stockholder.

OnOctober 16, 2023, the Company issued an aggregate of 513,626 unregistered shares of the Company’s common stock to the sellingmember of Horeb Kissimmee Realty LLC, a Florida limited liability company and a franchisee of the Company (“Kissimmee Realty”),in connection with the Company’s acquisition of 100% of the membership interests of Kissimmee Realty from the selling member pursuantto a Securities Purchase Agreement, dated September 15, 2022, by and among the Company, Kissimmee Realty and the selling member.

OnDecember 12, 2023, the Company issued 714,286 unregistered shares of the Company’s common stock to the selling member of LaRosa Realty CW Properties, LLC (“CWP”) in connection with the Company’s acquisition of 100% of the membership interestsof CWP from the selling member pursuant to a Securities Purchase Agreement, dated December 12, 2023, by and among the Company, CWPand the selling member.

OnDecember 13, 2023, the Company issued 259,023 unregistered shares of the Company’s common stock to the selling member of LaRosa Realty Premier, LLC, a Florida limited liability company (“Premier”), a franchisee of the Company, in connection withthe Company’s acquisition of a 51% membership interest in Premier from the selling member pursuant to a Securities Purchase Agreement.,dated December 13, 2023, by and among the Company, Premier and the selling member.

OnDecember 18, 2023, the Company issued 100,000 shares of restricted common stock to a service provider pursuant to that certain mediaadvertising agreement between the Company and such provider.

OnDecember 20, 2023, the Company issued 415,506 unregistered shares of the Company’s common stock to the selling members ofLa Rosa Realty Orlando, LLC, a Florida limited liability company and a franchisee of the Company (“Orlando”), in connectionwith the Company’s acquisition of a 51% membership interest in Orlando from the selling members pursuant to a Securities PurchaseAgreement, dated December 20, 2023, by and among the Company, Orlando and the selling members.

OnDecember 28, 2023, Company issued an aggregate of 522,675 unregistered shares of the Company’s common stock to the sellingmember of La Rosa Realty North Florida, LLC, a Florida limited liability company and a franchisee of the Company (“North Florida”),in connection with the Company’s acquisition of 100% of the membership interests in North Florida pursuant to a Securities PurchaseAgreement, dated December 28, 2023 by and among the Company, North Florida and the selling member.

OnFebruary 20, 2024, the Company issued an accredited investor (i) 67,000 unregistered shares of common stock, (ii) a five year warrantto purchase 120,000 shares of common stock for $3.00 per share and (ii) a five year warrant to purchase 95,000 shares of common stockfor $2.25 per share in connection with the investor’s purchase of a 13% OID secured promissory note in the face amount of $1,052,631.58for purchase price of $1,000,000, pursuant to a securities purchase agreement, dated February 20, 2024, between the Company andthe investor.

On February 20, 2024, the Company issued a warrantpursuant to a tail arrangement with a registered broker-dealer. The warrant is exercisable for up to 21,053 shares of common stock for$1.50, subject to adjustment for stock splits, reorganizations, recapitalizations, and dividends, from the date of issuance until thefifth anniversary date of the date of issuance.

On February 21, 2024, the Company issued 268,858 unregistered shares of the Company’s common stockto the selling members of La Rosa Realty Winter Garden LLC, a Florida limited liability company and a franchisee of the Company (“WinterGarden”), in connection with the Company’s acquisition of 100% of the membership interests of Winter Garden from the sellingmembers pursuant to a purchase agreement, dated February 21, 2024, by and among the Company, Winter Garden and the selling members.

OnMarch 7, 2024, the Company issued 276,178 unregistered shares of the Company’s common stock to the selling members La Rosa RealtyGeorgia LLC, a Georgia limited liability company and a franchisee of the Company (“Realty Georgia”), in connection with theCompany’s acquisition of 100% of Realty Georgia from the selling members pursuant to a purchase agreement, dated March 7, 2024,by and among the Company, Realty Georgia and the selling members.

OnMarch 13, 2024, the Company issued 225,000 unregistered shares of the Company’s common stock to a consultant of the Company asconsideration for services rendered in connection with an extension of a consulting agreement, dated September 20, 2023, as amendedon February 6, 2024.

OnMarch 15, 2024, the Company issued 1,387 unregistered shares of the Company’s common stock to the selling stockholder of La RosaRealty California, a California corporation and a franchisee of the Company (“Realty California”), in connection with theCompany’s acquisition of 1% of issued and outstanding shares of Realty California from the selling stockholder pursuant to a purchaseagreement, dated March 15, 2024, by and among the Company, Realty California and the selling stockholder.

OnApril 1, 2024, the Company issued an accredited investor (i) 50,000 unregistered shares of common stock, (ii) a five year warrantto purchase 150,000 shares of common stock for $3.00 per share and (ii) a five year warrant to purchase 152,300 shares of common stockfor $2.25 per share in connection with the investor’s purchase of a 13% OID secured promissory note in the face amount of $1,316,000for purchase price of $1,250,200, pursuant to a securities purchase agreement, dated April 1, 2024, between the Company and theinvestor.

OnApril 18, 2024, the Company issued 514,939 unregistered shares of common stock to the selling member of La Rosa Realty LakelandLLC, a Florida Georgia limited liability company and a franchisee of the Company (“Realty Lakeland”), in connection withthe Company’s acquisition of a 51% membership interest in Realty Lakeland from the selling member pursuant to a purchase agreement,dated April 18, 2024, by and among the Company, Realty Lakeland and the selling member.

Unlessotherwise noted, the securities above were issued pursuant to the registration requirements of the Securities Act provided by Section4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act, in light of the fact that none of the issuances involveda public offering of securities and no solicitation or advertisements for such securities were made by any party.

Item16. Exhibit and Financial Statement Schedules

(a)Exhibits.

Theexhibit index attached hereto is incorporated herein by reference.

(b)Financial Statement Schedules.

Scheduleshave been omitted because the information required to be set forth therein is not applicable or is shown in the financial statementsor notes thereto.

Item17. Undertakings

Theundersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) if, in theaggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the“Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii)above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reportsfiled with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the SecuritiesExchange Act of 1934 that are incorporated by reference in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemedto be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shallbe deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or otherthan prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of thedate it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that ispart of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statementor prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such firstuse, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statementor made in any such document immediately prior to such date of first use.

(5)That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distributionof securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuantto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securitiesare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller tothe purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to bythe undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controllingpersons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinionof the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 andis, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrantof expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, theregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriatejurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will begoverned by the final adjudication of such issue.

(7)The undersigned registrant hereby undertakes that:

(i)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filedas part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuantto Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the timeit was declared effective; and

(ii)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form ofprospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securitiesat that time shall be deemed to be the initial bona fide offering thereof.

EXHIBITINDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, inthe town of Celebration, State of Florida on the 24^th day of April 2024.

POWEROF ATTORNEY

KNOWALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph La Rosa or Kent Metzrothhis or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in hisor her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to thisregistration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securitiesand Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every actand thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or coulddo in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfullydo or cause to be done by virtue hereof.

Pursuantto the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacitiesand on the dates indicated.