La Rosa Holdings Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedDecember 31,2024 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ until ______ Commission File Number:001-41588 LA ROSA HOLDINGS CORP.(Exact name of Registrant as specified in its charter) Nevada87-1641189(State or other jurisdiction of(I.R.S. Employer Registrant’s telephone number, including area code(321)250-1799 Securities registered under Section 12(b) of the Act: Name of each exchange on whichregistered: TheNasdaqStock Market LLC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit post such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant on June 28, 2024 (the lastbusiness day of the Registrant’s most recently completed second quarter) was approximately $31,933,113, which is based on a closingprice of $2.11per share of common stock on such date. As of April 15, 2025, the Registrant had37,411,451shares of common stock, par value $0.0001 per share, issued and outstanding. None. TABLE OF CONTENTS PART I Item 1. Business1Item 1A. Risk Factors17Item 1B. Unresolved Staff Comments37Item 1C. Cybersecurity37Item 2. Properties38Item 3. Legal Proceedings38Item 4. Mine Safety Disclosures39 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities40Item 6. [Reserved]42Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A. Quantitative and Qualitative Disclosures About Market Risk52Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure53Item 9A. Controls and Procedures53Item 9B. Other Information53Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections53 PART III Item 10. Directors, Executive Officers, and Corporate Governance54Item 11. Executive Compensation.64Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters79Item 13. Certain Relationships and Related Transactions, and Director Independence80Item 14. Principal Accountant Fees and Services82 PART IV Item 15. Exhibits and Financial Statement Schedules83Item 16. Form 10-K Summary92 SIGNATURES In this Annual Report on Form 10-K, unless otherwise stated or as the context ot