La Rosa Holdings Corp美股招股说明书(2025-07-17版)

We are registering the resale of up to 88,059,093 shares (“Shares”) of common stock issuable upon conversion of the senior securedconvertible note (the “Initial Note”) issued in a private placement transaction (the “Placement”) completed on February 4, 2025, For a more complete discussion of the terms and conditions of the Securities Purchase Agreement and Placement, see the discussionunder the heading “Private Placement.” The resale of up to 88,059,093 shares of common stock by the Selling Stockholder pursuant tothis Prospectus is referred to as the “Offering.” We are not selling any securities under this Prospectus and will not receive any of the proceeds from the sale of shares of commonstock by the Selling Stockholder.The Selling Stockholder may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The Selling “Plan of Distribution” for more information about how the Selling Stockholder may sell the shares of common stock being registeredpursuant to this Prospectus. Distribution.” Our common stock is listed on the Nasdaq Capital Market under the symbol “LRHC.” On June 23, 2025, the last reported sale price ofour common stock on the Nasdaq Capital Market was $0.1389 per share. comply with certain reduced public company reporting requirements for this prospectus and future filings. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is acriminal offense. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARY MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS common stock. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus or you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus or amendments thereto do notconstitute an offer to sell, or a solicitation of an offer to purchase, the common stock offered by this prospectus, any prospectus oramendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation accurate as of any date other than the date on the front cover of the applicable document.If necessary, the specific manner in which the shares of common stock may be offered and sold will be described in a supplement to Neither the delivery of this prospectus nor any distribution of common stock pursuant to this prospectus shall, under anycircumstances, create any implication that there has been no change 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 mayhave changed since such a 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.ii incorporated by reference from our filings with the SEC. We encourage you to read those descriptions carefully. Although we believewe have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-lookingstatements can be achieved. We caution investors not to place significant reliance on forward-looking statements; such statements need INDUSTRY AND MARKET DATA This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, as well as public filingsand internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein hasbeen obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the includedinformation. Statements as to our ranking, market position and market estimates are based on third-party forecasts, management’s the accuracy or completeness of such information contained in this prospectus. Such data involve risks and uncertainties and is subjectto change based on various factors, including those discussed under “Risk Factors” and “Cautionary Note Regarding Forward-Lookingiii This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does notcontain all of the information that you should consider before deciding whether to invest in our securities. You should carefully section of this prospectus, before making an investment decision. Some of the statements in this prospectus are forward-lookingstatements. See the section titled “Cautionary Note Regarding Forward-Looking Statements.” In this prospectus, “La Rosa Holdings,” “Company,” “we,” “us,” “our,” and similar references refer to La Rosa Holdings Corp.and its subsidiaries.We are the holding company for six agent-centric, technolo