La Rosa Holdings Corp美股招股说明书(2025-09-30版)

LA ROSA HOLDINGS CORP.UP TO 283,333,333 SHARES OF COMMON STOCK This prospectus (this “Prospectus”) relates to the offer and sale from time to time by the selling stockholder named in this Prospectus(the “Selling Stockholder”) of up to 283,333,333 shares of common stock, par value $0.0001 per share (the “common stock”), of LaRosa Holdings Corp., a Nevada corporation (the “Company”). On August 4, 2025, we entered into an Equity Purchase Facility Agreement (“Existing Facility Agreement”), by and between theCompany and the Selling Stockholder, pursuant to which the Selling Stockholder committed to purchase up to $150,000,000 of ourcommon stock. In accordance with the terms of the Existing Facility Agreement, on August 11, 2025, the Company filed with the U.S.Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (Reg. No. 333-289503) to register the resaleof up to 100,000,000 shares of common stock issuable pursuant to the Existing Facility Agreement. Such registration statement, asamended, was declared effective by the SEC on August 22, 2025 On September 18, 2025, we and the Selling Stockholder entered into an Amended and Restated Equity Purchase Facility Agreement(“Amended Facility Agreement”), pursuant to which the parties agreed to increase the commitment amount under the Existing FacilityAgreement from $150,000,000 of common stock to $1.0 billion of common stock (the “Facility”). We are registering the resale of up to 283,333,333 additional shares (“Shares” or “Advance Shares”) of common stock that may beissued by us to Selling Stockholder pursuant to the Amended Facility Agreement. The actual number of shares of common stockissuable by us pursuant to the Facility will vary depending on the then-current market price of our common stock. For purposes of thisProspectus, we have assumed a price of $3 per share of common stock based on the reserve price per share assumed in the AmendedFacility Agreement. For a more complete discussion of the terms and conditions of the Amended Facility Agreement and Facility, seethe discussion under the heading “Equity Purchase Facility Agreement”.The resale of up to 283,333,333 shares of common stock bythe Selling Stockholder pursuant to this 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 SellingStockholder may sell the shares of common stock described in this Prospectus in a number of different ways and at varying prices. See“Plan of Distribution” for more information about how the Selling Stockholder may sell the shares of common stock being registeredpursuant to this Prospectus. We are a “controlled company” as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa,as of September 24, 2025, controls 95.7% of the total voting power of our common stock based on his ownership of common stockand the 20,000,000 votes provided by his Series X Super Voting Preferred Stock, $0.0001 par value per share, (the “Series X PreferredStock”) that votes with the common stock, with respect to director elections and other matters. As a “controlled company,” as definedunder the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from Nasdaq’s corporate governancerules. We do not plan to rely on these exemptions, but we may elect to do so in the future. See “Prospectus Summary—Implications ofBeing a Controlled Company,” beginning on page 10 of this Prospectus for more information. We will pay the expenses incurred in registering the shares of common stock, including legal and accounting fees. See “Plan ofDistribution.” Our principal executive offices are located at1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747. Our common stock is listed on the Nasdaq Capital Market under the symbol “LRHC.” On September 24, 2025, the last reported saleprice of our common stock on the Nasdaq Capital Market was $6.86 per share. We are an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, may elect tocomply with certain reduced public company reporting requirements for this Prospectus and future filings. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 15 of this Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisProspectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus is September 30, 2025 TABLEOF CONTENTS ABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1SUMMARY OF RISK FACTORS12RISK FACTORS15USE OF PROCEEDS23MARKE