As filed with the Securities and Exchange Commission on September 29, 2025.
Registration Statement No. 333-290510
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
La Rosa Holdings Corp.
(Exact name of Registrant as specified in its charter)
Nevada | 001-41588 | 87-1641189 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1420 Celebration Blvd., 2nd Floor
Celebration, Florida 34747
(321) 250-1799
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Joseph La Rosa
Chief Executive Officer and President
La Rosa Holdings Corp.
1420 Celebration Blvd., 2nd Floor
Celebration, Florida 34747
(321) 250-1799
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ross D. Carmel, Esq.
Barry P. Biggar, Esq.
Anna Chaykina, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Ave of the Americas, 31st Floor
New York, New York 10036
(212) 930-9700
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, 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.
EXPLANATORY NOTE
La Rosa Holdings Corp. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-290510) (the “Registration Statement”) as an exhibits-only filing to include Exhibits 10.200 and 10.201. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
1
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibit and Financial Statement Schedules
(a) Exhibits.
The exhibit index attached hereto is incorporated herein by reference.
EXHIBIT INDEX
II-1
II-2
II-3
II-4
II-5
II-6
II-7
II-8
II-9
II-10
* | Previously filed |
** | Filed herewith |
^ | Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). In addition, portions of this exhibit (indicated with markouts) have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv).The Company agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit and a supplemental copy of any omitted schedule or attachment. |
# | Management contracts or compensatory plans, contracts or arrangements. |
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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, in the town of Celebration, State of Florida on the 29th day of September 2025.
LA ROSA HOLDINGS CORP. | ||
By: | /s/ Joseph La Rosa | |
Joseph La Rosa | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Joseph La Rosa | Founder, President, Chief Executive Officer, and Director | September 29, 2025 | ||
Joseph La Rosa | (Principal Executive Officer) | |||
/s/ Joseph La Rosa | Interim Chief Financial Officer | September 29, 2025 | ||
Joseph La Rosa | (Chief Financial and Accounting Officer) | |||
* | Director | September 29, 2025 | ||
Michael A. La Rosa | ||||
* | Director | September 29, 2025 | ||
Ned L. Siegel | ||||
* | Director | September 29, 2025 | ||
Lourdes Felix | ||||
* | Director | September 29, 2025 | ||
Siamack Alavi |
*By: | |
/s/ Joseph La Rosa | |
Joseph La Rosa, Attorney-In-Fact |
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