As filed with the U.S. Securities andExchange Commission on April 19, 2022

Registration No. 333-[____]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

LA ROSA HOLDINGS CORP.

(Exact name of registrant as specified inits charter)

1420 Celebration Blvd., 2nd Floor

Celebration, FL 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

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

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

Please send copies of all communicationsto:

Approximate date of commencement of proposedsale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securitiesbeing registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct of 1933, as amended (the “Securities Act”), check the following box. ¨

If this form is filedto register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this form is a post-effectiveamendment filed pursuant to Rule 462(c) under the Securities Act, 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-effectiveamendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ¨

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.

If an emerging growthcompany, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards 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 amendmentwhich specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, actingpursuant to said Section 8(a), may determine.

The informationin this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed withthe Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities andis not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject toCompletion, Dated April 19, 2022

PRELIMINARY PROSPECTUS

LA ROSA HOLDINGS CORP.

1,500,000 Units

Each Unit Consisting of

One Share of Common Stock and

One Warrant to Purchase One Share ofCommon Stock

This is the initialpublic offering by La Rosa Holdings Corp., a Nevada corporation (the “Company”), of an assumed 1,500,000 units (the“Units” and each a “Unit”), with each Unit consisting of one share of common stock, $0.0001 par value pershare (the “Common Stock”), and a warrant (the “Warrant”) to purchase one share of Common Stock at an assumedexercise price of $11.00 per share, or 110% of the price of each Unit sold in the (collectively, the “Securities”),in a firm commitment underwritten public offering (this “Offering”). The Warrants offered hereby may be exercised fromtime to time beginning on the date of issuance and will expire five years from the date of issuance. Our Units have no stand-alonerights and will not be certificated or issued as stand-alone securities. The shares of our Common Stock and the Warrants comprisingour Units are immediately separable and will be issued separately in this Offering.

We anticipate thatthe initial public offering price of our Units will be between $9.00 and $11.00 per share. The number of Units and the number ofshares of Common Stock and Warrants offered in this prospectus and all other applicable information has been determined based onan assumed public offering price of $10.00 per Unit. The actual public offering price for the Units will be determined betweenthe underwriters and the Company at the time of pricing, considering our historical performance and capital structure, prevailingmarket conditions, and overall assessment of our business. Therefore, the assumed public offering price used throughout this prospectusmay not be indicative of the actual public offering price for our Common Stock and the Warrants and the assumed number of Unitsmay change accordingly.

No public market currentlyexists for our Common Stock or our Warrants. We have applied to list the Common Stock on the Nasdaq Capital Market (“Nasdaq”),under the symbol “LRHC” and to list the Warrants under the symbol “[*]”. We will not consummate the Offeringunless until we receive approval from Nasdaq to list our Common Stock.

Following the completionof this Offering, our Founder, Chairman of the board of directors and Chief Executive Officer, Mr. Joseph La Rosa, will controlapproximately [*]% of the voting power of our voting capital stock with respect to director elections and other matters (or approximately[*]% of the voting power if the underwriters exercise in full their 45-day option to purchase additional shares of our Common Stockto cover over-allotments, if any). Although we are a “controlled company” under the rules of the Nasdaq Capital Market,our board of directors will be composed of a majority of independent directors and we will not take advantage of the “controlledcompany” exemptions provided under such rules. Please see “Security Ownership of Certain Beneficial Owners and Management.”

Investing in ourUnits involves a high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus for a discussionof information that should be considered in connection with an investment in our Securities.

We are an “emerginggrowth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (or the JOBS Act) and, as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “ProspectusSummary — Implications of Being an Emerging Growth Company.”

Neither the Securitiesand Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracyor adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This offering is beingunderwritten on a firm commitment basis. We have granted a 45-day option to the underwriters, exercisable one or more times inwhole or in part, to purchase up to an additional fifteen percent (15%) of the shares of Common Stock and/or fifteen percent (15%)of the Warrants offered hereby at the public offering price per share of Common Stock equal to the public offering price per Unitminus $0.01 per share and $0.01 per Warrant, respectively, less, in each case, the underwriting discounts payable by us, solelyto cover overallotments, if any. (the “Over-Allotment Option”).

The underwriters expectto deliver the Securities against payment to the investors in this Offering on or about [     ], 2022.

Sole Book-Running Manager

Maxim Group LLC

The date of this prospectus is April 19,2022.

TABLE OF CONTENTS

Through and including [     ],2022 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or notparticipating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation todeliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

Neither we nor anyof the underwriters have authorized anyone to provide you with any information or to make any representations other than thosecontained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared byor on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurancesas to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, Unitsonly in jurisdictions where offers and sales are permitted. The information contained in this prospectus or in any applicable freewriting prospectus related thereto is current only as of its date, regardless of its time of delivery or any sale of shares. Ourbusiness, financial condition, results of operations and future prospects may have changed since that date.

For investors outsidethe United States: Neither we nor any of the underwriters have done anything that would permit this Offering or possession or distributionof this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outsidethe United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relatingto, the offering of the Securities and the distribution of this prospectus outside of the United States.

No person is authorizedin connection with this prospectus to give any information or to make any representations about us, the Securities offered herebyor any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If anyother information or representation is given or made, such information or representation may not be relied upon as having beenauthorized by us.

Copies of some of thedocuments referred to herein have been filed as exhibits to the registration statement of which this prospectus forms a part, andyou may obtain copies of those documents as described in this prospectus under the heading “Where You Can Find More Information.”

BASIS OF PRESENTATION

The consolidated financialstatements include the accounts of La Rosa Holdings Corp. and its subsidiaries La Rosa Coaching, LLC, La Rosa CRE, LLC, La RosaFranchising, LLC, and La Rosa Property Management which are affiliated by virtue of common management and ownership. All intercompanytransactions and accounts have been eliminated. Numerical figures included in this prospectus have been subject to rounding adjustments.Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precedethem. 

MARKET DATA

Market data and certainindustry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultantsurveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys,publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sourcesbelieved to be reliable, but the accuracy and completeness of such information is not guaranteed. To our knowledge, certain third-partyindustry data that includes projections for future periods does not take into account the effects of the worldwide coronaviruspandemic. Accordingly, those third-party projections may be overstated and should not be given undue weight. We have not independentlyverified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein.Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’sknowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especiallyover long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were usedin preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. Whilewe are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks anduncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”in this prospectus.

TRADEMARKS

The logos, and othertrade names, trademarks, and service marks of La Rosa Holdings Corp. appearing in this prospectus are the property of La Rosa HoldingsCorp. Other trade names, trademarks, and service marks appearing in this prospectus are the property of their respective holders.Trade names, trademarks, and service marks contained in this prospectus may appear without the “®” or “™”symbols. Such references are not intended to indicate, in any way, that we, or the applicable owner or licensor, will not assert,to the fullest extent possible under applicable law, our rights or the rights of the applicable owner or licensor to those tradenames, trademarks, and service marks.

ABOUT THIS PROSPECTUS

Throughout this prospectus,unless otherwise designated or the context suggests otherwise,

SPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

This prospectus contains“forward-looking statements.” Forward-looking statements reflect the current view about future events. When used inthis prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,”“intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management,identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectusrelating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statementsare based on our current expectations and assumptions regarding our business, the economy and other future conditions. Becauseforward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstancesthat are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements.They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore againstrelying on any of these forward-looking statements. Important factors that could cause actual results to differ materially fromthose in the forward-looking statements include, without limitation:

Wemight not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should notplace undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentionsand expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statementsincluded in this prospectus, particularly under “Risk Factors” starting on page 15 of this prospectus and the documentsincorporated herein that we believe could cause actual results or events to differ materially from the forward-looking statementsthat we make.

You should read thisprospectus and the documents that we have filed as exhibits to this prospectus completely and with the understanding that our actualfuture results may be materially different from what we expect.

Except as requiredby law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future eventsor developments. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequentto the date of this prospectus. You also should not assume that our silence over time means that actual events are bearing outas expressed or implied in such forward-looking statements. Before deciding to purchase our Units, you should carefully considerthe risk factors discussed in this prospectus.

RISK FACTORS

Our business is subject to many risksand uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur,our business and financial performance could be adversely affected, our actual results could differ materially from our expectations,and the price of our Common Stock could decline. The risks and uncertainties discussed below are not the only ones we face. Theremay be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adverselyaffect our business and financial performance. You should carefully consider the risks described below, together with all otherinformation included in this prospectus including our financial statements and related notes, before making an investment decision.The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risksand uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In thatcase, the trading price of our Common Stock could decline, and investors in our Securities may lose all or part of their investment.

Risks Related to Our Businessand Operations

The effects ofthe COVID-19 pandemic have caused and will likely continue to cause significant disruption to our real estate market, and the severityand duration of these impacts on future financial performance and results of operations remain uncertain.

The COVID-19 pandemichas spread across the globe and is impacting economic activity worldwide. The pandemic poses significant risks to our businessand our employees, franchisees and agents. The COVID-19 pandemic negatively impacted our business and that of our franchisees in2020. The pandemic poses the risk of an extended disruption to our business, that of our franchisees and other business partners,and the housing market generally, due to the impact of the disease itself, actions intended to limit or slow its spread, and otherfactors. These include government imposed lockdowns, restrictions on travel or transportation, social distancing requirements,limitations on the size of gatherings, policies that ban or severely limit in-person showings of properties, closures of work facilities,schools, public buildings and businesses, cancellation of events, curtailing other activities and quarantines.

In the spring 2020,the pandemic resulted in a significant slowing of residential real estate listings and sales as the population in our market areasendured business shutdowns, work from home requirements, shortages of consumer staples and a general retreat from normal day-to-daysocial interactions. This slow down, however, reversed in mid-2020, resulting in a substantial increase in listings and sales,which has continued through the date of this prospectus due to a large migration of home buyers from other states.

We applied for andreceived Federal government grants (“Economic Injury Disaster Loan Advances”) totaling $12,000, Economic Injury DisasterLoan’s totaling $365,100, and received loans totaling $209,200 under the Federal Government’s Paycheck Protection Program.We are currently applying for forgiveness on the Paycheck Protection Program loans, but cannot be assured that such loans willbe forgiven by the U.S. Small Business Administration. None of those funds were provided to our sales agents or franchisees.

The duration and magnitudeof the impact from the COVID-19 pandemic depends on future developments that cannot be predicted at this time. There remains significantuncertainty regarding the continuing impact of COVID-19 on our business and the overall economy as a whole in the United Statesand internationally where we have, and plan to establish franchise operations. In particular, there is significant concern regardingthe possibility of additional waves of COVID-19 variant cases that could cause state and local governments to reinstate more restrictivemeasures, which could impact our business and the housing markets. There is also uncertainty regarding viable treatment optionsor the efficacy of vaccines and public health mandates emanating from Federal, State and local governments that have, at times,been confusing and contradictory.

Business disruptionsdue to the pandemic may continue, particularly if stringent mitigation actions by government authorities are put in place or remainin place for a significant amount of time. The future impact of the COVID-19 pandemic on our liquidity, financial condition andresults of operations is unknown, and its impact may be variable over time as government regulations, market conditions and consumerbehavior changes in response to developments with respect to the pandemic.

The residentialreal estate market is cyclical and we can be negatively impacted by downturns in this market and general economic conditions.

The residential realestate market tends to be cyclical and typically is affected by changes in general economic conditions which are beyond our control.These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets, levelsof unemployment, consumer confidence and the general condition of the U.S. and the global economy. The residential real estatemarket also depends upon the strength of financial institutions, which are sensitive to changes in the general macroeconomic environment.Lack of available credit or lack of confidence in the financial sector could impact the residential real estate market, which inturn could materially and adversely affect our business, financial condition and results of operations. Due to the cyclicalityof the real estate market, we cannot predict whether this period of sustained growth will continue, whether mortgage rates willremain at historically low levels and whether home prices will continue to climb. The U.S. has experienced housing “bubbles”in the past which have burst, resulting in significant price declines, mortgage defaults and home foreclosures by lenders, thelast one occurring in the early 2000’s.

Any of the followingcould be associated with cyclicality in the housing market by halting or limiting the current growth in the housing market, andhave a material adverse effect on our business by causing periods of lower growth or a decline in the number of home sales and/orhome prices which, in turn, could adversely affect our revenue and profitability:

The lack of financingfor homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms could have a material adverseeffect on our financial performance and results of operations.

Our business is significantlyimpacted by the availability of financing at favorable rates or on favorable terms for homebuyers, which may be affected by governmentregulations and policies. Certain on-going governmental actions or inactions, such as the U.S. federal government’s conservatorshipof Fannie Mae and Freddie Mac, capital standards imposed on banks by the Office of the Comptroller of the Currency, the monetarypolicy of the U.S. government, and any rising interest rate environment may adversely impact the housing industry, including homebuyers’ability to finance and purchase homes.

The monetary policyof the U.S. government, and particularly the Federal Reserve Board, which regulates the supply of money and credit in the U.S.,significantly affects the availability of financing at favorable rates and on favorable terms, which in turn affects the domesticreal estate market. Policies of the Federal Reserve Board can affect interest rates available to potential homebuyers. Further,we will be adversely affected by any rising interest rate environment. Changes in the Federal Reserve Board’s policies, theinterest rate environment and mortgage market are beyond our control, are difficult to predict and could restrict the availabilityof financing on reasonable terms for homebuyers, which could have a material adverse effect on our business, results of operationsand financial condition. We review all aspects of the current state of legislation, regulations and policies affecting the domesticreal estate market and cannot predict whether or not such legislation, regulation and policies may result in increased down paymentrequirements, increased mortgage costs, and result in increased costs and potential litigation for housing market participants,any of which could have a material adverse effect on our financial condition and results of operations.

We may fail tosuccessfully execute our strategies to grow our business, including increasing our agent count, expanding the number of our franchiseesand agents, or we may fail to manage our growth effectively, which could have a material adverse effect on our brand, our financialperformance and results of operations.

We intend to pursuea number of different strategies to grow our revenue and earnings. However, we may not be able to successfully execute these strategies.We intend to pursue a strategy of increasing our agent count by increasing our recruiting efforts. Recent history has shown thata strong real estate market brings in more realtors, some of whom have worked in the industry on a part-time basis. As the marketcontinues to grow, we believe that will enable us to sell more franchises and recruit and retain higher numbers of agents, increasingour revenue and profitability. However, competition for qualified and effective agents is intense, and we may be unable to recruitand retain enough qualified and effective agents to satisfy our growth strategies. This competition creates challenges that include:

If we do not effectivelymanage our growth, our brand could suffer. In order to successfully expand our business, we must effectively recruit, develop andmotivate new franchisees and new agents and employees, and we must maintain the beneficial aspects of our three pillars philosophy.We may not be able to hire new agents or employees and our franchisees may not be able to recruit new agents necessary to manageour growth quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully develop our franchisees,our franchisee, agent and employee morale, productivity and retention could suffer, and our brand and results of operations couldbe harmed. These improvements could require significant capital expenditures and place increasing demands on our management. Wemay not be successful in managing or expanding our operations or in maintaining adequate financial and operating systems and controls.If we do not successfully manage these processes, our results of operations, financial condition and prospects could be adverselyaffected.

The failure toattract and retain highly qualified franchisees and to acquire and open new corporate offices could compromise our ability to pursueour growth strategy.

The success of ourfranchisees depends largely on the efforts and abilities of franchisees and their agents, which are subject to numerous factors,including the fees or sales commissions they receive, and our ability to train and oversee their operations to ensure that theyprovide the quality service promoted by our brands. If our franchisees do not continue to believe in the value proposition we offerwith our brand, believe that we are overcharging them for the services we provide, or, for other reasons decide not to renew theirfranchise agreements with us, our business may be materially adversely affected. Additionally, if our franchisees are not successful,they will fail to attract and retain productive agents and will fail to generate the revenue necessary to pay the contractual feesand dues owed to us.

In addition, if weare unable to organically increase the number of, and acquire new, corporate realty offices in the future, our growth will stagnateand we could lose high producing agents to other competing brokerages, all of which would have a material adverse effect on ourresults of operations, financial condition and prospects.

We might notbe able to attract and retain additional qualified agents and other personnel.

In order to grow ourbusiness, we must attract and retain highly qualified agents and other personnel. In particular, we compete with both nationaland local real estate brokerages for qualified agents who manage our operations in each state and who are our on-the-ground representatives.With the evolving real estate brokerage market, we must find ways to attract and retain these people. And with the change in theway people work that has been accelerated by the Covid-19 pandemic, finding qualified agents and employees has become more difficult.We might have difficulty in finding, hiring and retaining highly skilled personnel with appropriate qualifications. Many of thecompanies with whom we compete for experienced personnel have greater resources than we do. In addition, in making decisions aboutwhere to work, in addition to cash compensation, people often consider the value of the stock options or other equity incentivesthey receive. We currently have an equity incentive plan to offer stock incentives to our employees and our agents that we believeis competitive with plans offered by other publicly traded real estate brokerage companies. However, if those plans fail to encouragenew hires or to motivate our existing staff, we may fail to attract new personnel or fail to retain our current personnel whichwould severely harm our growth prospects.

Competition inthe residential real estate franchising business is intense and may adversely affect our financial performance.

We compete againstnational and international real estate brokerage franchisors as well as smaller franchisors. Our products are the brands we selland their reputation in the marketplace. Potential franchisees, when shopping for a brand, look to see the level of support thatthey can receive compared to the fees and dues that they will have to pay. This is our value proposition. While the national andinternational brands far exceed us in financial resources, geographic coverage, marketing ability and infrastructure, we believethat our “family-oriented” style of business, based on our three pillars philosophy, is a strong selling point. So,while competing franchisors may offer franchisees monthly ongoing fees that are lower than those we charge, or that are more attractivein particular market environments, we believe that our “high touch” approach is able to overcome many of the factorsthat competitors sell. Corporate-owned competitors compete primarily on the basis of commission payments to their agents. Whilewe believe that we are competitive in that market, our brand is not as strong as competitors who have been in the market longerand have the financial wherewithal to promote themselves in the media. Our largest competitors in this industry in the U.S. includeRE/MAX Holdings, Inc., Keller Williams Realty, Inc., HomeSmart, Realogy Holdings, Corp., which franchises the Coldwell Banker andCentury 21 brands, Berkshire Hathaway Homes, among others. See “Prospectus Summary- Competition” and “Business– Competition.”

Our Company ownedbrokerage business is subject to competitive pressures.

Our Company owned brokeragebusiness, like that of our franchisees, is generally subject to intense competition. We compete with other national and independentreal estate organizations including our franchisees and those of other national real estate franchisors, franchisees of local andregional real estate franchisors, regional independent real estate organizations, discount brokerages, internet-based brokeragesand smaller niche companies competing in local areas. Competition is particularly intense in the densely populated metropolitanareas in which we operate. In addition, in the real estate brokerage industry, new participants face minimal barriers to entryinto the market. We also compete for the services of qualified licensed agents as well as franchisees. The ability of our Companyowned brokerage offices to retain agents is generally subject to numerous factors, including the sales commissions, the trainingand coaching and technological support that they receive and their perception of our brand value. Our largest competitors in thecorporate-owned space include Compass Holdings, Inc. and Fathom Holdings, Inc.

Our financialresults are affected directly by the operating results of franchisees and agents, over whom we do not have direct control.

Our real estate franchisesgenerate revenue in the form of monthly ongoing royalties and fees, including monthly broker fees tied to gross commissions, trainingand technology fees charged to our franchisees. Our agents pay us dues out of their income from real estate transactions and newagents split their transaction-based commissions with us. Accordingly, our financial results depend upon the operational and financialsuccess of our franchisees and their agents and our corporate agents, all of whom are independent contractors that we do not control.If industry trends or economic conditions are not sustained or do not continue to improve, our franchisees’, their and ouragents’ financial results could worsen and our revenue may decline. We may also have to terminate franchisees more frequentlyin the future due to non-reporting and non-payment. Further, if franchisees fail to renew their franchise agreements our revenuefrom ongoing monthly fees may decrease, and profitability may be lower than in the past due to reduced ongoing monthly fees.

Our franchiseoperations are subject to additional business risks.

Our franchise businessis exposed to other business risks which may impact our ability to collect recurring, contractual fees and dues from our franchisees,may harm the goodwill associated with our brand, and/or may materially and adversely impact our business, results of operations,financial condition and prospects. One such risk is that one of our franchisees could declare bankruptcy which could have a substantialnegative impact on our ability to collect fees and dues owed under such franchisee’s franchise arrangements. In a franchiseebankruptcy, the bankruptcy trustee may reject its franchise contract pursuant to Section 365 under the U.S. Bankruptcy Code,in which case there would be no further payments for fees and dues from such franchisee. Other risks include the risk that ourfranchisees may be uninsured or underinsured against certain business hazards or that insurance may be unavailable, as was hurricaneinsurance in Florida for a number of years. Any casualty loss happening to our franchisees could put their entire business at riskand potentially result in its failure and the termination of our franchise agreement. Any such loss or delay in an insurance paymentcould have a material and adverse effect on a franchisee’s ability to satisfy its obligations under its franchise agreementwith us, including its ability to make payments for contractual fees and dues or to indemnify us. Each franchise agreement is subjectto termination by us in the event that the franchisee breaches its contract, generally after expiration of applicable cure periods,although under certain circumstances a franchise agreement may be terminated by us upon notice without an opportunity to cure.The default provisions under the franchise arrangements are drafted broadly and include, among other things, any failure to meetoperating standards and actions that may threaten our brands. In addition, each franchise agreement eventually expires and uponexpiration, we or the franchisee may or may not elect to renew the franchise arrangement. If our agreement is renewed, such renewalis generally contingent on the franchisee’s execution of the then-current form of franchise contract (which may include termsthe franchisee deems to be more onerous than the prior franchise agreement), the satisfaction of certain conditions and the paymentof a renewal fee. If a franchisee is unable or unwilling to satisfy any of the foregoing conditions, the expiring franchise agreementwill terminate upon expiration of the term of the franchise arrangement.

Our operatingresults are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisonsof successive quarters difficult.

The residential realestate industry is subject to seasonality. Sales activity is typically stronger in the spring and summer months when school isnot in session compared to the fall and winter seasons. This is true even in the Southeastern U.S. where weather patterns do notchange significantly with the seasons. However, extreme weather does affect our business by keeping people focused on matters otherthan home buying. We have historically experienced lower revenues during the fall and winter seasons, as well as during periodsof unseasonable weather, which reduces our operating income, net income, operating margins and cash flow. Real estate listingsprecede sales and a period of poor listings activity will negatively impact revenue. Our revenue and operating margins each quarterwill remain subject to seasonal fluctuations, which may make it difficult to compare or analyze our financial performance effectivelyacross successive quarters.

A significantincrease in private sales of residential property, including through the internet, could have a material adverse effect on ourbusiness, prospects and results of operations.

 Asof 2021, NAR estimated that nine in ten home sellers worked with a real estate agent to sell their home, which was consistentacross all age groups^[5] and 6.1million existinghomes were sold in in 2021, up from 5.6 million in 2020 according to Statista Research (February 22, 2022). Although the NARsurvey indicates that the percentage of sales using agents has increased in recent years, a significant increase in thevolume of private sales due to, for example, increased access to the internet and the proliferation of websites thatfacilitate such sales, and a corresponding decrease in the volume of sales through real estate agents could have a materialadverse effect on our business, prospects and results of operations.

The real estatebrokerage business is highly regulated and any failure to comply with such regulations or any changes in such regulations couldadversely affect our business.

Our Company owned realestate brokerage business and our franchising business are highly regulated and must comply with Federal and state requirementsgoverning the licensing and conduct of real estate brokerage and brokerage-related businesses and franchising in the jurisdictionsin which we and they do business. These laws and regulations contain general standards for and prohibitions on the conduct of realestate brokers and agents, including those relating to licensing of brokers and agents, fiduciary and agency duties, administrationof trust funds, collection of commissions, advertising and consumer and franchising disclosures. Under state law, the franchiseesand our real estate brokers have certain duties to supervise and are responsible for the conduct of their brokerage business.

Our Company owned realestate brokerage business and our franchisees (excluding commercial brokerage transactions) must comply with the Real Estate SettlementProcedures Act ( “RESPA”). RESPA and comparable state statutes, among other things, restrict payments which real estatebrokers, agents and other settlement service providers may receive for the referral of business to other settlement service providersin connection with the closing of real estate transactions. Such laws may to some extent restrict preferred vendor arrangementsinvolving our franchisees and our Company owned brokerage business. RESPA and similar state laws also require timely disclosureof certain relationships or financial interests that a broker has with providers of real estate settlement services. In addition,the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) contains the Mortgage Reform andAnti-Predatory Lending Act (the “Mortgage Act”), which imposes a number of additional requirements on lenders and servicersof residential mortgage loans, by amending certain existing provisions and adding new sections to RESPA and other federal laws.

We are also subjectto various other rules and regulations such as:

⁵ https://www.nar.realtor/sites/default/files/documents/2021-home-buyers-and-sellers-generational-trends-03-16-2021.pdf

Federal, state andlocal regulatory authorities also have relatively broad discretion to grant, renew and revoke licenses and approvals and to implementregulations. Accordingly, such regulatory authorities could prevent or temporarily suspend our Company owned brokerages or ourfranchisees from carrying on some or all of our activities or otherwise penalize them if their financial condition or our practiceswere found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirementsby the regulatory authority. Our failure to comply with any of these requirements or interpretations could limit our ability torenew current franchisees or sign new franchisees or otherwise have a material adverse effect on our operations.

We might not be awareof all the laws, rules and regulations that govern our business, or be able to comply with all of them, given the rate of regulatorychanges, ambiguities in regulations, contradictions in laws and regulations between jurisdictions, and the difficulties in achievingboth company-wide and region-specific knowledge and compliance. If we fail, or we have been alleged to have failed, to comply withany existing or future applicable laws, rules and regulations, we could be subject to lawsuits and administrative complaints andproceedings, as well as criminal proceedings. Our noncompliance could result in significant defense costs, settlement costs, damagesand penalties.

We are dependentupon the truthfulness of our franchisees to provide accurate reports and accounting to us.

While we have significantinsight into the business activity of our domestic and international regional franchisees and are able to observe their books andrecords in real time, the franchisees self-report their agent counts, agent commissions and fees due to us. Our tools to validateor verify these reports are not equipped to ferret out under or erroneous reporting, even if unintentional or intentional fraud.If any of those circumstances occur, we may not receive all of the annual agent dues or monthly ongoing fees due to us. In addition,to the extent that we are underpaid, we may not have a definitive method for determining such underpayment. If a material numberof our franchisees were to under report or erroneously report their agent counts, agent commissions or fees due to us, it couldhave a material adverse effect on our financial performance and results of operations.

Climate changeand environmental risks could increase our costs and subject us to liability.

Our operations areaffected by Federal, state and/or local environmental laws in the countries in which we operate, and we may face liability withrespect to environmental issues occurring at properties we manage or occupy. We may face costs or liabilities under these lawsas a brokerage company if our agents violate applicable disclosure laws and regulations or as a result of our agents’ roleas a property manager. The impact of climate change presents a significant risk. Damage to assets caused by extreme weather eventslinked to climate change is becoming more evident, highlighting the fragility of global infrastructure. We believe that the effectsof climate change will increasingly impact our own operations and those of properties we manage, especially when they are in coastalcities. The impact includes the relative desirability of locations and the cost of operating and insuring acquired properties.Many countries outside the U.S. are enacting stricter regulations to protect the environment and preserve their natural resources.We also may face several layers of national and regional regulations. The risks may not be limited to fines and the costs of remediation.We continue to monitor the effects of climate change and the changes in law, regulation and policies of other companies, especiallyinsurance companies and intend to adjust our business accordingly in the future.

Our internationaloperations are subject to risks of operating in foreign countries.

We have a franchiseelocated in Peru. For the year ended December 31, 2021, revenue from these operations represented less than one percent (1.0%)of our total revenue. Our international operations are subject to risks that are different from those of our U.S. operationsthat could result in losses against which we are not insured and therefore affect our profitability. Those internationalrisks include:

We depend substantiallyon our Founder, Joseph La Rosa, and the loss of any our senior management or other key employees or the inability to hire additionalqualified personnel could adversely affect our operations, our brand and our financial performance.

Our future successis largely dependent on the efforts and abilities of our Founder, Chief Executive Officer, President and Chairman, Joseph La Rosa,our senior management and other key employees. The loss of the services of Mr. La Rosa and other senior management would have asignificant detrimental effect on the Company as its brand is tied to his name, image and personality. We do not maintain key employeelife insurance policies on Mr. La Rosa or our other senior management and therefore their loss could make it more difficult tosuccessfully operate our business and achieve our business goals. As a result, we may not be able to cover the financial loss wemay incur in losing the services of any of these individuals.

Our ability to retainour employees is generally subject to numerous factors, including the compensation and benefits we pay, the mix between the fixedand variable compensation we pay our employees and prevailing compensation rates. As such, we could suffer significant attritionamong our current key employees. Competition for qualified employees in the real estate franchising industry is intense. We maybe unable to retain existing employees that are important to our business or hire additional qualified employees. The process oflocating employees with the combination of skills and attributes required to carry out our goals is often lengthy. We cannot assureyou that we will be successful in attracting and retaining qualified employees.

Concentrationof ownership of our voting stock by Mr. La Rosa will prevent new investors from influencing significant corporate decisions.

Based on our CommonStock outstanding as of December 31, 2021 and including the shares to be sold in this Offering, upon the closing of this Offering,Mr. La Rosa will, in the aggregate, beneficially own approximately 87% of our outstanding Common Stock (assuming no exercise ofthe underwriters’ option to purchase additional shares of Common Stock) and 2,000 shares of our Series X Super Voting PreferredStock that provides for 10,000 votes per share when voting with the Common Stock. Thus, Mr. La Rosa, our President and Chief ExecutiveOfficer, Chairman of the board, and majority stockholder, will be able to control all matters requiring stockholder approval, includingthe election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosamay not coincide with the interests of other stockholders.

Mr. La Rosa may haveinterests different than yours and may vote in a way with which you disagree and that may be adverse to your interests. In addition,Mr. La Rosa’s concentration of ownership could have the effect of delaying or preventing a change in control or otherwisediscouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our Common Stockand/or Warrants to decline or prevent our stockholders from realizing a premium over the market price for their Common Stock. Inaddition, he may want the Company to pursue strategies that deviate from the interests of other stockholders. Investors shouldconsider that the interests of the Mr. La Rosa may differ from their interests in material respects.

Mr. La Rosa willcontrol all matters that come before the stockholders for a vote and thus we are a “controlled company” within themeaning of the Nasdaq listing requirements and, as a result, the Company will qualify for, exemptions from certain corporate governancerequirements. If we take advantage of such exemptions, you will not have the same protections afforded to stockholders of companiesthat are subject to such corporate governance requirements.

Following the completionof this Offering, Mr. Joseph La Rosa, will control approximately [*]% of the voting power of our Common Stock (which includes hisright to vote shares of the Series X Super Voting Preferred Stock) with respect to director elections and other matters (or approximately[*]% of the voting power with respect to director elections if the underwriters exercise in full their option to purchase additionalshares of our Common Stock). Subject to any fiduciary duties owed to other stockholders under Nevada law, Mr. La Rosa will be ableto control all matters requiring approval by our stockholders, including the election and removal of directors and any proposedmerger, acquisition, consolidation or sale of all or substantially all of our assets. In addition, due to his significant ownershipstake and his service as our Chairman of the board of directors and Chief Executive Officer, Mr. La Rosa controls the managementof our business and affairs. Mr. La Rosa may have interests that are different than yours and may support proposals and actionswith which you may disagree. This concentration of ownership could have the effect of delaying, deferring or preventing a changein control, or impeding a merger or consolidation, takeover or other business combination that could be favorable to our otherstockholders and adversely affecting the market price of our Common Stock.

Because of the votingpower over our Company held by Mr. La Rosa, we are considered a “controlled company” for the purposes of the listingrequirements of the Nasdaq Capital Market. A controlled company is not required to have a majority of independent directors orform an independent compensation or nominating and corporate governance committee. Nevertheless, we will have a majority of independentdirectors who will serve on our audit, compensation and nominating and corporate governance committees. However, although we haveno current plans to do so, for as long as we remain a controlled company, we could take advantage of such exemptions in the future.

Infringement,misappropriation, or dilution of our intellectual property could harm our business.

We regard our La RosaRealty trademark and the “LR” logo that we own, as well as the Better Homes trademark and logo that we license, ashaving significant value and as being important factors in the marketing of our brands. We believe that this and other intellectualproperty are valuable assets that are critical to our success. We rely on a combination of protections provided by contracts, aswell as copyright, trademark, trade secret and other laws, to protect our intellectual property from infringement, misappropriation,or dilution. We have registered certain trademarks and service marks and have other trademark and service mark registration applicationspending in the U.S. and foreign jurisdictions. However, not all trademarks or service marks that we currently use have been registeredin all of the countries in which we do business, and they may never be registered in all of those countries. Although we monitortrademark portfolios internally and impose an obligation on franchisees to notify us upon learning of potential infringement, therecan be no assurance that we will be able to adequately maintain, enforce and protect our trademarks or other intellectual propertyrights.

We are not aware ofany challenges to our right to use any of our brand names or trademarks. We are vigilant in enforcing our intellectual propertyand protecting our brands. Unauthorized uses or other infringement of our trademarks or service marks, including ones that arecurrently unknown to us, could diminish the value of our brands and may adversely affect our business. Effective intellectual propertyprotection may not be available in every market in which we have franchised or intend to franchise. Failure to adequately protectour intellectual property rights could damage our brands and impair our ability to compete effectively. Even where we have effectivelysecured statutory protection for our trademarks and other intellectual property, our competitors may misappropriate our intellectualproperty. Defending or enforcing our trademark rights, branding practices and other intellectual property, and seeking an injunctionand/or compensation for misappropriation of confidential information, could result in the expenditure of significant resourcesand divert the attention of management, which in turn may materially and adversely affect our business and operating results.

Although we monitorand restrict our franchisees’ activities through our franchise agreements, franchisees may refer to our brands improperlyin writings or conversations, resulting in the dilution of our intellectual property. Franchisee noncompliance with the terms andconditions of our franchise agreements and our brand standards may reduce the overall goodwill of our brands, whether through thefailure to meet the FTC guidelines or applicable state laws, or through the participation in improper or objectionable businesspractices. Moreover, unauthorized third parties may use our intellectual property to trade on the goodwill of our brand, resultingin consumer confusion or dilution. Any reduction of our brand’s goodwill, consumer confusion, or dilution is likely to impactsales, and could materially and adversely impact our business and operating results.

We are subjectto certain risks related to litigation filed by or against us, and adverse results may harm our business and financial condition.

The real estate industryoften involves litigation, ranging from individual lawsuits by brokerage clients, sales associates, employees and franchisees tolarge class actions and government investigations. We often are involved in various lawsuits and legal proceedings that arise inthe ordinary course of business. Such litigation and other proceedings has included, and may in the future include, but are notlimited to, actions relating to sales agent commissions, intellectual property, commercial arrangements, negligence and fiduciaryduty claims arising from our brokerage operations, fraud or failure to disclose matters in our franchise documents or agreements,standard brokerage disputes like the failure to disclose hidden defects in a property such as mold, vicarious liability based uponconduct of individuals or entities outside of our control, including our agents, third-party service or product providers, antitrustclaims, general fraud claims, employment law claims, including claims challenging the classification of our agents as independentcontractors and compliance with wage and hour regulations, and claims alleging violations of the Real Estate Settlement ProceduresAct or state consumer fraud statutes.

Each lawsuit filedagainst or by us has factors that are unpredictable, including but not limited to, legal fees, insurance coverage, or the ultimateoutcome of litigation and remedies or damage awards. Adverse results in such litigation and other proceedings may harm our business,our brands and our financial condition.

We have general liabilityand an errors and omissions insurance policy to help protect us against claims of inadequate work or negligent action. This insurancemight not continue to be available to us on commercially reasonable terms or at all, or a claim otherwise covered by our insurancemay exceed our coverage limits, or a claim might not be covered at all. We may be subject to errors or omissions claims that couldhave an adverse effect on us. Moreover, defending a suit, regardless of its merits, could entail substantial expense and requirethe time and attention of our senior management. Substantial financial judgments against us would have a material adverse effecton our business, brands, results of operations, financial condition and prospects.

Security breaches,interruptions, delays and failures in our systems and operations could materially harm our business.

The performance andreliability of our systems and operations and third-party applications are critical to our reputation and ability to attract franchiseesand agents to join us. Our systems and operations, as well as the third-party applications that we license are vulnerable to securitybreaches, interruption or malfunction due to certain events beyond our control, including natural disasters, such as earthquakes,fire and flood, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism andsimilar events. In addition, we rely on third-party vendors to provide the website platforms and additional systems and relatedsupport. If we cannot continue to retain these services on acceptable terms, our access to these systems and services could beinterrupted. Any security breach, interruption, delay or failure in our systems and operations could substantially harm our franchiseesand agents by interfering with their daily business routines, reducing their transaction volume, impairing the quality of the serviceswe provide, increasing our costs, prompting litigation and other claims, and damaging our reputation, any of which could substantiallyharm our results of operations, financial condition and prospects.

If we fail toprotect the privacy of employees, independent contractors, or consumers or personal information that they share with us, our reputationand business could be significantly harmed.

Consumers, agents,independent contractors, and employees have shared personal information with us during the normal course of our business processingresidential real estate transactions. This includes, but is not limited to, social security numbers, annual income amounts andsources, names, addresses, telephone and cell phone numbers, and email addresses.

The application, disclosureand safeguarding of this information is regulated by federal and state privacy laws. To comply with privacy laws, we invested resourcesand adopted a privacy policy outlining policies and procedures for the use of safeguarding personal information. This policy includesinforming consumers, independent contractors and employees that we will not share their personal information with third partieswithout their consent unless required by law.

Privacy policies andcompliance with federal and state privacy laws presents risk and we could incur legal liability for failing to maintain compliance.We might not become aware of all privacy laws, changes to privacy laws, or third- party privacy regulations governing the realestate business or be unable to comply with all of these regulations, given the rate of regulatory changes, ambiguities in regulations,contradictions in regulations between jurisdictions, and the difficulties in achieving both Company-wide and region-specific knowledgeand compliance.

Our policy and safeguardscould be deemed insufficient if third parties with whom we have shared personal information fail to protect the privacy of thatinformation. Our legal liability could include significant defense costs, settlement costs, damages, and penalties, plus, damageour reputation with consumers, which could significantly damage our ability to attract and maintain customers. Any or all of theseconsequences would result in meaningful unfavorable impact on our brand, business model, revenue, expenses, income, and margins.

Cybersecurityincidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impactour reputation and harm our business.

Cybersecurity threatsand incidents directed at us could range from uncoordinated individual attempts to gain unauthorized access to information technologysystems to sophisticated and targeted measures aimed at disrupting business or gathering personal data of customers. In the ordinarycourse of our business, we collect and store sensitive data, including proprietary business information and personal informationabout our customers. Our business, and particularly our cloud-based platform, is reliant on the uninterrupted functioning of ourinformation technology systems. The secure processing, maintenance, and transmission of information are critical to our operations,especially the processing and closing of real estate transactions. Although we employ measures designed to prevent, detect, address,and mitigate these threats (including access controls, data encryption, vulnerability assessments, and maintenance of backup andprotective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation,destruction, corruption, or unavailability of critical data and confidential or proprietary information (our own or that of thirdparties, including potentially sensitive personal information of our customers) and the disruption of business operations. Anysuch compromises to our security could cause harm to our reputation, which could cause customers to lose trust and confidence inus or could cause agents to stop working for us. In addition, we may incur significant costs for remediation that may include liabilityfor stolen assets or information, repair of system damage, and compensation to customers and business partners. We may also besubject to legal claims, government investigation, and additional state and federal statutory requirements.

The potential consequencesof a material cybersecurity incident include regulatory violations of applicable U.S. and international privacy and other laws,reputational damage, loss of market value, litigation with third parties (which could result in our exposure to material civilor criminal liability), diminution in the value of the services we provide to our customers, and increased cybersecurity protectionand remediation costs (that may include liability for stolen assets or information), which in turn could have a material adverseeffect on our competitiveness and results of operations.

If we attemptto, or acquire other complementary businesses, we will face certain risks inherent with such activities.

Subsequent to the closingof this Offering, we may seek to acquire, and acquire, certain complementary businesses, including one or more of our affiliates.Any future growth through acquisitions will depend in part on the availability of suitable acquisition targets at favorable pricesand with advantageous terms and conditions, which may not be available to us. In addition, we may take on debt to finance theseacquisitions which will create new financial risks, or use our Common Stock as currency, which could dilute our then current stockholders.Acquisitions subject us to several significant risks, any of which may prevent us from realizing the anticipated benefits or synergiesof the acquisition. The integration of companies is a complex and time-consuming process that could significantly disrupt our businessesand the business of the acquired company, including the diversion of management attention, failure to identify certain liabilitiesand issues during the due diligence process, the inability to retain personnel and clients of the acquired business and litigation.Any negative outcomes from acquisitions or attempted acquisitions could result in a material adverse effect on our financial condition,results of operations and prospects.

If we were deemedto be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) as a result of ourownership of the LLCs, applicable restrictions could make it impractical for us to continue our business as contemplated and couldhave an adverse effect on our business.

Under Sections 3(a)(1)(A)and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940Act if: (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing,reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning,holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the valueof its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe thatwe are an “investment company,” as such term is defined in either of those sections of the 1940 Act and intend to conductour operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictionsimposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could makeit impractical for us to continue our business as contemplated and could have a material adverse effect on our business and prospects.

Risks Related to thisOffering

Our managementwill have broad discretion over the use of any net proceeds from this Offering and you may not agree with how we use the proceeds,and the proceeds may not be invested successfully.

Our management willhave broad discretion as to the use of any net proceeds from this Offering and could use them for purposes other than those contemplatedat the time of this Offering. Accordingly, you will be relying on the judgment of our management with regard to the use of anyproceeds from the sale of our Units in this Offering and you will not have the opportunity, as part of your investment decision,to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that doesnot yield a favorable, or any, return for you.

You will experienceimmediate and substantial dilution.

The initial public offeringprice will be substantially higher than the net tangible book value of each outstanding share of Common Stock immediately afterthis Offering. If you purchase common stock as part of the Units in this Offering, you will suffer immediate and substantial dilution.At an assumed initial public offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page ofthis prospectus) with net proceeds to us of  $12.8 million, after deducting estimated underwriting discounts and commissionsand estimated offering expenses, investors who purchase Units in this Offering will have contributed approximately 100% of thetotal amount of funding we have received to date, but will only hold less than 1% of the total voting rights (based on the numberof shares of Common Stock purchased in the Units). The dilution will be $7.45 per share in the net tangible book value of the CommonStock from the assumed initial public offering price. In addition, if shares exercisable or convertible into our Common Stock areexercised and converted, and if options to purchase shares of our Common Stock under our 2022 Equity Incentive Plan are grantedand exercised, there could be further dilution. For more information refer to “Dilution”.

Future salesand issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownershipof our stockholders and could cause the price of our Common Stock to decline.

We may issue additionalsecurities following the closing of this Offering. Future sales and issuances of our capital stock or rights to purchase our capitalstock could result in substantial dilution to our existing stockholders. We may sell Common Stock, preferred stock, convertiblesecurities, and other equity securities in one or more transactions at prices and in a manner as we may determine from time totime. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequenttransactions could gain rights, preferences, and privileges senior to those of holders of our Common Stock.

Sales of a significantnumber of shares of our Common Stock in the public markets, or the perception that such sales could occur, could depress the marketprice of our Common Stock.

Sales of a substantialnumber of shares of our Common Stock in the public markets could depress the market price of our Common Stock and impair our abilityto raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our CommonStock would have on the market price of our Common Stock.

If securitiesor industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock priceand trading volume could decline.

The trading marketfor our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or ourbusiness. As of the date of this prospectus, no analysts cover our stock. If we do not obtain analyst coverage or if one or moreof those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likelydecline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, demand forour stock could decrease, which might cause our stock price and trading volume to decline.

Risks Relating to Ownershipof Our Common Stock and Warrants

There is no activepublic trading market for our Common Stock or Warrants. While we are seeking to list our Common Stock and Warrants on Nasdaq, thereis no assurance that our Common Stock and Warrants will be listed on Nasdaq.

In connection withthis Offering, we have applied to list our Common Stock on the Nasdaq Capital Market under the symbol “LRHC” and haveapplied to list our Warrants under the symbol “[*].” If Nasdaq approves our listing application, we expect to listour Common Stock and Warrants upon consummation of the offering, Nasdaq’s listing requirements for the Nasdaq Capital Marketinclude, among other things, a stock price threshold. As a result, prior to effectiveness of our registration statement of whichthis prospectus is a part, we will need to take the necessary steps to meet Nasdaq’s listing requirements. If Nasdaq doesnot approve the listing of our Common Stock and Warrants, we will not proceed with this Offering. There can be no assurance thatour Common Stock and Warrants will be listed on Nasdaq.

There is currentlyno market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and priceof our securities.

There is currentlyno market for our securities. Stockholders therefore have no access to information about prior market history on which to basetheir investment decision. Following this Offering, the price of our securities may vary significantly due to one or more potentialbusiness combinations and general market or economic conditions. Furthermore, an active trading market for our securities may neverdevelop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be establishedand sustained.

We may not beable to satisfy listing requirements of Nasdaq to maintain a listing of our Common Stock.

Even if our listingapplication is approved by Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violatethe maintenance requirements for continued listing of our Common Stock, our Common Stock may be delisted. In addition, our boardof directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits ofsuch listing. A delisting of our Common Stock from Nasdaq may materially impair our stockholders’ ability to buy and sellour Common Stock and Warrants and could have an adverse effect on the market price of, and the efficiency of the trading marketfor, our Common Stock and Warrants. In addition, the delisting of our Common Stock could significantly impair our ability to raisecapital.

The public priceof our Common Stock and Warrants may be volatile, and could, following a sale decline significantly and rapidly.

The initial publicoffering price for the Units will be determined by negotiations between us and the underwriters and may not be indicative of pricesfor our Common Stock and Warrants that will prevail in the open market following this Offering. The market price of our CommonStock and Warrants may decline below the initial offering price of the Units, and you may not be able to sell your shares of CommonStock at or above the price you paid in the Offering, or at all. Following this Offering, the public price of our Common Stockand Warrants in the secondary market will be determined by private buy and sell transaction orders collected from broker-dealers.

Our Warrants may not have any value.

Our Warrants are exercisablefor five years from the date of initial issuance and currently have an exercise price of $[*] per share. There can be no assurancethat the market price of our shares of Common Stock will equal or exceed the exercise price of the Warrants. In the event thatthe stock price of our shares of Common Stock does not exceed the exercise price of the Warrants during the period when the Warrantsare held and exercisable, the Warrants may not have any value to their holders.

Holders of Warrantshave no rights as stockholders until such holders exercise their Warrants and acquire our shares of Common Stock.

Until holders of ourWarrants acquire shares of Common Stock upon exercise thereof, such holders will have no rights with respect to the shares of CommonStock underlying the Warrants. Upon exercise of the Warrants, the holders will be entitled to exercise the rights of a stockholderonly as to matters for which the record date occurs after the date they were entered in the register of members of the Companyas a stockholder.

The Warrant certificategoverning our Warrants designates the state and federal courts of the State of New York sitting in the City of New York, Boroughof Manhattan, as the exclusive forum for actions and proceedings with respect to all matters arising out of the Warrants, whichcould limit a Warrant holder’s ability to choose the judicial forum for disputes arising out of the warrants.

The warrant certificategoverning our Warrants provides that all legal proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by the warrant certificate (whether brought against a party to the warrant certificate or their respective affiliates,directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federalcourts sitting in the City of New York. The warrant certificate further provides that we and the Warrant holders irrevocably submitto the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudicationof any dispute under the warrant certificate or in connection with it or with any transaction contemplated by it or discussed init, including under the Securities Act. Furthermore, we and the Warrant holders irrevocably waive, and agree not to assert in anysuit, action or proceeding, any claim that we or they are not personally subject to the jurisdiction of any such court, that suchsuit, action or proceeding is improper or is an inconvenient venue for such proceeding. With respect to any complaint assertinga cause of action arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however,that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with thefederal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdictionfor state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act orthe rules and regulations thereunder. Notwithstanding the foregoing, these provisions of the warrant certificate will not applyto suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal districtcourts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwiseacquiring or holding or owning (or continuing to hold or own) any interest in any of our Warrants shall be deemed to have noticeof and consented to the foregoing provisions. Although we believe this exclusive forum provision benefits us by providing increasedconsistency in the application of the governing law in the types of lawsuits to which it applies, the exclusive forum provisionmay limit a Warrant holder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or any ofour directors, officers, other employees, stockholders, or others which may discourage lawsuits with respect to such claims. OurWarrant holders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulationsthereunder as a result of this exclusive forum provision. Further, in the event a court finds the exclusive forum provision containedin our warrant certificates to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolvingsuch action in other jurisdictions, which could harm our results of operations.

Future issuancesof debt securities, which would rank senior to our Common Stock upon our bankruptcy or liquidation, and future issuances of preferredstock, which could rank senior to our Common Stock for the purposes of dividends and liquidating distributions, may adversely affectthe level of return you may be able to achieve from an investment in our Securities. 

In the future, we mayattempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities,and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributionsbeing made to holders of our Common Stock. Moreover, if we issue preferred stock, the holders of such preferred stock could beentitled to preferences over holders of Common Stock in respect of the payment of dividends and the payment of liquidating distributions.Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in parton market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any suchfuture offerings or borrowings. Holders of our securities must bear the risk that any future offerings we conduct or borrowingswe make may adversely affect the level of return, if any, they may be able to achieve from an investment in our Securities. 

We are authorizedto issue “blank check” preferred stock without stockholder approval, which could adversely impact the rightsof holders of our securities.

Our articles of incorporationauthorize us to issue up to 50,000,000 shares of blank check preferred stock of which 50,000 shares are currently authorizedfor issuance. Any preferred stock that we issue in the future may rank ahead of our other securities in terms of dividend priorityor liquidation premiums and may have greater voting rights than our securities. In addition, such preferred stock may contain provisionsallowing those shares to be converted into shares of Common Stock, which could dilute the value of our securities to current stockholdersand could adversely affect the market price, if any, of our securities. In addition, the preferred stock could be utilized, undercertain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company. We have issued 2,000shares of our Series X Super Voting Preferred Stock to our Founder, Mr. Joseph La Rosa, that provides him with 10,000 votes pershare when voting with the Common Stock. Although we have no present intention to issue any additional shares of authorized preferredstock, there can be no assurance that we will not do so in the future.

If our securitiesbecome subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adoptedrules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equitysecurities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorizedfor quotation on certain automated quotation systems, provided that current price and volume information with respect to transactionsin such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securitiesexchange and if the price of our securities is less than $5.00, our securities could be deemed a penny stock. The penny stock rulesrequire a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardizedrisk disclosure document containing specified information. In addition, the penny stock rules require that before effecting anytransaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination thatthe penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of thereceipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed anddated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activityin the secondary market for our securities, and therefore shareholders may have difficulty selling their securities.

We are an “emerginggrowth company” and a “smaller reporting company” within the meaning of the Securities Act, and if we takeadvantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies,this could make our securities less attractive to investors and may make it more difficult to compare our performance with otherpublic companies.

We are an “emerginggrowth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantageof certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growthcompanies including, but not limited to, not being required to comply with the auditor internal controls attestationrequirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation inour periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executivecompensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders maynot have access to certain information they may deem important. We could be an emerging growth company for up to five years, althoughcircumstances could cause us to lose that status earlier, including if the market value of our shares held by non-affiliates exceeds$700 million as of the end of the prior fiscal year’s second quarter, in which case we would no longer be an emerging growthcompany as of the following fiscal year end. We cannot predict whether investors will find our securities less attractive becausewe will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for oursecurities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standardsuntil private companies (that is, those that have not had a Securities Act registration statement declared effectiveor do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financialaccounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period andcomply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Wehave elected to avail ourselves of the extended transition period which means that when a standard is issued or revised and ithas different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revisedstandard at the time private companies adopt the new or revised standard. This may make comparison of our financial statementswith another public company which is neither an emerging growth company nor an emerging growth company which has opted out of usingthe extended transition period difficult or impossible because of the potential differences in accountant standards used.

Additionally, we area “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K promulgated by theSEC. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providingonly two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal yearin which (i) the market value of our shares held by non-affiliates exceeds $250 million as of the end of that year’s secondfiscal quarter, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of ourshares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we takeadvantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companiesdifficult or impossible.

Our status asan “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

Because of the exemptionsfrom various reporting requirements provided to us as an “emerging growth company” and because we will have an extendedtransition period for complying with new or revised financial accounting standards, we may be less attractive to investors andit may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our businesswith other companies in our industry if they believe that our financial accounting is not as transparent as other companies inour industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operationsmay be materially and adversely affected.

Our internalcontrols may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminatedto the public.

Our management is responsiblefor establishing and maintaining adequate internal control over our financial reporting. As defined in Rule 13a-15(f) of the ExchangeAct internal control over financial reporting is a process designed by, or under the supervision of, the principal executive andprincipal financial officer and effected by our board of directors, management, and other personnel, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles and includes those policies and procedures that:

Our internal controlsmay be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminatedto the public. Investors relying upon this misinformation may make an uninformed investment decision.

Failure to achieveand maintain an effective internal control environment could cause us to face regulatory action and also cause investors to loseconfidence in our reported financial information, either of which could have a material adverse effect on our business, financialcondition, results of operations, and prospects.

We have not paiddividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the valueof our stock.

We have never paidcash dividends on our Common Stock and do not anticipate paying cash dividends on our Common Stock in the foreseeable future. Wecurrently intend to retain any future earnings to support the development of our business and do not anticipate paying cash dividendsin the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after takinginto account various factors, including, but not limited to, our financial condition, operating results, cash needs, growth plansand the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on ourCommon Stock may be limited by Nevada state law or any financial covenants to which we are bound by our debt obligations. Accordingly,investors must rely on sales of their Common Stock or Warrants after price appreciation, which may never occur, as the only wayto realize a return on their investment. Investors seeking cash dividends should not purchase our Common Stock.

Claims for indemnificationby our directors and officers may reduce our available funds to satisfy successful stockholder claims against us and may reducethe amount of money available to us.

As permitted by Section78.7502 of Chapter 78 of the Nevada Revised Statutes (the “NRS”), our amended and restated articles of incorporationlimit the liability of our directors to the fullest extent permitted by law. In addition, as permitted by Section 78.7502 of theNRS, our amended and restated articles of incorporation and amended and restated bylaws provide that we shall indemnify, to thefullest extent authorized by the NRS, any person who is involved in any litigation or other proceeding because such person is orwas a director or officer of ours or is or was serving as an officer or director of another entity at our request, against allexpense, loss, or liability reasonably incurred or suffered in connection therewith. Our amended and restated articles of incorporationprovide that indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its finaldisposition; provided, however, that such advance payment will only be made upon delivery to us of an undertaking, by or on behalfof the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitledto indemnification.

Section 78.7502 ofthe NRS permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened,pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigate, except an action byor in the right of us, by reason of the fact that the person is or was a director, officer, employee, or agent of ours, or is orwas serving at our request as a director, officer, employee, or agent of another company, partnership, joint venture, trust, orother enterprise, against expenses, including attorneys’ fees, judgment, fines, and amounts paid in settlement actually andreasonably incurred by the person in connection with the action, suit, or proceeding if the person is not liable under Section78.138 of the NRS, or acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the bestinterests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conductwas unlawful.

The above limitationson liability and our indemnification obligations limit the personal liability of our directors and officers for monetary damagesfor breach of their fiduciary duty as directors by shifting the burden of such losses and expenses to us. Certain liabilities orexpenses covered by our indemnification obligations may not be covered by our directors and officers insurance policy or the coveragelimitation amounts may be exceeded. As a result, we may need to use a significant amount of our funds to satisfy our indemnificationobligations, which could severely harm our business and financial condition and limit the funds available to stockholders who maychoose to bring a claim against us.

Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuantto provisions of Nevada law, the Company has been informed that, in the opinion of the Commission, such indemnification is againstpublic policy as expressed in that Act and is, therefore, unenforceable.

Anti-takeoverprovisions in our amended and restated articles of incorporation and bylaws, as well as provisions in Nevada law, might discourage,delay or prevent a change of control of our Company or changes in our management and, therefore, depress the trading price of oursecurities.

Our amended and restatedarticles of incorporation, bylaws and Nevada law contain provisions that could have the effect of rendering more difficult or discouragingan acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

These provisions, aloneor together, could delay hostile takeovers and changes in control or changes in our management.

As a Nevada corporation,we are also subject to provisions of Nevada corporate law, including NRS Section 78.411, et seq. , which prohibitsa publicly-held Nevada corporation from engaging in a business combination with an interested stockholder, generally a person whotogether with its affiliates owns, or within the last two years has owned, 10% of our voting stock, for a period of three yearsafter the date of the transaction in which the person became an interested stockholder, unless the business combination is approvedin a prescribed manner.

The existence of theforegoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future forshares of our Common Stock. They could also deter potential acquirers of our Company, thereby reducing the likelihood that ourstockholders could receive a premium for their Common Stock in an acquisition.

You should consultyour own independent tax advisor regarding any tax matters arising with respect to the securities offered in connection with thisOffering.

Participation in thisOffering could result in various tax-related consequences for investors. All prospective purchasers of our Units are advised toconsult their own independent tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences relevant to thepurchase, ownership and disposition of the resold securities in their particular situations.

IRS CIRCULAR 230 DISCLOSURE: TO ENSURECOMPLIANCE WITH REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, WE INFORM YOU THAT ANY U.S. TAX ADVICE CONTAINED HEREIN (INCLUDINGANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE INTERNALREVENUE CODE. IN ADDITION, ANY U.S. TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS WRITTEN TO SUPPORT THE “PROMOTIONOR MARKETING” OF THE MATTER(S) ADDRESSED HEREIN. YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM YOUROWN INDEPENDENT TAX ADVISOR. YOU SHOULD NOTE THAT NONE OF THE INFORMATION RELATING TO TAX CONSEQUENCES IS MEANT TO BE “TAXADVICE” FROM THE COMPANY.

IN ADDITION TO THE ABOVE RISKS, BUSINESSESARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS PROSPECTUS, POTENTIAL INVESTORS SHOULDKEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’SSECURITIES.

USE OF PROCEEDS

We estimate that thenet proceeds to us from the sale of the Units offered by us will be approximately $12,800,000 million based on an assumed initialpublic offering price of $10.00 per unit (the midpoint of the price range set forth on the cover page of this prospectus)and after deducting estimated underwriting discounts and commissions and estimated offering expenses. If the underwriters’option to purchase additional shares of Common Stock (but not Warrants) in this Offering is exercised in full, we estimate thatour net proceeds will be approximately $14.9 million. A $1.00 increase in the assumed initial public offering price of $10.00per Unit would increase the net proceeds to us from this Offering by $1.4 million, assuming the number of Units offered by us,as indicated on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts andcommissions and estimated offering expenses payable by us. A $1.00 decrease in the assumed initial public offering price of $10.00per Unit would decrease the net proceeds to us from this Offering by $1.4 million, assuming the number of Units offered by us,as indicated on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts andcommissions and estimated offering expenses payable by us.

We intend to use thenet proceeds we receive from this Offering for general corporate purposes, which may include financing our growth by engaging moreagents at a faster pace (10%), developing new services (10%), funding capital expenditures (20%), acquisitions of a controllinginterest in a number of our franchisees (10%), the acquisition of other independent real estate brokerages, title insurance agencies,mortgage brokers and other complementary businesses (30%), and the purchase and acquisition of proprietary technology (20%).

We have signed purchaseagreements with six of our franchisees to acquire a majority or a one hundred percent interest in their real estate brokerage businessesimmediately after the closing of this Offering on terms as follows:

⁽¹⁾ The stock considerationwill be paid in unregistered, “restricted” shares of Company Common Stock valued at the initial public offering price.

Each of the sellersof the above franchisees have signed: (i) a Leak Out Agreement pursuant to which the sellers have agreed not to sell the sharesof Common Stock received in the buyout transaction until the 181^st day after the closing date of this Offering, andfor the period ending one year from that date, to sell only one-twelfth of the shares received per calendar month, subject to applicablesecurities laws as such shares are “restricted securities” under the Securities Act; (ii) a Proxy Agreement which grantsto Mr. Joseph La Rosa or his successor, in his capacity as the CEO, the seller’s irrevocable proxy to vote all of the sharesof Common Stock received by the sellers in the acquisition transaction; and (iii) an employment agreement to serve as the presidentof such company commencing immediately after the closing of the acquisition, reporting to Mr. Joseph La Rosa, with a salary thatcan be adjusted if that company’s net profitability changes by more than 5% in any one month. The sellers have agreed tocertain confidentiality, work product, non-competition, non-solicitation and non-disparagement terms.

This expected use ofthe net proceeds from this Offering represents our intentions based upon our current plans and prevailing business conditions,which could change in the future as such plans and conditions evolve. Predicting the costs to engage more agents, develop new services,and make acquisitions can be difficult, and the amounts and timing of our actual expenditures may vary significantly dependingon numerous factors, including the progress of our expansion, any agreements that we may enter into with third parties, and anyunforeseen cash needs. As a result, we will retain broad discretion over the allocation of the net proceeds from this Offeringand the actual use of the net proceeds could vary substantially from the estimated uses set forth above.

Pending the uses describedabove, we intend to invest the net proceeds of this Offering in short-term, interest-bearing, investment-grade securities suchas money market funds, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government. We cannotpredict whether the proceeds will yield a favorable return.

Based on our currentplans, we believe that our existing cash, together with the anticipated net proceeds from this Offering, will enable us to fundour operating expenses and capital expenditure requirements through 2023.

CAPITALIZATION

The following tablesets forth our cash and our capitalization as of December 31, 2021:

The following informationof our cash and capitalization following the completion of this Offering is illustrative only and will change based on the actualpublic offering price, the actual number of Units offered and other terms of this Offering determined at pricing. You should readthis table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”and our financial statements and the related notes appearing elsewhere in this prospectus.

The table above and discussion above assumes no exerciseof the Warrants offered and sold in this Offering as part of the Units. The number of shares of our Common Stock to be outstandingafter this Offering excludes:

Each $1.00 increasein the assumed initial public offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page ofthis prospectus) would increase the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital,total stockholders’ equity and total capitalization by approximately $1.4 million, assuming that the number of shares offeredby us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discountsand commissions and estimated offering expenses payable by us. Each $1.00 decrease in the assumed initial public offering priceof $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus) would decrease the pro formaas adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders’ equity and totalcapitalization by approximately $1.4 million, assuming that the number of shares offered by us, as set forth on the cover pageof this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offeringexpenses payable by us. Similarly, each increase of 100,000 Units in the number of Units offered by us at the assumed initial publicoffering price per share of $10.00 per Unit would increase the pro forma as adjusted amount of each of cash and cash equivalents,additional paid in capital, total stockholders’ equity and total capitalization by approximately $900,000. Each decreaseof 100,000 Units in the number of Units offered by us at the assumed initial public offering price per share of $10.00 perUnit would decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders’equity and total capitalization by approximately $900,000.

The share and per shareamounts for all periods set forth in this prospectus reflect the completion of the Reverse Stock Split, which was effected on March21, 2022.The number of shares of our Common Stock outstanding in the table above excludes 2,500,000 shares of Common Stock availablefor future issuance under our 2022 Equity Incentive Plan as of the date of this prospectus.

DILUTION

If you invest in ourUnits in this Offering, your interest in our Common Stock will be diluted to the extent of the difference between the initial publicoffering price per share of our Common Stock and the pro forma as adjusted net tangible book value per share of our Common Stockafter this Offering. We calculate net tangible book value per share by dividing the net tangible book value (tangible assets lesstotal liabilities) by the number of outstanding shares of our Common Stock.

Our historical nettangible book value (deficit) as of December 31, 2021 was ($1,860,430) or ($0.62) per share of Common Stock, based on 3,000,000shares of our Common Stock outstanding.

After giving effectto (1) our sale of 1,500,000 shares of our Common Stock by us in this Unit Offering at an assumed initial public offering priceof $9.99 per share (the midpoint of the price range set forth on the cover page of this prospectus less $0.01), less the estimatedunderwriting discounts and commissions and the estimated offering expenses, and (2) the mandatory conversion of convertible notesand accrued interest in the amount of $391,824, net of unamortized discount of $127,350 and the elimination of the derivative liabilityof $141,672 due to the embedded conversion feature of the convertible notes, our pro forma as adjusted net tangible book valueas of December 31, 2021, would be $11,473,066, or $2.55 per share. This represents an immediate increase in the pro forma as adjustednet tangible book value of $3.17 per share to existing stockholders and an immediate dilution of $7.45 per share to investors purchasingshares in this Offering.

The following tableillustrates this per share dilution ⁽¹⁾:

The share and per share amounts for allperiods reflect the completion of the 10 for 1 Reverse Stock Split, which was effected on March 21, 2022.

If the underwritersexercise their option in full, the pro forma as adjusted net tangible book value per share as of December 31, 2021 after givingeffect to this Offering would be $2.87 per share, and the dilution in net tangible book value per share to investors in this Offeringwould be $7.13 per share.

The following tableshows, as of December 31, 2021, the difference between the number of shares of Common Stock purchased from us (as a part of theUnits in the public offering), the total consideration paid to us and the average price paid per share by existing stockholdersand by investors purchasing shares of our Common Stock as part of the Units in this Offering:

Assuming the underwriters’option is exercised in full, sales by us in this Offering will reduce the percentage of shares held by existing stockholders to[*]% and will increase the number of shares held by new investors to [*], or [*]%.

Each $1.00 increase(decrease) in the assumed public offering price per Unit would increase (decrease) the pro forma as adjusted net tangible bookvalue by $0.31 per share (assuming no exercise of the underwriters’ option to purchase additional shares) and the net tangiblebook value dilution to investors in this Offering by $0.69 per share, assuming the number of shares offered by us, as set forthon the cover page of this prospectus, remains the same.

DIVIDEND POLICY

We have not paid anycash dividends on our Common Stock to date, and our board of directors intends to continue a policy of retaining earnings, if any,for use in our operations. We are organized under the Nevada Revised Statutes, which prohibits the payment of a dividend if, aftergiving it effect, we would not be able to pay our debts as they become due in the usual course of business or our total assetswould be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved, to satisfythe preferential rights upon dissolution of any preferred stockholders. Any determination by our board to pay dividends in thefuture to stockholders will be dependent upon our operational results, financial condition, capital requirements, business projections,general business conditions, any debt related financial covenants, statutory and regulatory restrictions and any other factorsdeemed appropriate by our board.

MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Prior to this Offering,our Common Stock has not been listed on any stock exchange or quoted on any over-the-counter market or quotation system and therehas been no public market for our Common Stock or our Warrants. We have applied to have our Common Stock listed on the Nasdaq CapitalMarket under the symbol “LRHC” and our Warrants listed under the symbol “[*]” which listing is a conditionto this Offering. For more information see the section “Risk Factors.”

As of April [*], 2022,3,000,000 shares of Common Stock are issued and outstanding and held by one stockholder of record.

We also have outstanding:

Securities Authorized for Issuance underEquity Incentive Plan

We intend to adoptthe 2022 Equity Incentive Plan (the “2022 Plan”), which will be effective the day prior to the listing of our CommonStock on Nasdaq. The 2022 Plan allows the compensation committee to make equity-based and cash-based incentive awards to our officers,employees, directors and other key persons (including consultants). The types of awards permitted under the Plan include nonqualifiedstock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares,performance units and other awards.

We have reserved 2,500,000shares of Common Stock issuable under the 2022 Plan as adjusted for the 10 for 1 Reverse Stock Split on March 21, 2022. This numberis subject to adjustment in the event of a sub-division, consolidation, share dividend or other change in our capitalization.

The board of directorshas the power to amend, suspend or terminate the 2022 Plan without stockholder approval or ratification at any time or from timeto time. No change may be made that increases the total number of shares of our Common Stock reserved for issuance pursuant toincentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless suchchange is authorized by our stockholders within one year.

The shares underlyingany awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or taxwithholding, reacquired by us prior to vesting, satisfied without any issuance of shares, expire or are otherwise terminated (otherthan by exercise) under the 2022 Plan will be added back to the shares available for issuance under the 2022 Plan.

The board of directorshas the power to amend, suspend or terminate the Plan without stockholder approval or ratification at any time or from time totime. No change may be made that increases the total number of shares of our Common Stock reserved for issuance pursuant to incentiveawards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such changeis authorized by our stockholders within one year.

MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysisof our financial condition and results of operations should be read in conjunction with our “Selected Consolidated FinancialData” and our consolidated financial statements, the accompanying notes, and other financial information included elsewherein this prospectus. The share and per share amounts for all periods reflect the completion of the Reverse Stock Split, which waseffected on March 21, 2022. This discussion contains forward-looking statements that involve risks and uncertainties, such as ourplans, estimates, and beliefs. Our actual results could differ materially from those forward-looking statements below. Factorsthat could cause or contribute to those differences include, but are not limited to, those identified below and those discussedunder “Risk Factors” included elsewhere in this prospectus.

Overview

We are the holdingcompany for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies. Our primary business,La Rosa Realty, LLC, has been listed in the “Top 75 Residential Real Estate Firms in the United States” from 2016 through2020 by the National Association of Realtors, the leading real estate industry trade association in the United States.

In addition to providingperson-to-person residential and commercial real estate brokerage services to the public, we cross sell ancillary technology-basedproducts and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organizedbased on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage,franchising, real estate brokerage education and coaching, and property management. Our real estate brokerage business operatesprimarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realtywhich we license. We have five La Rosa Realty corporate real estate brokerage offices located in Florida, 28 La Rosa Realty franchisedreal estate brokerage offices in six states in the United States and Puerto Rico, and an international La Rosa Realty franchisedoffice in Peru. Our real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380licensed real estate brokers and sales associates.

La Rosa Holdings Corp.was organized in June 2021 by its founder, Mr. Joseph La Rosa, to become the holding company for five Florida limited liabilitycompanies in which Mr. La Rosa held a one hundred percent ownership interest: (i) La Rosa Coaching, LLC; (ii) La Rosa CRE, LLC;(iii) La Rosa Franchising, LLC; (iv) La Rosa Property Management, LLC; and (v) La Rosa Realty, LLC. The LLCs became direct, wholly-ownedsubsidiaries of the Company as a result of the closing of the Reorganization Agreement and Plan of Share Exchange, dated July 22,2021, a copy of which is included as an exhibit to the registration statement of which this prospectus is a part.

As part of the reorganization,we amended and restated our Articles of Incorporation on July 29, 2021 such that: (i) we increased our total authorized capitalstock to 300,000,000 shares, of which 50,000,000 shares were designated preferred stock and 250,000,000 shares were designatedcommon stock; and (ii) authorized 2,000 shares of Series X Super Voting Preferred Stock that has 10,000 votes per share and votestogether as a class with our Common Stock. We issued 3,000,000 shares of our Common Stock and all 2,000 shares of the Series XSuper Voting Preferred Stock were issued to Mr. La Rosa in consideration of his past services to the combined entities. We referto this reorganization as the Exchange Transactions. The Exchange Transactions did not affect our operations, which we continueto conduct through our operating subsidiaries.

Prior to and throughthe date of the Exchange Transactions, Mr. La Rosa was the majority member in each of the LLCs. Therefore, the Exchange Transactionshave been accounted for as acquisitions under common control and due to the similar nature of the entities, business, the financialstatements for the years ended December 31, 2021 and 2020 have been presented on a consolidated basis.

Description of Our Revenues

Our financial resultsare driven by the total number of sales agents in our Company, the number of sales agents closing commercial real estate transactions,the number of sales agents utilizing our coaching services, and the number of agents who work with our franchisees. We grew ourtotal agent count from our founding in 2004 to approximately 2,380 agents as of the date of this prospectus.

The majority of ourrevenue is derived from a stable set of fees paid by our brokers, franchisees and consumers. We have multiple revenue streams,with the majority of our revenue derived from commissions paid by consumers who transact business with our and our franchisee’sagents, royalties paid by our franchisees, dues and technology fees paid by our sales agents, our franchisees and our franchisees’agents. Our major revenue streams come from such sources as: (i) residential real estate brokerage revenue, (ii) revenue from ourproperty management services, (iii) franchise royalty fees, (iv) fees from the sale or renewal of franchises and other franchiserevenue, (v) coaching, training and assistance fees, (vi) brokerage revenue generated transactionally on commercial real estate,and (vii) fees from our events and forums.

Our major revenue streamsare illustrated in the following table:

*Less than 1% 

Various factors affectedour results for the periods presented in this “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations.” The majority of our revenue is derived from fees and dues based on the number of agents working under theLa Rosa Realty brand. Due to the low fixed cost structure of both our Company and franchise models, the addition of new sales agentsgenerally requires little incremental investment in capital or infrastructure. Accordingly, the number of commission producingsales agents in our Company and our franchisees is the most important factor affecting our results of operations and the additionof new agents can favorably impact our revenue and our earnings before interest, taxes, depreciation and amortization (“EBITDA”).Historically, the number of agents in the residential real estate industry has been highly correlated with overall home sale transactionactivity. We believe that the number of agents and those that produce commissions in our network is the primary statistic thatdrives our revenue. Another major factor is the cyclicality of the real estate industry that has peaks and valleys depending onmacroeconomic conditions that we cannot control. And finally, our revenues fluctuate based on the changes in the aggregate feerevenue per sales agent as a significant portion of our revenue is tied to various fees that are ultimately tied to the numberof agents, including annual dues, continuing franchise fees and certain transaction or service based fees. Our revenue per agentalso increases in other ways including when transaction sides and transaction sizes increase since a portion of our revenue comesfrom fees tied to the number and size of real estate transactions closed by our agents. Given the low fixed cost structure of ourfranchise model, modest increases in revenue per sales agent can have a significant impact on our profitability. Our annual feerevenue per sales agent was $100 for the years ended December 31, 2021 and 2020.

Description of Our Expenses

Operating Expenses

Operating expensesinclude cost of revenue, selling, operating and administrative expenses, depreciation and amortization and the gains and losseson sales of assets. Set forth below is a brief discussion of some of the key operating expenses that impact our results of operations:

In connection withthe completion of this Offering, we may recognize certain compensation expenses including compensation expense of approximately$420,000 related the granting of vested restricted stock units with respect to 42,209 shares of our Common Stock to our seniorexecutive officers, as described in “Executive Compensation—Equity Grants in Conjunction with this Offering”.In addition, we expect to grant restricted stock units representing shares of our Common Stock to our employees and directors inconnection with the completion of this Offering under our 2022 Equity Incentive Plan and will incur a charge of $214,000 relatedto stock-based compensation for the remainder of 2022. We will incur additional charges in the future related to additional equitygrants under our 2022 Equity Incentive Plan. We also expect our selling, operating and administrative expenses to increase in thenear-term as we add additional personnel and incur additional expenses that we did not incur as a private company, including costsrelated to becoming a public company and compliance with related governance and disclosure requirements.

More specifically,we expect our selling, operating and administrative expenses to increase related to obligations associated with becoming a publiccompany including compliance with the Sarbanes-Oxley Act, as well as legal, accounting, tax and other expenses that we did notincur as a private company.

Other Income(Expenses), Net

Other income (expenses),net include interest expense, interest income, foreign currency transactions gains and losses, losses on the early extinguishmentof debt and change in fair value of derivatives.

Off-Balance SheetArrangements

We have no off-balancesheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes infinancial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical AccountingPolicies

The following discussionrelates to critical accounting policies for our Company. The preparation of financial statements in conformity with generally acceptedaccounting principles (“GAAP”) requires our management to make assumptions, estimates and judgments that affect theamounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identifiedcertain accounting policies that are significant to the preparation of our financial statements. These accounting policies areimportant for an understanding of our financial condition and results of operation. Critical accounting policies are those thatare most important to the portrayal of our financial condition and results of operations and require management’s difficult,subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherentlyuncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significanceto financial statements and because of the possibility that future events affecting the estimate may differ significantly frommanagement’s current judgments. We believe the following critical accounting policies involve the most significant estimatesand judgments used in the preparation of our financial statements:

Revenue Recognition

The Company appliesthe provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)606, Revenue from Contracts with Customers (“ASC 606”). The Company measures revenue within the scope of ASC 606 byapplying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in thecontract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract;and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assessesthe goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performanceobligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount ofthe transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.The application of these five steps necessitates the development of assumptions that require judgment.

The Company recordsrevenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligationsin the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or serviceto the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenuewhen or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customerobtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchangefor those goods or services.

Real Estate BrokerageServices (Residential)

The Company servesas a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. Revenuefrom real estate brokerage services (residential) mainly consists of commissions generated from real estate brokerage services.The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. TheCompany provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently,the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closingof a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independentcontractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitledto receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property'sselling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company providesservices to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the salesprice multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company representsboth the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue containsa single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transactionprice is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing thesale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction.The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission forunsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services(residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools andcompliance services. The annual and monthly dues are recognized each month as services are provided.

Franchising Services

The Company's franchiseagreements offer the following benefits to the franchisee: common use and promotion of the La Rosa Realty trademark; distinctivesales and promotional materials; access to technology and training; and recommended procedures for operation of La Rosa Realtyfranchises. The Company concluded that these benefits are highly related and part of one performance obligation for each franchiseagreement, a license of symbolic intellectual property that is billed through a variety of fees including (i) initial franchisefees, (ii) annual dues and (iii) royalty fees. Initial franchise fees consist of a fixed fee payable upon signing the franchiseagreement. Annual dues are calculated at a fixed fee per agent (prorated for any partial year) payable annually before the 10thday of January or within 10 days after each agent commences their association with the franchise. Royalty fees are calculated asthe greater of;(a) fixed percentage of gross commission income for the period which is made up of all commissions, transactionfees, property management fees, and monthly fees collected or receivable by the franchisee and the franchisee's independent salesassociates, agents, representatives, contractors, employees, partners, directors, officers, owners, or affiliates, regardless ofwhether or not such individuals or affiliates are entitled to retain all or part of such gross commission income, or (b) a fixedmonthly fee. Royalty fees are payable monthly on or before the 10th of each month.

Coaching Services

The Company providesmandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized basedon 10% of the commission earned on these transactions payable upon the closing of the transaction. Coaches also provide optionalspecial education services throughout the year to agents. Revenue is recognized as each event occurs.

Property Management

We provide propertymanagement services on a contractual basis for owners of and investors in office, industrial and retail properties. These servicesinclude managing daily operations of the property, tenant background screening, overseeing the tenant application process, andaccounting services. We are compensated for our services through a flat monthly management fee. We are also sometimes reimbursedfor our repair costs directly attributable to the properties under management. These costs are not included in the transactionprice as the customer is the party receiving these services. Property management services represent a series of distinct dailyservices rendered over time. Consistent with the transfer of control for distinct, daily services to the customer, revenue is recognizedat the end of each period for the fees associated with the services performed. The amount of revenue recognized is presented grossfor any services provided by our employees, as we control them. We generally do not control third-party services delivered to propertymanagement clients. As such, we generally report revenues net of third-party reimbursements.

The amount of revenuerecognized is presented gross for any services provided by our employees, as we control them. This is evidenced by our obligationfor their performance and our ability to direct and redirect their work, as well as negotiate the value of such services. The amountof revenue recognized related to certain project management arrangements is presented gross (with offsetting expense recorded incost of revenue) for reimbursements of costs of third-party services because we control those services that are delivered to theclient. In the instances where we do not control third-party services delivered to the client, we report revenues net of the third-partyreimbursements.

Real EstateBrokerage Services (Commercial)

The Company servesas a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. Thisportion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligatedto provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itselfand controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is definedas the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Companyhas concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of itsobligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction priceis calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Companymay provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller ina transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by thecommission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer andthe seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performanceobligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned.The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of propertyat the time of closing. The Company receives payment upon close of property within days of the closing of a transaction at a rateof 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfiedand is not owed any commission for unsuccessful transactions, even if services have been provided. The Company also charges customersa fixed monthly membership fee.

Recently Issued Accounting PronouncementsNot Yet Adopted

In February 2016, theFASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognizeleases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”)model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longerthan 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification ofexpense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2021.The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statementsand intends to adopt the standard on January 1, 2022.

In June 2016, the FASBissued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments,entities will be required to use a new forward looking “expected loss” model that generally will result in the earlierrecognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowancesand credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022.The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statementsand intends to adopt the standard on January 1, 2023.

In December 2019, theFASB issued ASU 201912, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which modifies ASC 740 to reducecomplexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currentlyassessing the impact of ASU 2019-12, but it is not expected to have a material impact on the Company’s consolidated financialstatements.

In January 2021 theFASB issued ASU 2021-02, Franchisors — Revenue from Contracts with Customers (Subtopic 952-606). This ASU modifies the guidanceapplicable to franchisors under the revenue recognition standards by adding a practical expedient that allows non-public businessentity franchisors to account for pre-opening services provided to a franchisee as a distinct performance obligation that is separatefrom the franchise license. To qualify for the new practical expedient, the pre-opening services need to be consistent with thepredefined list within the standards. The ASU also allows franchisors the ability to recognize the pre-opening services as a singleperformance obligation. ASU 2021-02 is effective for the Company for interim and annual reporting periods beginning after December15, 2020 with early adoption permitted under certain conditions. The Company is currently assessing the impact of ASU 2021-02,but it is not expected to have a material impact on the Company’s consolidated financial statements.

JOBS Act Transition Period

Section 107 ofthe JOBS Act, which was enacted in April 2012, provides that an “emerging growth company” can take advantage of theextended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accountingstandards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards wouldotherwise apply to private companies. We have elected to avail ourself of the extended transition period which means that whena standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growthcompany, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparisonof our financial statements with another public company which is neither an emerging growth company nor an emerging growth companywhich has opted out of using the extended transition period difficult or impossible because of the potential differences in accountantstandards used.

We are in the processof evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certainconditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation, from the requirementsof:  (i) providing an auditor’s attestation report on our system of internal controls over financial reportingpursuant to Section 404(b) of the Sarbanes-Oxley Act; and (ii) complying with any requirement that may be adopted by the PublicCompany Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providingadditional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remainan emerging growth company until the earlier to occur of : (1) the last day of the fiscal year (a) following thefifth anniversary of the effectiveness of this registration statement, (b) in which we have total annual gross revenues ofat least $1.07 billion, or (c) in which we are deemed to be a “large accelerated filer” under the rules ofthe SEC, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the priorDecember 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the priorthree-year period.

Results of Operations

Fiscal year ended December 31, 2021 compared to the fiscalyear ended December 31, 2020

Our statements of operationsfor the year ended December 31, 2021 and 2020 as discussed herein are presented below.

Revenue

Revenues totaled $29million and $24 million for the years ended December 31, 2021 and 2020, respectively. The following table details our revenue byoperating segment:

Revenue

Real Estate Brokerage Services (Residential)

Revenue from residentialreal estate services increased $3.7 million (24%) from $15.7 million in 2020 to $19.4 million in 2021. Thisincrease was primarily attributable to an increase in transaction volume and to an increase in average revenue per transactiondue to rising home prices. During the year ended December 31, 2021, transaction volume increased by 42% to approximately 11,372transactions compared to approximately 9,424 transactions for the year ended December 31, 2020. Our transaction volume increasedprimarily due to the organic growth in the number of agents contracted with us in 2021. During the year ended December 31, 2021,average revenue per transaction increased by 36% to $75,142,203 from $55,364,797 during the year ended December 31, 2020.

Franchising Services

Revenue from franchisingincreased $0.2 million (23%) from $0.9 million in 2020 to $1.1 million in 2021. Our franchisees saw a similar increase in volumeand increase in transaction prices related to the same market conditions in our residential services. Our franchise charges aredirectly related to franchise income, number of agents as well as other price and volume related fees.

Coaching Services

Revenue from coachingincreased $0.3 million (71%) from $0.5 million in 2020 to $0.8 million in 2021. The increase was primarily the result of the favorablemarket conditions, number of new agents and fees charged for Company-wide training to enhance core competencies. Coaching incomeis transactional based and as a result of increased transactions post pandemic and increased sales volume, Coaching income (whichis commission based) also increased.

Property Management

Revenue from propertymanagement increased $0.4 million (5%) from $7.0 million in 2020 to $7.4 million in 2021. The primary drivers in the increase wasan increase in rents consistent with the national average and a proportional increase in commissions and management fees.

Real Estate Brokerage Services (Commercial)

Revenue from commercialreal estate increased $0.04 million (37%) from $0.1 million in 2020 to $0.14 million in 2021. Commercial real estate has historicallynot been a segment in which the Company has significant operations though it saw higher volume and increased agent licensing.

Cost of revenue

Cost of Sales totaled$25 million and $21 million for the years ended December 31, 2021 and 2020, respectively. The following table details our majorcategories of expenses:

Costs related to residentialreal estate brokerage services increased $3.7 million (26%) from $14.2 million in 2020 to $17.9 million in 2021. The costs areproportional to the increase in sales for the same segment due to the increase in payments made to agents for commissions. Similarly,costs related to coaching increased $0.2 million (73%) from $0.2 million in 2020 to $0.4 million in 2021. The increase is attributableto the increase in new agents and commissions resulting from the increase in transaction volume. Property management revenue increased$0.03 million (5%) from $6.7 million to $7.0 million. The increase is directly proportionate to the increase in revenue and resultsprimarily from higher commissions. The Company does not have significant costs related to its franchising and commercial real estatesegments. These costs, other than commissions, are considered immaterial to the segment and are absorbed by the residential segment.

Selling, general and administrative

Selling, general andadministrative expenses totaled $3.5 million and $3.0 million for the years ended December 31, 2021 and 2020, respectively. Thefollowing table summarizes the changes in our selling, general and administrative expenses:

Though headcount remainedconsistent, payroll and benefits increased primarily due to raises and increased health insurance costs. Rent and occupancy decreasedas a result of the Company closing several corporate owned offices that were considered unnecessary in an effort to improve theefficiency of our corporate spending. Professional fees increased due to legal, consulting and accounting costs related to theCompany’s efforts to file a registration statement for an initial public offering. Office expenses, technology and salesand marketing expenses remained largely unchanged as there was no significant change in corporate spending in these areas.

Income from operations

Income from operationswas $63 thousand for the years ended December 31, 2021, as compared to $128 thousand for the year ended December 31, 2020.

Other income (expense)

Other income (expense)was $35 thousand for the year ended December 31, 2021, as compared to $7 thousand for the year ended December 31, 2020. The decreaseis primarily the result of debt forgiveness of $271 thousand and a favorable change in the fair market value of derivatives of$32 thousand offset by in increase interest of $23 thousand from additional debt incurred during the year, $95 thousand of amortizationof debt discounts and our corporate tax provision of $150 thousand in 2021. Other income from 2020 included $5 thousand of interestnet of $12 thousand in other income.

Net income

As a result of theforegoing, net income was $98 thousand for the year ended December 31, 2021, as compared to $134 thousand for the year ended December31, 2020.

Liquidity and Capital Resources

On December 31, 2021and December 31, 2020, we had cash of $0.53 million and $0.18 million, respectively, available to fund our ongoing business activities.Additional information concerning our financial condition and results of operations is provided in the financial statements presentedin this prospectus.

This Offering isexpected to generate net proceeds of approximately $12.8 million. We intend to use such proceeds as described in the sectionof this prospectus titled “Use of Proceeds.”

We believe that thenet proceeds from this Offering combined with its existing cash resources, will be sufficient to fund our projected operating requirementsfor at least 12 months subsequent to the closing of this Offering. We anticipate that our expenses will increase substantiallyas we:

If needed, we may financefuture cash needs through public or private equity offerings, debt financings or corporate collaborations and licensing arrangements.Additional funds may not be available when we need them on terms that are acceptable to us, or at all. To the extent that we raiseadditional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available,may involve restrictive covenants. To the extent that we raise additional funds through collaborations and licensing arrangements,it may be necessary to relinquish some rights to our technologies or applications or grant licenses on terms that may not be favorableto us. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have animmediate need for additional capital at that time. Management believes that our current cash reserves are sufficient for operationsfor at least 12 months from the date of the filing of the registration statement of which this prospectus is a part.

Cash Flows

Operating Activities

During the year endedDecember 31, 2021, the Company provided cash of $0.4 million in operating activities, which was primarily attributable toan increase in accounts payable, accrued expenses, landlord deposits and income taxes payable totaling $1.1 million plus our netincome of $0.1 million reduced by debt forgiveness, change in fair market value of derivative and increases in accounts receivableand prepaid expenses of $0.8 million.

During the year endedDecember 31, 2020, the Company used cash of $0.3 million in operating activities which was primarily attributable to thereceipt of landlord deposits of $0.7 million plus our net income of $0.1 million reduced by payments of accounts payable and accruedexpenses totaling $0.5 million.

Financing Activities

During the year endedDecember 31, 2021, the Company provided cash of $0.1 million from financing activities, primarily the result of net proceeds fromconvertible debt and notes payable totaling $0.7 million reduced by distribution payments of $0.6 million.

During the year endedDecember 31, 2020, the Company was provided cash of $0.2 million from financing activities, primarily the result of net debt proceeds,line of credit borrowings and related party advances totaling $0.8 million reduced by distribution payments of $0.6 million.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Introduction to Unaudited Pro Forma Condensed Financial Information

The following unauditedpro forma condensed combined financial statements of La Rosa Holdings Corp. gives effect to the following planned transactions(the “Transactions”):

The following unauditedpro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro FormaFinancial Information, herein referred to as Article 11, and are being provided pursuant to Rule 3-05 of Regulation S-X becausethe proposed transactions constitute probable significant acquisitions that have not yet been consummated.

Initial Public Offering of Company Units

In July 2021, we enteredinto an engagement agreement with Maxim Group LLC, related to the offering of an assumed 1,500,000 Units, with each Unit consistingof one share of our Common Stock and one Warrant to purchase one share of our Common Stock at an assumed public offering priceof $10.00 per Unit (the midpoint of the price range of the Units offered hereby). The Units are expected to be offered and soldby us pursuant to a registration statement on Form S-1, as amended, which was filed with the Securities and Exchange Commissionand is yet to be declared effective. We expect to receive net proceeds of approximately $13.5 million from the sale of the assumednumber of Units at the assumed offering price per Unit. The pro forma information assumes no exercise by the underwriters of theoption to purchase up to an additional 15% of the number of Units sold in the Offering

Additionally, in connectionwith the initial public offering all of our convertible debt is expected to be converted into shares of our Common Stock at theper Unit offering price. The offering takes into account the prior a Reverse Stock Split of our Common Stock on a 10 for 1 basispursuant to which every 10 shares of outstanding Common Stock was decreased to 1 share as of March 21, 2022.

CW Acquisition

On January 7, 2022,the Company and CW entered into a Membership Interest Purchase Agreement, whereby we agreed to acquire 100% of the membership interestsin CW in exchange for $100,000 and $2,300,000 in shares of our Common Stock. The number of shares to be issued will be equal tothe quotient of $2,300,000 divided by the initial public offering price of the Units in the underwritten initial public offering.The closing of the CW acquisition is expected to occur within five days after the closing of this Offering

North Florida Acquisition

On January 11, 2022,the Company and North Florida entered into a Membership Interest Purchase Agreement, whereby we agreed to acquire 100% of the membershipinterests in North Florida in exchange for $300,000 and $1,528,107 in shares of our Common Stock. The number of shares to be issuedwill be equal to the quotient of $1,528,107 divided by the initial public offering price of the Units in the underwritten initialpublic offering. The closing of the North Florida acquisition is expected to occur within five days after the closing of this Offering.

Elite Acquisition

On January 5, 2022,the Company and Elite entered into a Membership Interest Purchase Agreement, whereby we agreed to acquire 51% of the membershipinterests in Elite in exchange for $1,237,969 in shares of our Common Stock. The number of shares to be issued will be equal tothe quotient of $1,237,969 divided by the initial public offering price of the Units in the underwritten initial public offering.The closing of the Elite acquisition is expected to occur within five days after the closing of this Offering.

Kissimmee Acquisition

On January 31, 2022,the Company and Kissimmee entered into a Membership Interest Purchase Agreement, whereby we agreed to acquire 51% of the membershipinterests in Kissimmee in exchange for $1,200,000 and $4,936,267 in shares of our Common Stock. The number of shares to be issuedwill be equal to the quotient of $4,936,267 divided by the initial public offering price of the Units in the underwritten initialpublic offering. The closing of the Kissimmee acquisition is expected to occur within five days after the closing of this Offering.

Lake Nona Acquisition

On January 10, 2022,the Company and Lake Nona entered into a Membership Interest Purchase Agreement, whereby we agreed to acquire 51% of the membershipinterests in Lake Nona in exchange for $3,349,987 in shares of our Common Stock. The number of shares issued will be equal to thequotient of $3,349,987 divided by the initial public offering price of the Units in the underwritten initial public offering. Theclosing of the Lake Nona acquisition is expected to occur within five days after the closing of this Offering.

Prestige Acquisition

On January 6, 2022,the Company and Prestige entered into a Membership Interest Purchase Agreement, whereby we agreed to acquire 51% of the membershipinterests in Prestige in exchange for $1,158,645 in shares of our Common Stock. The number of shares issued will be equal to thequotient of $1,158,645 divided by the initial public offering price of the Units in the underwritten initial public offering. Theclosing of the Prestige acquisition is expected to occur within five days after the closing of this Offering.

Pro forma Information

The following unauditedpro forma condensed combined financial information is based on the historical combined financial statements of the Company andthe historical financial statements of CW, North Florida, Elite, Kissimmee, Lake Nona and Prestige to reflect the planned acquisitionsof these entities by us and the expected effects of the initial public offering and related transactions described above. The transactionaccounting adjustments have been described below and within the notes to the unaudited pro forma condensed combined financial information.

The unaudited pro formacondensed combined balance sheet as of December 31, 2021 gives effect to the Transactions as if they have occurred on December31, 2021. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 gives effectto the Transactions as if they occurred on January 1, 2021. The historical information is based on La Rosa Holdings Corp.’saudited consolidated financial statements and the audited financial statements of CW, North Florida, Elite, Kissimmee, Lake Nonaand Prestige.

The unaudited pro formacondensed combined financial statements reflect management’s preliminary estimates of (i) net proceeds in the initial publicoffering, (ii) purchase price consideration and the fair values of tangible and intangible assets acquired and liabilities assumedin the acquisitions, with the remaining estimated purchase consideration recorded as goodwill, and (iii) fair value of the noncontrollinginterests.

The unaudited pro formacondensed combined financial information is for information purposes only and is not intended to represent or to be indicativeof the combined results of operations or financial position that the combined company would have reported had the planned acquisitionsand initial public offering completed as of the dates set forth in these unaudited pro forma condensed combined financial statements.

Considerations regarding Pro Forma FinancialInformation

The unaudited proforma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro formcondensed combined financial statements. The pro forma financial information has been prepared using, and should be read in conjunctionwith:

The above historicalfinancial statements are included in this prospectus. The pro forma financial information should also be read in junction withthe risk factors described in the section entitled “Risk Factors” elsewhere in this prospectus.

We have not finalizedthe purchase accounting for the acquisitions of CW, North Florida, Elite, Kissimmee, Lake Nona and Prestige. As such, the adjustmentsincluded in the pro forma financial information is preliminary and subject to change. The final fair value calculations and purchaseprice allocations, and associated amortization of acquired intangible assets and other effects, may be materially different thanthat reflected in the pro forma information presented herein. The actual results may differ significantly from those reflectedin the unaudited pro forma condensed combined financial information for a number of reasons, including, but not limited to, differencesbetween the assumptions used to prepare the unaudited pro forma condensed combined financial results and actual results.

The unaudited proforma condensed combined financial information is presented for informational purposes only and to aid you in your analysis ofthe financial aspects of the Transactions. The unaudited pro form condensed combined financial information described above hasbeen derived from the historical financial statements of La Rosa Holdings Corp. and the entities in the planned acquisitions andthe related notes included elsewhere in this filing. The unaudited pro forma condensed combined financial information is basedthe Company’s accounting policies. Further review may identify additional differences between the accounting policies ofthe Company and the planned acquisition entities. The unaudited pro forma transaction accounting adjustments and the pro formacondensed combined financial information do not reflect synergies or post combination management actions and are not necessarilyindicative of the financial position or results of operations that may have actually occurred had the Transactions taken placeon the dates noted, or of the Company’s future financial position or operating results.

La Rosa Holdings Corp.

Unaudited Pro Forma Condensed CombinedBalance Sheet

As of December 31, 2021