La Rosa Holdings Corp. Files S-1 with SEC

TL;DR

La Rosa Holdings Corp. just filed an S-1, get ready for potential market action.

AI Summary

La Rosa Holdings Corp. filed an S-1 registration statement with the SEC on June 11, 2024. The company, incorporated in Nevada and headquartered in Celebration, Florida, operates in the real estate agents and managers sector. This filing indicates a step towards a potential public offering or other securities-related event.

Why It Matters

This S-1 filing is a crucial step for La Rosa Holdings Corp., signaling its intent to engage with public markets, which could lead to new investment opportunities or significant corporate changes.

Risk Assessment

Risk Level: medium — S-1 filings are preliminary and indicate potential future events, making the immediate risk level moderate until more details emerge.

Key Numbers

• 333-280124 — SEC File Number (Identifies this specific registration statement)
• 241036578 — Film Number (Internal SEC processing number)

Key Players & Entities

• La Rosa Holdings Corp. (company) — Registrant
• Joseph La Rosa (person) — Chief Executive Officer and President
• Nevada (jurisdiction) — State of incorporation
• Celebration, FL (location) — Principal executive offices
• Sichenzia Ross Ference Carmel LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — ne share of our common stock, par value $0.0001 per share, and one warrant (“Comm
• $1.10 — at an assumed public offering price of $1.10 per Unit, based upon the last reported
• $1.21 — ate of issuance at an exercise price of $1.21 per share (110% of the assumed offering
• $0 — ld to the public in this offering minus $0.01, and the exercise price of each Pre-
• $0.01 — rant included in the Pre-Funded Unit is $0.01 per share. The Pre-Funded Warrants will

Filing Documents

• ea0206598-s1_larosa.htm (S-1) — 640KB
• ea020659801ex1-1_larosa.htm (EX-1.1) — 258KB
• ea020659801ex4-10_larosa.htm (EX-4.10) — 92KB
• ea020659801ex4-11_larosa.htm (EX-4.11) — 80KB
• ea020659801ex4-12_larosa.htm (EX-4.12) — 95KB
• ea020659801ex5-1_larosa.htm (EX-5.1) — 8KB
• ea020659801ex10-148_larosa.htm (EX-10.148) — 58KB
• ea020659801ex23-1_larosa.htm (EX-23.1) — 2KB
• ea020659801ex-fee_larosa.htm (EX-FILING FEES) — 20KB
• image_001.jpg (GRAPHIC) — 15KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-051778.txt ( ) — 1284KB

Underwriting

Underwriting discounts and commissions (1) $ $ $ Proceeds, before expenses, to us (2) $ $ $ (1) We have agreed to reimburse the underwriters for certain expenses. We will also issue a warrant to the representative of the underwriters to purchase up to five percent (5%) of the aggregate number of Units and Pre-Funded Units (if any) issued in this offering. See “ Underwriting ” for additional information regarding underwriting compensation. (2) Does not include proceeds to us from the exercise of the Common Warrants or Pre-Funded Warrants being issued in this offering. We have granted an option to the underwriters to purchase up to an additional 545,454 additional shares of common stock and/or 545,454 Common Warrants and/or 545,454 Pre-Funded Warrants exercisable for 45 days after the date of this prospectus to cover over-allotments, if any (the “Over-Allotment Option”). If the underwriter exercises the option in full, the total underwriting discounts and commissions will be $[], and the proceeds to us, before expenses, will be $[]. The underwriters expect to deliver the Units and Pre-Funded Units to investors on or about [], 2024. Sole Book-Running Manager Alexander Capital, L.P. The date of this prospectus is , 2024 TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS iii PROSPECTUS SUMMARY 1 THE OFFERING 9 RISK FACTORS 11 USE OF PROCEEDS 17

DILUTION

DILUTION 18 MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS 19 DESCRIPTION OF SECURITIES 20

UNDERWRITING

UNDERWRITING 32 SELLING RESTRICTIONS 36 EXPERTS 38 LEGAL MATTERS 38 WHERE YOU CAN FIND MORE INFORMATION 38 INFORMATION WE INCORPORATE BY REFERENCE 39 i ABOUT THIS PROSPECTUS We have not, and the underwriters have not, authorized anyone to provide you with information that is different from that contained in this prospectus or any free writing prospectus we may authorize to be delivered or made available to you. In making a decision about whether to invest in our securities, you should not rely upon any information other than the information contained in or incorporated by reference in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful. For investors outside the United States: We have not, and the underwriters have not, taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United relating to, the offering of the securities covered hereby and the distribution of this prospectus outside the United States. Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity, and market share, is based on information from our own management estimates and research, as well as from industr

View Full Filing

View this S-1 filing on SEC EDGAR