SEC Comment Letter 0000000000-23-000517 to La Rosa Holdings Corp. (LRHC)
La Rosa Holdings Corp.
Date: Jan. 18, 2023 · CIK: 0001879403 · Accession: 0000000000-23-000517
AI Filing Summary & Sentiment
File numbers found in text: 333-264372
Referenced dates: October 14, 2011
Letter
United States securities and exchange commission logo January 18, 2023 Joseph La Rosa Chief Executive Officer La Rosa Holdings Corp. 1420 Celebration Blvd. 2nd Floor Celebration, FL 34747 Re:La Rosa Holdings Corp. Amendment No. 5 to Registration Statement on Form S-1 Filed January 6, 2023 File No. 333-264372 Dear Joseph La Rosa: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Amendment No. 5 to Registration Statement on Form S-1 Exhibits 1.We note the statement in the legal opinion, filed as exhibit 5.1, that counsel expresses "no opinion herein as to the laws of any state or jurisdiction other than the federal laws of the United States of America, and, with respect to our opinion relating to the enforceability of the Warrants, the Option Warrants and the Representative’s Warrants, the laws of the State of New York." Please revise to reflect that counsel is not carving out the laws of Nevada in opining on the legality of the common stock and units. For guidance, see section II.B.3.b in Staff Legal Bulletin No. 19 (CF), dated October 14, 2011.
FirstName LastNameJoseph La Rosa Comapany NameLa Rosa Holdings Corp. January 18, 2023 Page 2 FirstName LastName Joseph La Rosa La Rosa Holdings Corp. January 18, 2023 Page 2 You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Ross David Carmel, Esq.
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United States securities and exchange commission logo
January 18, 2023
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd.
2nd Floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Amendment No. 5 to Registration Statement on Form S-1
Filed January 6, 2023
File No. 333-264372
Dear Joseph La Rosa:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 5 to Registration Statement on Form S-1
Exhibits
1.We note the statement in the legal opinion, filed as exhibit 5.1, that counsel expresses "no
opinion herein as to the laws of any state or jurisdiction other than the federal laws of the
United States of America, and, with respect to our opinion relating to the enforceability of
the Warrants, the Option Warrants and the Representative’s Warrants, the laws of the
State of New York." Please revise to reflect that counsel is not carving out the laws of
Nevada in opining on the legality of the common stock and units. For guidance, see
section II.B.3.b in Staff Legal Bulletin No. 19 (CF), dated October 14, 2011.
FirstName LastNameJoseph La Rosa
Comapany NameLa Rosa Holdings Corp.
January 18, 2023 Page 2
FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
January 18, 2023
Page 2
You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Ross David Carmel, Esq.