SEC Comment Letter 0000000000-24-007288 to La Rosa Holdings Corp. (LRHC)
La Rosa Holdings Corp.
Date: June 27, 2024 · CIK: 0001879403 · Accession: 0000000000-24-007288
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278901
Letter
United States securities and exchange commission logo June 27, 2024 Joseph La Rosa Chief Executive Officer and President La Rosa Holdings Corp. 1420 Celebration Blvd., 2nd Floor Celebration, FL 34747 Re:La Rosa Holdings Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed June 4, 2024 File No. 333-278901 Dear Joseph La Rosa: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our May 21, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 General 1.We acknowledge your response to our prior comment. Please tell us how you have determined to register up to 7,734,221 shares of common stock issuable upon conversion of the convertible promissory notes. In this regard, we note that the promissory note issued in February 2024 was in the face amount of $1,052,631.58 and that the promissory note issued in April 2024 was in the face amount of $1,316,000, each with a conversion price of $2.50. Plan of Distribution, page 22 2.We note your disclosure that the Selling Stockholder may sell their securities in transactions through broker-dealers, including ones where the broker-dealer agrees with the Selling Stockholder to sell a specified number of such securities at a stipulated price
FirstName LastNameJoseph La Rosa Comapany NameLa Rosa Holdings Corp. June 27, 2024 Page 2 FirstName LastName Joseph La Rosa La Rosa Holdings Corp. June 27, 2024 Page 2 per security. Please confirm your understanding that the retention by the Selling Stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K. Please contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Philip Magri
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United States securities and exchange commission logo
June 27, 2024
Joseph La Rosa
Chief Executive Officer and President
La Rosa Holdings Corp.
1420 Celebration Blvd., 2nd Floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 4, 2024
File No. 333-278901
Dear Joseph La Rosa:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 21, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We acknowledge your response to our prior comment. Please tell us how you have
determined to register up to 7,734,221 shares of common stock issuable upon conversion
of the convertible promissory notes. In this regard, we note that the promissory note
issued in February 2024 was in the face amount of $1,052,631.58 and that the promissory
note issued in April 2024 was in the face amount of $1,316,000, each with a conversion
price of $2.50.
Plan of Distribution, page 22
2.We note your disclosure that the Selling Stockholder may sell their securities in
transactions through broker-dealers, including ones where the broker-dealer agrees with
the Selling Stockholder to sell a specified number of such securities at a stipulated price
FirstName LastNameJoseph La Rosa
Comapany NameLa Rosa Holdings Corp.
June 27, 2024 Page 2
FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
June 27, 2024
Page 2
per security. Please confirm your understanding that the retention by the Selling
Stockholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Please contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Philip Magri