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UPLOAD Filing

La Rosa Holdings Corp.
Date: June 30, 2025 · CIK: 0001879403 · Accession: 0000000000-25-006888

Offering / Registration Process Regulatory Compliance Capital Structure

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File numbers found in text: 333-284962

Date
June 30, 2025
Author
Finance
Form
UPLOAD
Company
La Rosa Holdings Corp.

Letter

Re: La Rosa Holdings Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed June 27, 2025 File No. 333-284962 Dear Joseph La Rosa:

June 30, 2025

Joseph La Rosa Chief Executive Officer La Rosa Holdings Corp. 1420 Celebration Blvd., 2nd Floor Celebration, FL 34747

We have reviewed your amended registration statement and have the following comment.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe the 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 February 27, 2025 letter.

Amendment No. 2 to Registration Statement on Form S-1 filed June 27, 2025 General

1. We note your disclosure regarding the Amendment and Exchange Agreement entered into on June 18, 2025, which resulted in the exchange of all of the selling stockholder's incremental warrants for 6,000 shares of your Series B Convertible Preferred Stock. As it appears that the Series B shares are immediately convertible into common stock, please provide us with your analysis as to why it is not appropriate to register the Series B shares and the underlying common shares on this registration statement. Refer to Securities Act Compliance & Disclosure Interpretations Questions 103.04 and 139.01. June 30, 2025 Page 2

Please contact Pearlyne Paulemon at 202-551-8714 or Isabel Rivera at 202-551-3518 with any questions.

Sincerely,
Division of Corporation
Finance
Office of Real Estate &
Construction
cc: Ross David Carmel

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 30, 2025

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. 2 to Registration Statement on Form S-1
 Filed June 27, 2025
 File No. 333-284962
Dear Joseph La Rosa:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the 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 February 27,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-1 filed June 27, 2025
General

1. We note your disclosure regarding the Amendment and Exchange Agreement
entered
 into on June 18, 2025, which resulted in the exchange of all of the
selling
 stockholder's incremental warrants for 6,000 shares of your Series B
Convertible
 Preferred Stock. As it appears that the Series B shares are immediately
convertible
 into common stock, please provide us with your analysis as to why it is
not
 appropriate to register the Series B shares and the underlying common
shares on this
 registration statement. Refer to Securities Act Compliance & Disclosure
 Interpretations Questions 103.04 and 139.01.
 June 30, 2025
Page 2

 Please contact Pearlyne Paulemon at 202-551-8714 or Isabel Rivera at
202-551-3518
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Ross David Carmel
</TEXT>
</DOCUMENT>