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Correspondence 0001213900-24-104648 from La Rosa Holdings Corp. (LRHC)

La Rosa Holdings Corp.
Date: Dec. 2, 2024 · CIK: 0001879403 · Accession: 0001213900-24-104648

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File numbers found in text: 001-41588

Date
December 2, 2024
Author
/s/ Ross Carmel
Form
CORRESP
Company
La Rosa Holdings Corp.

Letter

Via EDGAR Division of Corporation Finance Office of Real Estate & Construction Attn: Mr. William Demarest / Ms. Kristina Marrone Re: La Rosa Holdings Corp. Form 10-K for the year ended December 31, 2023 Filed April 16, 2024 File No. 001-41588

Dear Mr. Demarest and Ms. Marrone:

On behalf of La Rosa Holdings Corp. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of November 19, 2024 with respect to the Company’s Annual Report on Form 10-K (the “Form 10-K”) as noted above.

For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers in the response are references to the page numbers in Form 10-K.

Form 10-K for the year ended December 31, 2023

Note 3. Business Combinations, page F-15

1. We note the acquisitions of CW Properties, Premier, Orlando and North Florida in December 2023. Please tell us how you evaluated the significance of these acquisitions and how you determined that it was not necessary to provide financial statements of the acquired entities or pro forma financial statements under Rules 8-04 and 8-05 of Regulation S-X.

The Company has reviewed the significance of each of CW Properties, Premier, Orlando and North Florida, using the asset test, the investment test and the income test as described in S-X Rule 1-02(w). The Company evaluated the highest result of the three tests to determine its reporting requirements. None of the four exceeded 1.95% in the asset test, 4.59% in the investment test, 9.27% for revenue or 0.37% for net income (both required in the income test). As permitted by S-X 3-05, the Company used La Rosa Holdings Corp. results for the year-ended December 31, 2022 proforma to include the acquisitions of Lake Nona and Kissimmee which closed at the time of its IPO. This method is deemed appropriate in accordance with section 2035.6 of the SEC Reporting Manual. The Company also considered if any of the four acquired entities needed to be aggregated but none of them were deemed to be related entities. Nor did they have common control or management, none of the acquisitions were conditional of another and none of the acquisitions were conditioned on a single common event. Even if combined, no test would produce a required result greater than 50%. As the above did not pass the significance tests under S-X Rule 1-02(w), the pro forma financial information requirements under Rules 8-04 and 8-05 for smaller reporting companies was deemed not applicable. The following table presents the breakdown for each of the acquired entities.

Income Test

Acquired Company Investment Test Asset Test Income before Tax Revenue

CW Properties 4.59 % 1.62 % 0.37 % 8.03 %

Premier 1.56 % 0.30 % 0.13 % 5.84 %

Orlando 2.48 % 0.57 % 0.19 % 7.67 %

North Florida 3.49 % 1.95 % 0.15 % 9.27 %

Aggregate 12.12 % 4.43 % 0.84 % 30.82 %

We trust that the above is responsive to your comments.

Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact us at 646-838-1310.

Sincerely,
/s/ Ross Carmel

Show Raw Text
CORRESP
1
filename1.htm

December 2, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. William Demarest / Ms. Kristina Marrone

    Re:
    La Rosa Holdings Corp.

    Form 10-K for the year ended December 31, 2023 Filed April 16, 2024

    File No. 001-41588

Dear Mr. Demarest and Ms. Marrone:

On behalf of La Rosa Holdings Corp. (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of November 19, 2024 with respect to the Company’s Annual Report on Form
10-K (the “Form 10-K”) as noted above.

For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the response are references to the page numbers in Form 10-K.

Form 10-K for the year ended December 31, 2023

Note 3. Business Combinations, page F-15

1. We note the acquisitions of CW Properties,
Premier, Orlando and North Florida in December 2023. Please tell us how you evaluated the significance of these acquisitions and how you
determined that it was not necessary to provide financial statements of the acquired entities or pro forma financial statements under
Rules 8-04 and 8-05 of Regulation S-X.

The Company has reviewed the significance of each of CW Properties,
Premier, Orlando and North Florida, using the asset test, the investment test and the income test as described in S-X Rule 1-02(w).
The Company evaluated the highest result of the three tests to determine its reporting requirements. None of the four exceeded 1.95%
in the asset test, 4.59% in the investment test, 9.27% for revenue or 0.37% for net income (both required in the income test). As
permitted by S-X 3-05, the Company used La Rosa Holdings Corp. results for the year-ended December 31, 2022 proforma to
include the acquisitions of Lake Nona and Kissimmee which closed at the time of its IPO. This method is deemed appropriate in
accordance with section 2035.6 of the SEC Reporting Manual. The Company also considered if any of the four acquired entities needed
to be aggregated but none of them were deemed to be related entities. Nor did they have common control or management, none of the
acquisitions were conditional of another and none of the acquisitions were conditioned on a single common event. Even if combined,
no test would produce a required result greater than 50%. As the above did not pass the significance tests under S-X Rule 1-02(w),
the pro forma financial information requirements under Rules 8-04 and 8-05 for smaller reporting companies was deemed not
applicable. The following table presents the breakdown for each of the acquired entities.

    Income Test

    Acquired Company
    Investment Test
    Asset Test
    Income before Tax
    Revenue

    CW Properties
      4.59 %
      1.62 %
      0.37 %
      8.03 %

    Premier
      1.56 %
      0.30 %
      0.13 %
      5.84 %

    Orlando
      2.48 %
      0.57 %
      0.19 %
      7.67 %

    North Florida
      3.49 %
      1.95 %
      0.15 %
      9.27 %

    Aggregate
      12.12 %
      4.43 %
      0.84 %
      30.82 %

We trust that the above is responsive to your comments.

Should you have any questions relating to the foregoing or wish to discuss
any aspect of the Company’s filing, please contact us at 646-838-1310.

    Sincerely,

    /s/ Ross Carmel

    Ross Carmel, Esq.

    Sichenzia Ross Ference Carmel LLP

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