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 June 3, 2025

 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:
 Ms. Pearlyne Paulemon / Ms. Isabel Rivera

 Re:
 La Rosa Holdings Corp.

 Registration Statement on Form S-1 Filed February 14, 2025

 File No. 333-284962

 Dear Ms. Paulemon and Ms. Rivera:

 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 " or " Commission ") contained in its letter as of February 27, 2025 with respect to the
Company's Registration Statement on Form S-1 (the " Form S-1 ") 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 responses are references to the page numbers in the Amendment No. 1 to the Form S-1 (the " Form S-1/A " or " Registration
Statement ") submitted concurrently with the submission of this letter in response to the Staff's comments.

 Registration Statement on Form S-1 filed February 14, 2025

 General

 1. We note the substantial portion of shares
being registered for resale and the short period of time since the shares were sold to your selling stockholder. Please provide us with
a detailed legal analysis of your basis for determining that it is appropriate to characterize this offering as a secondary offering under
Securities Act Rule 415(a)(1)(i), as opposed to an indirect primary offering. For guidance, refer to Securities Act Rules Compliance and
Disclosure Interpretations Question 612.09.

 We have considered the factors set forth in Securities
Act Rule Compliance and Disclosure Interpretations (" C&DI ") 612.09, regarding whether a purported secondary offering
is really a primary offering in which the selling stockholder is acting as underwriter selling on behalf of an issuer. Based on the factors
set forth in C&DI 612.09, the Company respectfully submits that the selling stockholder is not acting as an underwriter or otherwise
as a conduit for the Company and that the resale of the shares of the Company's common stock to be registered by the Registration
Statement (the " Shares ") is not an indirect primary offering being conducted by or on behalf of the Company.

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 Background

 On February 4, 2025 (the " Closing Date "),
the Company entered into a Securities Purchase Agreement (the " Purchase Agreement ") with an investor, JAK Opportunities
XI LLC, (the " Selling Stockholder ") for a private placement offering, or the Private Placement, of the following securities
of the Company: (i) a Senior Secured Convertible Note in the original principal amount of $5,500,000 which matures on the two-year anniversary
of the Closing Date (the " Initial Note "); and (ii) sixteen (16) warrants (" Incremental Warrants "),
each to purchase additional Senior Secured Convertible Notes each in an original principal amount up to $2,500,000 at an exercise price
of $2,256,250 (" Incremental Notes "; and together with the Initial Note, the " Notes "). The Company
also granted the Selling Stockholder registration rights in the Shares issuable upon conversion of the Notes under a separate Registration
Rights Agreement (the " Registration Rights Agreement ").

 The conversion price of the Initial Note is $0.45494
per share of common stock; the Selling Stockholder may also convert at the "Alternate Conversion Rate" 1 described
in the Initial Note. The Selling Stockholder does not have the right to convert any portion of the Initial Note to the extent that, after
such conversion, the Selling Stockholder would beneficially own in excess of 4.99% of outstanding shares of common stock of the Company.

 The Incremental Warrants and Initial Note were
issued to the Seller Stockholder on the Closing Date.

 As reported on Current Report on Form 8-K filed
by the Company with the SEC on May 28, 2025, on May 23, 2025, the Company and the Selling Stockholder entered into that certain waiver
agreement (the " Waiver "), dated May 23, 2025, pursuant to which the Selling Stockholder waived a provision of the Registration
Rights Agreement to register for resale the shares of common stock issuable upon conversion of the Incremental Notes, in the Registration
Statement until such time when the Incremental Notes are issued pursuant to the exercise or call of an Incremental Warrant. The Registration
Statement was revised accordingly to include only Shares of common stock issuable upon conversion of the Initial Note.

 Analysis

 In an effort to assist registrants in determining
whether an offering by selling stockholders may be characterized as a secondary offering that is eligible to be made on a shelf basis
under Rule 415(a)(1)(i), the Staff issued C&DI 612.09 providing as follows:

 612.09. It is important to identify whether
a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf
of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller's prospectus delivery
requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form
in some cases will be unavailable (e.g., because of the Form S-3 "public float" test for a primary offering, or because Rule
415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of
Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not
merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares,
the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers
are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting
as a conduit for the issuer.

 1 Under
the Notes, alternate conversion rate is equal to the quotient of (x) 120% of the conversion amount divided by (y) the Alternate Conversion
Price. For such purpose: (i) "Alternate Conversion Price" means that price which is the lower of (A) 95% of the lowest VWAP
(as defined in the Notes) of the common stock during the seven (7) consecutive trading day period ending and including the trading day
immediately preceding the delivery or deemed delivery of the applicable conversion notice, and (B) the Floor Price; and (ii) "Floor
Price" means 20% of the Minimum Price (as defined in Nasdaq Rule 5653(d), as amended). All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases
or increases the common stock during such seven trading day period.

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 Each of the above factors mentioned in the last
sentence of C&DI 612.09 is considered below.

 Factor 1: How Long the Selling Stockholder Has Held the Shares .

 Although the safe harbor provided by Rule 144
under the Securities Act of 1933, as amended (the " Securities Act "), indicates that a holding period of six months
is, under certain circumstances, sufficient to evidence investment intent and avoid being characterized as an "underwriter,"
the Commission has recognized that shorter holding periods do not negate investment intent. As described in C&DI Question 139.11,
the Commission regularly permits issuers to register privately issued shares (or in the case of convertible securities, the convertible
security itself) for resale promptly following, or even prior to, the closing of a private placement transaction:

 "In a PIPE transaction, a company will
be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the
securities […] to the investor, and the investor is at market risk at the time of filing of the resale registration statement.
The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price
or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. […]
There can be no conditions to closing that are within an investor's control or that an investor can cause not to be satisfied. For
example, closing conditions in capital formation transactions relating to the market price of the company's securities or the investor's
satisfactory completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued
securities must occur within a short time after the effectiveness of the resale registration statement."

 This interpretation indicates that the existence
of registration rights and a short time between the issuance of the Initial Note and the filing date of the Registration Statement do
not preclude the offering from being secondary in nature. The Private Placement to the Selling Stockholder occurred prior to filing the
Registration Statement, and the Selling Stockholder has borne the entire market risk of such securities since the Closing Date, including
at the time of filing the Registration Statement.

 We are not aware of any Staff guidance on Rule
415 addressing the appropriate length of time securities must be held in order to determine whether a purported secondary offering is
really a primary offering. In addition, we are not aware that the Staff has taken the position that the period of time elapsing between
a closing and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering,
and the Company believes such a position would be inconsistent with C&DI Question 139.11 mentioned above, which allows inclusion of
the securities sold after a registration statement is filed if the registration statement is not yet effective.

 Finally, the Selling Stockholder, an institutional
investor, participated in the Private Placement with the knowledge that it might not be able to exit its positions at a profit. The Selling
Stockholder made multiple representations and warranties to the Company in the Purchase Agreement acknowledging its understanding that
the common stock issuable upon the conversion of the Notes had not been registered under the Securities Act on the Closing Date and that,
absent such registration, could not be offered or sold to the public absent an exemption therefrom. The Selling Stockholder has presently
been subject to the full investment risk associated with ownership of the Company's common stock for over two months, and even if
the Registration Statement was immediately declared effective it may be several months or longer before the Selling Stockholders could
resell the Shares which the Company is seeking to register. Accordingly, the Selling Stockholder cannot fairly be compared to an "underwriter"
under the Securities Act as true underwriters - by definition - do not take long term risk on an issuer's securities.

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 Factor 2: The Circumstances Under Which the
Selling Stockholder Received Their Shares .

 The Selling Stockholder acquired the Initial Note
on the Closing Date pursuant to the Purchase Agreement in a bona fide private placement transaction pursuant to an exemption from registration
under Section 4(a)(2) and/or Regulation D of the Securities Act. The Company is obligated to register the resale of the Shares pursuant
to the terms of the Registration Rights Agreement, which provides the Selling Stockholder with registration rights customary in private
placements of this nature.

 Section 2(c)(ii) of the Securities Act defines
"underwriter" as any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection
with, the distribution of any security or participates or has a direct or indirect participation in any such undertaking, or participates
or has a participation in the direct or indirect underwriting of any such undertaking. In the Purchase Agreement, the Selling Stockholder
made customary investment and private placement representations to the Company, including that (i) it is acquiring the Initial Note and
Incremental Warrants as principal for its own account and has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of the Initial Note, Incremental Warrants, Incremental Notes (if issued), or the shares of
common stock issuable upon exercise of the Notes (collectively, the " Securities "), (ii) as of the date of the Purchase
Agreement it is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act,
and agreed that the Securities will contain restrictive legends when issued, and that none of the Securities will be registered under
the Securities Act, except as provided in the Purchase Agreement and Registration Rights Agreement.

 The Company is neither aware of any evidence that
would indicate that these representations were false nor aware of any evidence that the Selling Stockholder has any plan to act in concert
to effect a distribution of the Shares. The Selling Stockholder purchased the Initial Note and Incremental Warrants in an arm's
length transaction in circumstances that do not indicate that they would be an underwriter. The Company is not aware of the Selling Stockholder
being a broker or a dealer under applicable securities laws. Moreover, except through one of the managing members of its general partner,
who (as disclosed in the Registration Statement) is affiliated with Chardan Capital Markets, LLC, a broker-dealer registered as such under
the Securities Exchange Act of 1934, as amended, the Company is not aware of the Selling Stockholder being affiliated with any broker-dealer.

 Furthermore, the Company is not aware of any evidence
that a distribution would occur if the Registration Statement is declared effective. Under the Commission's rules, a "distribution"
requires special selling efforts. Rule 100(b) of Regulation M defines a "distribution" as "an offering of securities,
whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude
of the offering and the presence of special selling efforts and selling methods." There is nothing to suggest that any special selling
efforts or selling methods by or on behalf of the Selling Stockholder has or would take place if the Registration Statement is declared
effective. The Company also is not aware of any facts to suggest that the Selling Stockholder has taken any actions to condition or prime
the market for the potential resale of Shares.

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 Factor 3: The Selling Stockholder's Relationship to the Company .

 The Company has confirmed to us that the Selling
Stockholder does not have the power to control the Company or its affiliates. Notwithstanding its affiliation with Chardan Capital Markets,
LLC as described above, to the Company's knowledge at no time has the Selling Stockholder acted as a securities broker-dealer or
representative thereof.

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