SecProbe.io

CORRESP
1
filename1.htm

December 14,
2022

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Eric McPhee/ Mr. Wilson Lee

    Re:
    La Rosa Holdings Corp.

    Amendment No. 3 to Registration Statement on Form S-1

    Filed October 12, 2022

    File No. 333-264372

Dear Mr. McPhee and Mr. Lee:

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 October 27, 2022 with respect to the Company’s Amendment No. 3 to 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 Amendment No. 4 to the Form S-1 (the “Form S-1/A”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Amendment 3 to Form S-1 filed October 12, 2022

Cover Page

1. We note your response to comment 1. Your revised disclosure on
page 8 states that the selling shareholders are offering a maximum of 981,749 shares, which is not consistent with your filing fee exhibit
or your cover page. Please revise.

The Selling Shareholder
table has been changed by the deletion of an employee who no longer works for the Company and the re-distribution of his shares
to other agents, of four agents who are no longer affiliated with the Company, and one convertible note holder who has been repaid
in full and by the addition of two new convertible note holders. We have also revised the disclosure on page 8, cover page and
in the filing fee exhibit.

2. We note you indicate that net proceeds from
the offering are $4.99M, while elsewhere in the filing the net proceeds are disclosed as $5.44M. Please reconcile this discrepancy, and
please provide us with a detailed calculation of how you arrived at your net offering proceeds. In your next amendment, please ensure
amounts disclosed are consistent throughout the filing. To the extent similarly described items are not calculated consistently, please
explain differences and rationale for presenting separate amounts.

The amount of the net proceeds has been
revised to be consistent throughout the prospectus. The Company has determined the net proceeds based on the estimated gross
proceeds from the sale of 700,000 Units at an assumed offering price of $10.00 per Unit, equating to $7,000,000 of gross proceeds,
less an Underwriter discount of 7% of the gross proceeds ($490,000), Underwriter non-accountable expenses of 1% of the gross
proceeds ($70,000), Underwriter accountable expenses ($125,000), and other offering cash expenses constituting accounting, legal,
consulting, printing, and securities listing fees ($1,281,000), resulting in net proceeds of $5,034,000.

      1

3. We note your tabular disclosure of the loans
made to the Company by Mr. Joseph La Rosa that are intended to be paid with a portion of the net proceeds, and that these loan amounts
total $765,000, but elsewhere in the filing, and in your response, you indicate that only $450,000 will be repaid to Mr. La Rosa. Please
reconcile this discrepancy, and to the extent all of the loans made by Mr. La Rosa are not repaid, indicate which loans will remain outstanding.

In the prior filing, Mr. Joseph La Rosa originated
and funded loans totaling $450,000 through June 30, 2022, including a loan made on June 29, 2022 for $350,000, of which $150,000 was funded
on July 5, 2022. In addition, Mr. La Rosa originated and funded loans to the Company on July 29, 2022 for $70,000 and on October 3, 2022
for $95,000, equaling $765,000, as noted in the table below:

    Originated
    Funded

    02/25/22
    $ 100,000
    $ 100,000

    04/29/22
    $ 100,000
    $ 100,000

    05/17/22
    $ 50,000
    $ 50,000

    06/29/22
    $ 350,000
    $ 200,000

    June 30, 2022
    $ 600,000
    $ 450,000

    07/05/22

    $ 150,000

    07/29/22
    $ 70,000
    $ 70,000

    10/03/22
    $ 95,000
    $ 95,000

    As of October 12, 2022 S-1/A Filing
    $ 765,000
    $ 765,000

 Mr. La Rosa also funded a loan to
the Company on December 2, 2022 with a principal balance of $491,530, which has been disclosed in the current amended filing.

The Company will not be using any of the net
proceeds from the offering to repay the loans to Mr. La Rosa. All loan repayments to Mr. La Rosa will be paid monthly to and through
the maturity date of the various promissory notes and will come only from cash generated from the Company’s operations, with
the exception of the December 2, 2022 loan, which may be converted into equity at the option of Mr. La Rosa if and when the offering
occurs at a discount of twenty-five percent (25%) to the offering price per Unit.

Capitalization, page 36

4. Please provide us with a detailed calculation
of how you arrived at the Unaudited Pro Forma As Adjusted cash and Additional Paid in Capital balances. Please include a breakdown of
the component and transaction amounts taken into account to arrive at the final balance and an explanation of each component and/or transaction.
Your response and disclosures should be clear and concise and allow users to understand what these amounts encompass and how such amounts
were determined.

We have amended the Unaudited Pro Forma As Adjusted
disclosures to account for the results of the Company through September 30, 2022, which excludes any additional debt issuances after September 30,
2022. The detailed calculation is below:

      2

    Unaudited

    Actual

    Derivative

Liability

    Convertible

Debt

    Convertible

Debt

Interest

    Convertible

Debt

Shares (as

of 9/30/22)

    Unaudited

Pro Forma

    Net

Proceeds

From

Offering

    Repayment
    of

Note

Payable

    Repayment

of Int on

Note

Payable

    Deferred

Offering

 Costs^

    Remove

Convertible

Debt

Shares (as

of 9/30/22)

    Add
    Share

Issuance

on

Offering*

    Unaudited

Pro Forma

 As Adjusted

    Cash

    66,961

    66,961

    5,033,584

    (250,000
    )

    (907
    )

    4,849,637

    Working capital

    (2,227,537
    )

    166,035

    510,755

    71,376

    (1,479,372
    )

    5,033,584

    (250,000
    )

    (907
    )

    3,303,305

    Convertible debt

    510,755

    (510,755
    )

    -

    -

    Derivative liability

    166,035

    (166,035
    )

    -

    -

    Accrued expenses

    350,282

    (71,376
    )

    278,905

    (907
    )

    277,998

    Notes payable

    655,300

    655,300

    (250,000
    )

    405,300

    Stockholders' Equity

    Preferred atock

    Common atock - dollars

    300

    7

    307

    (7
    )

    344

    644

    Common atock - shares

    3,000,000

    73,409

    3,073,409

    (73,409
    )

    3,441,640

    6,441,640

    APIC

    425,316

    166,035

    510,755

    71,376

    (7
    )

    1,173,474

    5,033,584

    (1,501,532
    )

    7

    (344
    )

    4,705,189

    Accumulated deficit

    (3,254,454
    )

    (3,254,454
    )

    (3,254,454)

    Total Stockholders' Equity

    (2,828,838
    )

    166,035

    510,755

    71,376

    -

    (2,080,673
    )

    5,033,584

    -

    -

    (1,501,532
    )

    -

    -

    1,451,379

    Total Capitalization

    (1,496,749
    )

    71,376

    (1,425,373
    )

    5,033,584

    (250,000
    )

    (1,501,532
    )

    $1,856,679

* Please see response to Comment No. 9
for the detailed calculation of the capital stock outstanding after the offering.

^ Deferred offering costs consist of cash and non-cash amounts of $1.1
million and $0.4 million, respectively.

Note: The subtotals and totals may not add down or
across due to immaterial rounding adjustments.

      3

5. Please address the following related to
your capitalization table:

 · Please clarify why certain long-term obligations, such as notes payable, are not included.

 · Please tell us how the 69,453 shares to be issued in conjunction with the note conversions was calculated.
We note this does not agree to the 71,777, 71,117 or 74,102 shares to be issued in conjunction with the conversions noted in various other
places in the filing.

 · Please tell us why your disclosure of excluded shares outstanding below the table does not include
any of the private placement shares.

In your next amendment, please ensure amounts disclosed
are consistent throughout the filing and revised disclosures include enough clarity to understand how amounts are derived. To the extent
certain components are excluded from the overall calculation, such amounts should be highlighted and accompanied by explanations for why
such exclusions are made.

The updated pro forma capitalization disclosure
now includes all external debt payable as of September 30, 2022.

The convertible notes that have been issued
by the Company will continue to accrue interest until maturity, which will occur on the earlier of the Company’s initial
public offering or January 31, 2023. The conversion shares in the pro forma table are calculated as of the balance sheet date (previously
as of June 30, 2022 and currently as of September 30, 2022). The shares elsewhere included in the filing are as of the expected
initial public offering date, which is now January 15, 2023. We have included the shares calculated as of September 30, 2022 of
73,409 in the “Unaudited Pro Forma” column, which aligns with the dollar value of the conversion of the convertible
notes. We have replaced the shares calculated as of September 30, 2022 with the shares calculated as of January 15, 2023 of 87,605
in the “Unaudited Pro Forma As Adjusted” column, which aligns with the shares to be issued in conjunction with the
offering. We have included additional footnote disclosures that explain these assumptions.

The only privately placed shares that were
outstanding as of September 30, 2022 were the 3,000,000 (adjusted for the reverse stock split) shares issued to Mr. La Rosa as
“founder” shares. The amended filing includes disclosures and explanations that we believe clarify how amounts were
derived, including amounts that are included or excluded in the calculations.

Dilution, page 38

6. Please provide us with a detailed
calculation of your historical net tangible book value per share as of June 30, 2022 and the pro forma as adjusted net tangible
book value per share after the Offering. Your response should contain the itemized components of each calculation and each component
should be explained, described, and reconciled to the information already disclosed within your registration statement. To the
extent certain information is excluded from your calculation, please disclose such amounts and explain why such amounts have been
excluded. In addition, please ensure the calculations disclosed are consistent throughout the filing. For example, we note your
current table of dilution information does not agree to the narrative description you have in the preceding two paragraphs of the
table.

We calculate net tangible book value per
share by dividing the net tangible book value, defined as tangible assets less total liabilities, by the number of outstanding
shares of our Common Stock. Deferred offering costs are an intangible asset which are not included in net tangible book value.

The detailed calculation of the historical
tangible book value per share as of September 30, 2022 and the pro forma as adjusted net tangible book value per share after the
offering is below:

      4

    Unaudited Actual

    Reduction in Liabilities for Derivative Liability

    Reduction in Liabilities for Debt Conversion (Principal)

    Reduction in Liabilities for Debt Conversion (Accrued Int)

    Net Proceeds From Offering

    Share Issuance on Offering

    Unaudited Pro Forma As Adjusted

    Total assets

    $
    3,296,223

    Less:

    Deferred offering costs

    (1,501,532
    )

    Total liabilities

    (6,125,061
    )

    Net Tangible Book Value (Deficit):

    ($
    4,330,370
    )

    $
    166,035

    $
    510,755

    $
    71,376

    $
    5,033,584

    $
    1,451,380

    Shares Outstanding

    3,000,000

    3,441,640

    6,441,640

    Net Tangible Book Value (Deficit) Per Share

    ($
    1.44
    )
    a

    $
    0.23
    b

    Increase in Net Tangible Book Value Per Share (b - a)

    $
    1.67

    Proposed offering price

    $
    10.00

    c

    Dilution (c - b)

    $
    9.77

      5

Unaudited Pro Forma Financial Statements, page
54

7. Please address the following with respect
to the footnotes to your unaudited pro forma financial statements:

 · Note 2a states that in addition to the $460,000 underwriting fee (elsewhere disclosed as $490,000),
you will incur $1.6 million in cash direct offering related costs, which would result in net proceeds of something less than $5 million,
although you have disclosed net proceeds of $5.44 million in your pro forma balance sheet. Please reconcile.

 · The pro forma balance sheet displays a $1.33 million reduction in other assets with a footnote reference
of 2a, but this does not appear to be discussed in footnote 2a. Please tell us what this reduction relates to and revise your footnote
disclosure accordingly.

 · Note 2a states that there will be $4.9M of direct offering costs due to consultants paid in equity
and refers to footnote g. Note g explains $2,748,970 being paid to settle outstanding accounts payable. Please reconcile.

 · Note 2b discusses 705,552 shares of La Rosa Holdings Corp.'s Common Stock with an aggregate value of
$14,510,975, well in excess of $10 per share. please reconcile.

 · Noncontrolling interest of $5.7 million on the pro forma balance sheet has a footnote reference of
2b, but does not appear to be addressed in footnote 2b. Please tell us how this minority interest is calculated and revise your footnote
disclosure accordingly.

 · The 369,379 shares payable to certain officers in note 2e appears to be erroneously carried forward
from the previous amendment. Please revise.

 · There is an unexplained reduction of APIC of $3,330,400 with the footnote 2g that does not appear to
be address in footnote 2g. Please explain this adjustment in your response and revise your footnote disclosure accordingly.

 · Please provide us with calculations for the weighted average pro forma shares outstanding as of December
31, 2021 and June 30, 2022

Please ensure that all notes for
the transaction adjustments provides sufficient detail to understand what comprises the adjustment amounts and how such amounts were calculated
and/or derived.

The disclosure of Note 2a has been updated to
reflect the Underwriting fee of $490,000 and the remaining costs of $1.476 million, together totaling $1.966 million, with net proceeds
of $5.034 million, which is consistently disclosed elsewhere in the Filing.

The disclosure of Note 2a has been updated to
reflect the write-off of both cash and non-cash deferred offering costs of $1.1 million and $0.4 million, respectively, and total $1.5
million, the amount of which is classified as “Other Assets” on the balance sheet (formerly $1.33 million in the previous
filing).

The prior disclosure of Note 2a erroneously reflected
$4.9 million of direct offering costs. The disclosure has been updated to reflect the corrected information as of September 30, 2022.

The prior disclosure of Note 2b erroneously
reflected the purchase consideration of the franchisees as $14,510,975, which represented the enterprise value of the six entities.
The disclosure of Note 2b has been updated to reflect the correct and current purchase consideration of $8,055,488, of which $1,000