SecProbe.io

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 September 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.
 Registration Statement on Form S-1
 Filed September 25, 2025
 File No. 333-290510
Dear Joseph La Rosa:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Catherine De Lorenzo at 202-551-3772 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Anna Chaykina, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 LA ROSA HOLDINGS CORP.

 1420 Celebration Blvd., 2nd Floor

 Celebration, FL 34747

 (321) 250-1799

 September 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ruairi Regan, Staff Attorney

 Re:
 La Rosa Holdings Corp. (the "Company")

 Registration Statement on Form S-1 (the "Registration
Statement")

 File No. 333-290510

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time, on Tuesday, September 30, 2025, or as soon as thereafter possible.

 Once the Registration Statement is effective,
please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ms. Anna Chaykina at (347) 304-8598.

 If you have any questions regarding this matter,
please do not hesitate to contact Anna Chaykina at the number above.

 Very truly yours,

 LA ROSA HOLDINGS CORP.

 By:
 /s/ Joseph La Rosa

 Joseph La Rosa

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 LA ROSA HOLDINGS CORP.

 1420 Celebration Blvd., 2nd Floor

 Celebration, FL 34747

 (321) 250-1799

 August 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ruairi Regan, Staff Attorney

 Re:
 La Rosa Holdings Corp. (the "Company")

 Registration Statement on Form S-1 (the "Registration
Statement")

 File No. 333-289503

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time, on Friday, August 22, 2025, or as soon as thereafter possible.

 Once the Registration Statement is effective,
please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ms. Anna Chaykina at (347) 304-8598.

 If you have any questions regarding this matter,
please do not hesitate to contact Anna Chaykina at the number above.

 Very truly yours,

 LA ROSA HOLDINGS CORP.

 By:
 /s/ Joseph La Rosa

 Joseph La Rosa

 Chief Executive Officer

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<TEXT>
 August 19, 2025

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

 Re: La Rosa Holdings Corp.
 Registration Statement on Form S-1
 Filed August 11, 2025
 File No. 333-289503
Dear Joseph La Rosa:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Ruairi Regan at 202-551-3269 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Anna Chaykina, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 LA ROSA HOLDINGS CORP.

 1420 Celebration Blvd., 2nd Floor

 Celebration, FL 34747

 (321) 250-1799

 July 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Isabel Rivera, Staff Attorney

 Pearlyne Paulemon, Staff Attorney

 Re:
 La Rosa Holdings Corp. (the "Company")

 Registration Statement on Form S-1 (the "Registration
Statement")

 File No. 333-284962

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 4:30 p.m., Eastern Time, on Thursday, July 17, 2025, or as soon as thereafter possible.

 Once the Registration Statement is effective,
please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ms. Anna Chaykina at (347) 304-8598.

 If you have any questions regarding this matter,
please do not hesitate to contact Anna Chaykina at the number above.

 Very truly yours,

 LA ROSA HOLDINGS CORP.

 By:
 /s/ Joseph La Rosa

 Joseph La Rosa

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 July 1, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 La Rosa Holdings Corp.
 Amendment No. 2 to Registration Statement on Form S-1
 Submitted June 27, 2025
 File No. 333-284962

 Dear Ms. Pearlyne Paulemon and Ms. Isabel Rivera:

 On behalf of La Rosa Holdings Corp. (the
" Company "), we have set forth below a response to the comment of the staff (the " Staff ") of
the Securities and Exchange Commission (the " SEC ") contained in its letter of June 30, 2025 with respect to the
Company's Amendment No. 2 to Registration Statement on Form S-1 (the " Registration Statement ") as noted
above.

 For your convenience, the text of the Staff's comment is set
forth below in bold, followed by the Company's response.

 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.

 The Company respectfully acknowledges the Staff's comment and
advises the Staff that the shares of Series B Convertible Preferred Stock are not being registered because there is no legal or contractual
obligation for the Company to register such shares or the shares of common stock of the Company underlying the Series B Convertible Preferred
Stock pursuant to the Registration Statement. The Incremental Warrants previously issued to the selling stockholder were issued pursuant
to the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act") and Rule 506(b) of Regulation D, as promulgated by the SEC under the Securities Act. The Series B Convertible Preferred Stock
was issued under the Amendment and Exchange Agreement pursuant to the exemption from the registration requirements of the Securities Act
available to the Company under Section 3(a)(9) thereof. Moreover, once the required holding period under Rule 144 under the Securities
Act has been met, the holder will be able to convert the shares of Series B Convertible Preferred Stock and sell the underlying shares
of common stock pursuant to Rule 144 without the need for registration under the Securities Act.

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 It is our understanding that Securities Act Compliance & Disclosure
Interpretations Questions 103.04 and 139.01 are not applicable to the shares underlying Series B Convertible Preferred Stock of the Company
since the parties to the transaction agreed not to include Series B Convertible Preferred Stock in the Registration Statement and the
Company is not registering any convertible securities or warrants thereunder.

 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 me at 646-838-1310.

 Sincerely,

 /s/ Ross Carmel

 Ross Carmel, Esq.

 Sichenzia Ross Ference Carmel LLP

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

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<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>
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CORRESP
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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.

 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
 T (212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 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.

 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
 T (212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 2

 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.

 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
 T (212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 3

 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.

 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
 T (212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 4

 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.

 Prior to enterin

February 27, 2025
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd., 2nd Floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284962
Dear Joseph La Rosa:
            We have conducted a limited review of your 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.
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.
2.Please provide us with your legal analysis regarding why the 36,940,906 shares
underlying the convertible notes which are issuable upon the exercise of the 16
warrants issued in the private placement are eligible to be registered at this time. For
guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations
Question 139.11.

February 27, 2025
Page 2
Information We Incorporate by Reference, page 28
3.We note that you incorporate by reference into your registration statement. Since you
have not yet filed your Form 10-K for the year ended December 31, 2024, you are not
eligible to incorporate by reference. Please amend your registration statement to either
remove the incorporation by reference or file your Form 10-K for the fiscal year
ended December 31, 2024 and update this section accordingly. Refer to General
Instruction VII.C to Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
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LA ROSA HOLDINGS
CORP.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

December 20, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    La Rosa Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (the “Registration
Statement”)

File No. 333-283102

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time, on Friday, December 20, 2024, or as soon as thereafter possible.

Once the Registration Statement is effective,
please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Anna Chaykina, Esq. at (347) 304-8598.

If you have any questions regarding this matter,
please do not hesitate to contact Anna Chaykina at the number above.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/ Joseph La Rosa

    Joseph La Rosa

    Chief Executive Officer

CORRESP
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LA ROSA HOLDINGS CORP.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

December 19, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Isabel Rivera, Staff Attorney

    Re:
    La Rosa Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (the “Registration
Statement”)

File No. 333-283102

Withdrawal of Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on December 17, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for 4:05 p.m., Eastern Time, on Thursday, December 19, 2024, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We are no longer requesting that such Registration
Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

If you have any questions regarding this matter,
please do not hesitate to contact our counsel, Sichenzia Ross Ference Carmel LLP, by calling Ms. Anna Chaykina at (347) 304-8598.

If you have any questions regarding this matter,
please do not hesitate to contact Anna Chaykina at the number above.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/ Joseph La Rosa

    Joseph La Rosa

    Chief Executive Officer

CORRESP
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LA ROSA HOLDINGS CORP.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

December 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    La Rosa Holdings Corp. (the “Company”)

Registration Statement on Form S-3

File No. 333-283423

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rules 460 and 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the Company respectfully requests that the effective
date of the registration statement referred to above (the “Registration Statement”) be accelerated so that it will
become effective at 4:10 p.m., Eastern Time, on Thursday, December 19, 2024, or as soon thereafter as possible. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Anna Chaykina at (347) 304-8598. We also
respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date
of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Anna Chaykina, by email at achaykina@srfc.law.

If you have any questions regarding this request,
please contact Anna Chaykina of Sichenzia Ross Ference Carmel LLP at (347) 304-8598.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/ Joseph La Rosa

    Joseph La Rosa

    Chief Executive Officer

    cc:
    Anna Chaykina, Sichenzia Ross Ference Carmel LLP

CORRESP
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LA ROSA HOLDINGS CORP.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

December 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    La Rosa Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (the “Registration
Statement”)

File No. 333-283102

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 4:05 p.m., Eastern Time, on Thursday, December 19, 2024, or as soon as thereafter possible.

Once the Registration Statement is effective,
please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Anna Chaykina, Esq. at (347) 304-8598.

If you have any questions regarding this matter,
please do not hesitate to contact Anna Chaykina at the number above.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/ Joseph La Rosa

    Joseph La Rosa

    Chief Executive Officer

December 16, 2024
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd, 2nd floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Form 10-K for the year ended December 31, 2023
Filed April 16, 2024
File No. 001-41588
Dear Joseph La Rosa:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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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

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

 T (212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

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    December 2, 2024

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    La Rosa Holdings Corp.

    Registration Statement on Form S-3

    Filed on November 22, 2024

    File No. 333-283423

Dear Staff:

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 26, 2024 with respect to
the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed on November 22, 2024 by
the Company. 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 Registration Statement.

Registration Statement on Form S-3 filed
November 22, 2024

General

1. We note that you filed a Form 12b-25 on
March 29, 2024 to extend the filing deadline for your annual report on Form 10-K for the year ended December 31, 2023 and that you subsequently
filed your Form 10-K on April 16, 2024, although the deadline to file the Form 10-K was April 15, 2024. As a result, your 10-K for the
year ended December 31, 2023 was not timely filed and it appears that the company is not S-3 eligible. Please tell us why you believe
you are eligible to file on Form S-3, or amend your registration statement to file on an appropriate form.

As was discussed during our phone conversation
with the Staff on November 26, 2024, we understand that the Company was required to file an annual report on Form 10-K for the year ended
December 31, 2023 (“Form 10-K”) 90 days after the end of the fiscal year covered by the report, or March 30, 2024.
Considering that March 30, 2024 was a Saturday, the filing deadline was the following business day, or April 1, 2024. On March 29, 2024,
the Company filed Form 12b-25 to extend the filing deadline for 15 days. If the original filing deadline was April 1, 2024, then the extended
filing deadline shall be April 16, 2024. The Company filed its Form 10-K on April 16, 2024. Hence, we believe that the Company filed the
Form 10-K timely and is eligible to file the Registration Statement.

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

2. Please be advised that we will not be in
a position to declare your registration statement effective until we resolve any issues concerning the outstanding Staff comment on your
annual report on Form 10-K for the year ended December 31, 2023.

The Company respectfully advises the Staff that
the response to the Staff’s letter of November 19, 2024 with comments to Form 10-K is being submitted by the Company concurrently
with the submission of this letter.

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

Sincerely,

    /s/Ross D. Carmel

    Ross D. Carmel

    Sichenzia Ross Ference Carmel LLP

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

November 26, 2024
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd., 2nd Floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Registration Statement on Form S-3
Filed November 22, 2024
File No. 333-283423
Dear Joseph La Rosa:
            We have conducted a limited review of your 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.
Registration Statement on Form S-3 filed November 22, 2024
General
1.We note that you filed a Form 12b-25 on March 29, 2024 to extend the filing deadline
for your annual report on Form 10-K for the year ended December 31, 2023 and that
you subsequently filed your Form 10-K on April 16, 2024, although the deadline to
file the Form 10-K was April 15, 2024. As a result, your 10-K for the the year ended
December 31, 2023 was not timely filed and it appears that the company is not S-3
eligible. Please tell us why you believe you are eligible to file on Form S-3, or amend
your registration statement to file on an appropriate form.
2.Please be advised that we will not be in a position to declare your registration
statement effective until we resolve any issues concerning the outstanding Staff
comment on your annual report on Form 10-K for the year ended December 31, 2023.

November 26, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ross Carmel

November 19, 2024
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd, 2nd floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Form 10-K for the year ended December 31, 2023
Filed April 16, 2024
File No. 001-41588
Dear Joseph La Rosa:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related
matters.

November 19, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

August 26, 2024
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd., 2nd Floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Registration Statement on Form S-1
Filed August 20, 2024
File No. 333-281666
Dear Joseph La Rosa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kibum Park at 202-551-6836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Anna Chaykina, Esq.

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LA ROSA HOLDINGS CORP.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

August 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: La Rosa Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (the “Registration
Statement”)

File No. 333-281666

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 4:30 p.m., Eastern Time, on Wednesday, August 28, 2024, or as soon as thereafter possible.

Once the Registration Statement is effective,
please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Christian Lichtenberger, Esq. at (646)-810-0591.

If you have any questions regarding this matter,
please do not hesitate to contact Christian Lichtenberger at the number above.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/ Joseph La Rosa

    Joseph La Rosa

    Chief Executive Officer

August 8, 2024
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd., 2nd Floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Registration Statement on Form S-1
Filed August 2, 2024
File No. 333-281231
Dear Joseph La Rosa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Anna Chaykina, Esq.

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LA ROSA HOLDINGS CORP.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

August 8, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Catherine De Lorenzo, Staff Attorney

    Re:
    La Rosa Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (the “Registration
Statement”)

File No. 333-281231

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 4:30 p.m., Eastern Time, on Monday, August 12, 2024, or as soon as thereafter possible.

Once the Registration Statement is effective,
please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ms. Anna Chaykina at (347) 304-8598.

If you have any questions regarding this matter,
please do not hesitate to contact Anna Chaykina at the number above.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/ Joseph La Rosa

    Joseph La Rosa

    Chief Executive Officer

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LA ROSA HOLDINGS CORP.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

July 19, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Benjamin Holt, Staff Attorney

    Re:
    La Rosa Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (the “Registration
Statement”)

File No. 333-278901

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time, on Tuesday, July 23, 2024, or as soon as thereafter possible.

Once the Registration Statement is effective,
please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ms. Anna Chaykina at (347) 304-8598.

If you have any questions regarding this matter,
please do not hesitate to contact Anna Chaykina at the number above.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/ Joseph La Rosa

    Joseph La Rosa

    Chief Executive Officer

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July 16, 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. Benjamin Holt/ Ms. Dorrie Yale

    Re:
    La Rosa Holdings Corp.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed July 3, 2024

    File No. 333-278901

Dear Mr. Holt and Ms. Yale:

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, dated July 12, 2024, regarding the Company’s Amendment No. 2 to the Registration
Statement on Form S-1 (the “Form S-1” or the “Registration Statement”) 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. All capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Form S-1.

Amendment No. 2 to the Registration Statement
on Form S-1 filed July 3, 2024

General

    1.
    We acknowledge your response to our prior comment 1. We note your statement that your calculations contemplate the fact that the conversion price would be adjusted in the event you fail to pay an Amortization Payment when due under the respective notes. In this regard, we note the number of shares of common stock you are registering for resale includes an amount that is nearly two times the number of shares currently issuable upon conversion of the Convertible Notes. Please tell us how including such a potential event in your calculations reflect a good-faith estimate of the maximum number of shares that may be issued on conversion.

Response:

The Company respectfully advises the Staff
that the Company has made a good-faith estimate of the maximum number of shares that it may issue upon conversion of the February
2024 Convertible Note (“February Note”) and the April 2024 Convertible Note (“April Note”)
based on principal and accrued interest outstanding as of July 3, 2024, the maturity date of both notes, and a maximum conversion
price of such notes, which was based on the Market Price, defined in each note as 85% of the lowest Volume Weighted Average Price
(VWAP) recorded on any trading day in the five trading days preceding the conversion date of the respective note.

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036 T (212)

930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

The Company used the Market Price for their estimation
in good faith due to the following reasons:

 - it is a smaller reporting company with a limited operating history, which has incurred recurring net losses,
the Company’s operations have not provided net positive cash flows;

 - the Company’s independent registered public accounting firm’s report for the fiscal year ended
December 31, 2023 contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern”;

 - the Company did not close on the underwritten public offering as contemplated by the Company’s registration
statement on Form S-1 (File No. 333-280124) filed with the SEC on June 11, 2024, and withdrawn on June 16, 2024, the proceeds of which
were supposed to be used for repayment of the notes;

 - Section 3.22 of February Note and April Note and Section 2(a) of the Registration Rights Agreements between
the Company and the Selling Stockholder require the registration of the securities at then prevailing market prices and not at the fixed
conversion price of the notes and such terms were negotiated in good faith based on arm-length discussions.

In accordance with the guidance provided by the
SEC’s Division of Corporate Finance Compliance and Disclosure Interpretation (“C&DI”) 139.10, an issuer registering
shares on behalf of a selling stockholder “must make a  good-faith estimate of the maximum number of shares that it may issue
on conversion to determine the number of shares to register for resale.” As noted above, the Company is of the position that it
has made a good-faith estimate of the “maximum number” of shares that it may issue on conversion of the February Note and
the April Note when determining the number of shares of common stock for resale on behalf of the Selling Stockholder pursuant to the Registration
Statement.

As also noted in C&DI 139.10, “the selling
securityholder information in the registration statement, at the time of effectiveness, must include the total number of shares
of common stock that each selling securityholder intends to sell (based on current market price if there is a floating conversion rate
tied to market price), regardless of any contractual or other restriction on the number of securities a particular selling securityholder
may own at any point in time.” (Emphasis mine.) The Company hereby asserts that it has registered the total number of shares of
common stock that the Selling Stockholder intends to sell, which has been determined based on the current market price rather than the
fixed conversion price in the convertible notes referenced above and irrespective of the beneficial ownership limitations set forth in
such convertible notes. The Company believes that registering the maximum number of shares issuable upon the conversion of the notes based
on the Market Price ensures that the Registration Statement accurately reflects the potential market-driven fluctuations in share quantity,
thereby aligning the total number of shares intended for sale by the Selling Stockholder is grounded in market realities at the time of
conversion of the notes.

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 me at 646-661-5203.

    Sincerely,

    /s/ Philip Magri

    Philip Magri, Esq.

    Sichenzia Ross Ference Carmel LLP

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036 T (212)

930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

July 12, 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. 2 to Registration Statement on Form S-1
Filed July 3, 2024
File No. 333-278901
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 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 June 27, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.We acknowledge your response to our prior comment 1. We note your statement that your
calculations contemplate the fact that the conversion price would be adjusted in the event
you fail to pay an Amortization Payment when due under the respective notes. In this
regard, we note the number of shares of common stock you are registering for resale
includes an amount that is nearly two times the number of shares currently issuable upon
conversion of the Convertible Notes. Please tell us how including such a potential event in
your calculations reflect a good-faith estimate of the maximum number of shares that may
be issued on conversion.

July 12, 2024
Page 2
            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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July 3, 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. Benjamin Holt/ Ms. Dorrie Yale

    Re:
    La Rosa Holdings Corp.

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

    Filed June 4, 2024

    File No. 333-278901

Dear Mr. Holt and Ms. Yale:

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, dated June 27, 2024, regarding the Company’s Amendment No. 1 to the 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. 2 to the Form S-1 (the “S-1/A”) submitted concurrently
with the submission of this letter in response to the Staff’s comments. All capitalized terms used but not defined herein shall
have the meanings ascribed to them in the S-1/A.

Amendment No. 1 to the Registration Statement
on Form S-1 filed June 4, 2024

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.

Response:

Please be advised that the Company has recalculated
and amended the total number of shares of common stock issuable upon conversion of the convertible promissory notes to an aggregate of
2,504,519 shares. This amended number of shares is derived from the aggregate of shares issuable upon conversion of two specific notes:
1) 1,119,630 shares of common stock for the February 2024 convertible promissory note (the “February Note”), and 2)
1,384,889 shares of common stock for the April 2024 convertible promissory note (the “April Note”).

Under the terms of the Registration Rights Agreements
between the Company and the Selling Stockholder in connection with both notes, the Company is obligated to register the “Conversion
Shares,” defined in the Securities Purchase Agreements as “the shares issuable upon the conversion [of the notes].”

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW
YORK, NY | 10036 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

Pursuant to the terms of each note, the conversion
price of $2.50 per share (the “Conversion Price”) is subject to adjustment in the event the Company fails to pay an
Amortization Payment (as defined in the notes) when due under the respective notes. Each note states that in the event the Company fails
to make an amortization payment, the Conversion Price of the note is adjusted to be the lesser of (i) the then applicable
Conversion Price; or (ii) the Market Price, defined in each note as 85% of the lowest Volume Weighted Average Price (VWAP) recorded on
any trading day in the five trading days preceding the conversion date of the respective note. According to the notes, “VWAP”
is calculated as the volume-weighted average price of the Company’s common stock on Nasdaq from 9:30 a.m. to 4:00 p.m., New York time.

On July 1, 2024, the VWAP of the Company’s
common stock on Nasdaq was $1.5469 per share, thereby setting the Market Price at $1.314865 per share, which is 85% of the VWAP. The outstanding
principal and accrued interest on the February Note, as of July 1, 2024, was $1,101,369.88. With the Market Price set at $1.314865 per
share, the conversion of the February Note would result in the issuance of 1,119,630 shares of common stock. Similarly, as of July 1,
2024, the April Note’s total outstanding principal amount and accrued interest of $1,357,715.4. Using the same Market Price, the conversion
of the April Note would result in the issuance of 1,384,889 shares of common stock.

The Company used the “Market Price”
in recalculating the number of shares of common stock to be registered on the S-1/A in relation to the notes to ensure its contractual
obligations to register the “Conversion Shares” under the terms of the Registration Rights Agreements.

Subsequent to identifying the miscalculation and
updating the number of shares of common stock issuable under the notes based on the Market Price calculated based on 85% of the VWAP reported
by Nasdaq on July 1, 2024, the Company has accordingly updated the information regarding the shares issuable upon conversion of the notes
in the S-1/A.

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 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.

Response:

The Company hereby confirms that the retention
by the Selling Stockholder of an underwriter would constitute a material change to the Company’s plan of distribution requiring
a post-effective amendment to the Form S-1 pursuant to Item 512(a)(1)(iii) of Regulation S-K.

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 me at 646-838-1310.

    Sincerely,

    /s/ Ross Carmel

    Ross Carmel, Esq.

    Sichenzia Ross Ference Carmel LLP

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW
YORK, NY | 10036 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

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

CORRESP
1
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June 4, 2024

VIA EDGAR CORRESPONDENCE

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. Benjamin Holt/ Mr. David Link

    Re:
    La Rosa Holdings Corp.

    Registration Statement on Form S-1

    Filed April 24, 2024

    File No. 333-278901

Dear Messrs. Holt and Link:

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 May 21, 2024 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 be advised that the Company has filed Amendment
No. 1 (the “Form S-1/A”) to the Form S-1 simultaneously with the submission of this response letter. Please note that all
references to page numbers in the responses are references to the page numbers in Form S-1/A.

Registration Statement on Form S-1 filed
April 24, 2024

General

 1. Please tell us how you concluded that each Note binds
Mast Hill to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio. In
this regard, we note that each Note provides that if the Company fails to make an amortization payment under the Note or upon an Event
of Default, then the conversion price shall be the lower of $2.50 or the market price equal to 85% of the lowest VWAP. Refer to Securities
Act Sections Compliance and Disclosure Interpretation 139.11 for guidance.

Response:

We have reviewed CD&I 139.11 and respectfully
disagree with the premise that C&DI 139.11 applies to the Company’s Registration Statement and private placements. CD&I
139.11 specifically addresses situations in which the Company’s private placement of securities (or in the case of convertible securities,
of the convertible security itself) is not closed at the time the resale registration statement is filed and is contingent upon such registration
statement being deemed effective by the SEC. In such situations, as the SEC explains in CD&I 139.11, the purported private placement
would be deemed to be an indirect public offering by the Company and the selling stockholder an “underwriter.” CD&I 139.11
goes on to explain in detail when a private placement will not be considered to be an indirect public offering by the Company; but, rather,
a private-investment, public-equity transaction (commonly known as a PIPE transaction) under Section 152 of the Securities Act of 1933,
as amended, which would permit the Company to file a registration statement before the private placement is closed and contingent
upon the registration statement declared effective. In contract, in the situation at hand, the Company sold and issued the convertible
notes (the “Notes”) and accompanying warrants and shares of common stock to the selling stockholder (the “Selling Stockholder”)
on February 20, 2024, and April 1, 2024, way before the registration statement was filed on April 24, 2024, and the closings of such private
placements were not contingent upon the Company’s filing the Registration Statement or being declared effective. Therefore, it is
our position that CD&I 139.11 does not apply to the Company’s registration of the shares of common stock issuable upon the conversion
of the Notes or exercise of the warrants sold and issued to the Selling Stockholder.

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

C&DI 139.11 provides that a company is permitted
to consider a private placement that has not closed before the registration statement is filed or deemed effective as a PIPE transaction
(and not an indirect public offering), if the investor is market risk at the time of filing the registration statement and is irrevocably
bound to purchase a set number of securities for a set price that is not based on market price or a fluctuating ratio, either at the time
of effectiveness or the resale registration statement or any subsequent date. In our situation, the Selling Stockholder executed securities
purchase agreements on February 20, 2024, and April 1, 2024, pursuant to which the Selling Stockholder became irrevocably bound to purchase
the Notes and accompanying securities on such dates, and, therefore, the Selling Stockholder assumed the market risk at closing when it
paid for the Notes and accompanying securities. As represented by the Selling Stockholder in both securities purchase agreements, the
Selling Stockholder acknowledged that there were substantial risks in their purchase and ownership of the Notes and accompanying securities
and that there was a risk of the total loss of their investment, presumably including the Company’s inability to repay the outstanding
balance or accrued interest under the Notes. On such dates, as CD&I 139.11 states, there were no conditions to closing that were within
the Selling Stockholder’s control or that the selling stockholder could cause not to be satisfied which would allow it to walk away
from its purchase of the Notes and accompanying securities.

The Notes and accompanying securities were issued
and sold prior to the Company’s filing of the Registration Statement in which such securities or the shares underlying such convertible
securities were included for resale. In each case, a specific number of securities were issued to the Selling Stockholder in consideration
for a cash payment. Because the private placements with the Selling Stockholder were actually closed before the Company filed the Registration
Statement, the Selling Stockholder cannot choose to terminate their securities purchase agreements and walk away, nor are they entitled
to receive a refund of any portion of the purchase price paid by them at the respective closings. Therefore, the Selling Stockholder is
exposed to economic and other risks associated with the Company and its business, including the risk of insolvency and bankruptcy, to
the same extent as any other stockholder of the Company is.

In light of the foregoing, we respectfully submit
that CD&I 139.11 does not apply to the Company’s private placements.

It is our belief, however, that C&DI 139.10,
in fact, applies to the Company’s private placements and the Company’s Registration Statement. Unlike C&DI 139.11 where
the private placements are not closed by the filing of the resale registration statement and are contingent upon such resale registration
statement being deemed effective, CD&I 139.10 addresses the registration of shares of common stock to be issued upon the conversion
of issued convertible securities pursuant to a conversion ratio dependent on the Company’s fluctuating trading price. CD&I 139.10
permits the registration of such shares of common stock, but cannot use Rule 416 to register an undetermined quantity of shares that may
be issued as a result of the conversion formula's application.

CD&I 139.10 states that the company is obligated
to make a bona fide estimation of the maximum quantity of shares that could potentially be issued upon the conversion of the convertible
securities pursuant to a fluctuating conversion price and register that number for resale. Should the actual number of shares issued upon
the conversion of the convertible securities surpass the number registered, CD&I 139.10 provides that the company will need to submit
a new registration statement for the additional shares, provided the selling securityholder wishes to sell them, and that Rule 462(b)
may be employed for such purposes, should it be applicable.

    2

In compliance with C&DI 139.10, prior to the
closing, the Company conducted a good-faith estimation of the number of shares issuable upon the Selling Stockholder’s conversion
of the Notes based on the principal amount of the Notes at closing and maturity, and the Company’s recent trading prices. Should
the actual number of shares issued to the Selling Stockholder upon conversion of the Notes and exercise of the accompanying warrants exceed
the registered number in the Registration Statement, the Company intends to file to file a new registration statement to register the
resale of such additional shares, provided the Selling Stockholder wishes to sell them.

We trust that the above is responsive to your
comment.

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

    Sincerely,

    /s/ Philip Magri

    Philip Magri, Esq.

    Sichenzia Ross Ference Carmel LLP

3

United States securities and exchange commission logo
May 21, 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.
Registration Statement on Form S-1
Filed April 24, 2024
File No. 333-278901
Dear Joseph La Rosa:
            We have conducted a limited review of your 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 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.
Registration Statement on Form S-1 filed April 24, 2024
General
1.Please tell us how you concluded that each Note binds Mast Hill to purchase a set number
of securities for a set purchase price that is not based on market price or a fluctuating
ratio. In this regard, we note that each Note provides that if the Company fails to make an
amortization payment under the Note or upon an Event of Default, then the conversion
price shall be the lower of $2.50 or the market price equal to 85% of the lowest VWAP.
Refer to Securities Act Sections Compliance and Disclosure Interpretation 139.11 for
guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 May 21, 2024 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
May 21, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Philip Magri

CORRESP
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ALEXANDER
CAPITAL LP

17
State Street, 5th Floor

New York, New York 10004

October
2, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Stacie Gorman, Staff Attorney

    Re:
    La
    Rosa Holdings Corp.

    Registration
    Statement on Form S-1

    (File
    No. 333-264372) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned underwriter in connection
with the above referenced Registration Statement relating to the offer and issuance by the Registrant of certain of its securities, hereby
joins the Registrant’s request that the effective date of the Registration Statement be accelerated so that it shall be declared
effective at 5:00 p.m. eastern time on Wednesday, October 4, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus,
dated September 1, 2023, to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

This
is to further advise you that the underwriters have and will continue to comply with Rule 15c2-8 of the Securities Exchange Act of 1934,
as amended, with regard to the Preliminary Prospectus and any amended Prospectus.

    Very truly yours,

    ALEXANDER CAPITAL LP

    By:
    /s/
    Jonathan Gazdak

    Name:
    Jonathan
    Gazdak

    Title:
     Managing
    Director – Head of Investment Banking

CORRESP
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LA
ROSA HOLDINGS CORP.

1420
Celebration Blvd., 2nd Floor

Celebration,
FL 34747

(321)
250-1799

October
2, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Stacie Gorman, Staff Attorney

    Re:
    La Rosa Holdings Corp. (the
    “Company”)

Registration
Statement on Form S-1 (the “Registration Statement”)

File
No. 333-264372

Acceleration
Request

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company respectfully requests that the effective date of the Registration
Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on Wednesday, October 4,
2023, or as soon as thereafter possible.

Once
the Registration Statement is effective, please verbally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling
Mr. Ross Carmel at (646) 838-1310.

If
you have any questions regarding this matter, please do not hesitate to contact Ross Carmel at the number above.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/Joseph
    La Rosa

    Joseph La Rosa

    Chief Executive Officer

CORRESP
1
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LA
ROSA HOLDINGS CORP.

1420
Celebration Blvd., 2nd Floor

Celebration,
FL 34747

(321)
250-1799

September
29, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Stacie Gorman, Staff Attorney

    Re:
    La Rosa Holdings Corp. (the
    “Company”)

Registration
Statement on Form S-1 (the “Registration Statement”)

File
No. 333-264372

Withdrawal
of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on September 28, 2023, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for 5:00 p.m., Eastern Time, on Friday, September 29, 2023, in accordance with Rule
461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request
for acceleration of the effective date.

If
you have any questions regarding this matter, please do not hesitate to contact our counsel Ross Carmel of Carmel, Milazzo & Feil
LLP at (646) 838-1310.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/Joseph
    La Rosa

    Joseph La Rosa

    Chief Executive Officer

CORRESP
1
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ALEXANDER
CAPITAL LP

17
State Street, 5th Floor

New York, New York 10004

September
29, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Stacie Gorman, Staff Attorney

    Re:
    La
    Rosa Holdings Corp.

    Registration
    Statement on Form S-1

    (File
    No. 333-264372) (the “Registration Statement”)

    Withdrawal
    of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on September 28, 2023, in which we, as representative of the several underwriters
of La Rosa Holdings Corp.’s proposed public offering, joined La Rosa Holdings Corp.’s request for acceleration of the effective
date of the above-referenced Registration Statement for Friday, September 29, 2023 at 5:00 p.m. eastern time. La Rosa Holdings Corp.
is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very
    truly yours,

    ALEXANDER
    CAPITAL LP

    By:
    /s/
    Jonathan Gazdak

    Name:
    Jonathan
    Gazdak

    Title:
     Managing
    Director – Head of Investment Banking

CORRESP
1
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ALEXANDER
CAPITAL LP

17
State Street, 5th Floor

New
York, New York 10004

September
28, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Stacie Gorman, Staff Attorney

    Re:
    La
    Rosa Holdings Corp.

    Registration
    Statement on Form S-1

    (File
    No. 333-264372) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned underwriter in connection
with the above referenced Registration Statement relating to the offer and issuance by the Registrant of certain of its securities, hereby
joins the Registrant’s request that the effective date of the Registration Statement be accelerated so that it shall be declared
effective at 5:00 p.m. eastern time on Friday, September 29, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus,
dated September 1, 2023, to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

This
is to further advise you that the underwriters have and will continue to comply with Rule 15c2-8 of the Securities Exchange Act of 1934,
as amended, with regard to the Preliminary Prospectus and any amended Prospectus.

    Very truly yours,

    ALEXANDER CAPITAL LP

    By:
    /s/
    Jonathan Gazdak

    Name:
    Jonathan
    Gazdak

    Title:
     Managing
    Director – Head of Investment Banking

CORRESP
1
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LA ROSA HOLDINGS CORP.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

(321) 250-1799

September 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Stacie Gorman, Staff Attorney

    Re:
    La Rosa Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (the “Registration
Statement”)

File No. 333-264372

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, the Company respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time, on Friday, September 29, 2023, or as soon as thereafter possible.

Once the Registration Statement is effective, please
verbally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Mr. Ross Carmel at (646) 838-1310.

If you have any questions regarding this matter,
please do not hesitate to contact Ross Carmel at the number above.

    Very truly yours,

    LA ROSA HOLDINGS CORP.

    By:
    /s/Joseph La Rosa

    Joseph La Rosa

    Chief Executive Officer

CORRESP
1
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September 12, 2023

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: Ms. Stacie Gorman/ Ms. Brigitte Lippmann

 Re: La Rosa Holdings Corp.

Amendment No. 12 to Registration Statement
on Form S-1

Filed September 1, 2023

File No. 333-264372

Dear Ms. Gorman and Ms. Lippmann:

On behalf of La Rosa Holdings Corp. (the “Company”),
we have set forth below the response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of September 12, 2023 with respect to the Company’s Amendment No. 12 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. 13 to the Registration Statement on Form S-1 (the “Form
S-1/A”) filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 12 to Registration Statement on Form
S-1

Part II. Information not Required in Prospectus

Item 16. Exhibits and Financial Statement Schedules,
page II-6

1. We note that, with respect
to the exercise of the representatives warrants, you have assumed that there will be a sufficient number of shares at the time of the
exercise. Please remove this assumption, as it goes to a material fact underlying the opinion. Please see Staff Legal Bulletin 19, Section
II.B.3.a.

The Company has attached an updated legality opinion
as exhibit 5.1 to the Form S-1/A.

We trust that the above is responsive to your comment.

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

    Sincerely,

    /s/ Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

    rcarmel@cmflllp.com

United States securities and exchange commission logo
September 12, 2023
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. 12 to Registration Statement on Form S-1
Filed September 1, 2023
File No. 333-264372
Dear Joseph La Rosa:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Amendment No. 12 to Registration Statement on Form S-1
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-6
1.We note that, with respect to the exercise of the representatives warrants, you have
assumed that there will be a sufficient number of shares at the time of the exercise.  Please
remove this assumption, as it goes to a material fact underlying the opinion.  Please see
Staff Legal Bulletin 19, Section II.B.3.a.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 September 12, 2023 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
September 12, 2023
Page 2
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

CORRESP
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June 20, 2023

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:
    Ms. Stacie Gorman/ Ms. Brigitte Lippmann

    Re:
    La Rosa Holdings Corp.

    Amendment No. 9 to Registration Statement on Form
    S-1

    Filed June 8, 2023

    File No. 333-264372

Dear Ms. Gorman and Ms. Lippmann:

On behalf of La Rosa Holdings Corp. (the “Company”),
we have set forth below the response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of June 16, 2023 with respect to the Company’s Amendment No. 9 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. 10 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 No. 9 to Registration Statement on Form
S-1

Cover Page

1. We note your response to comment 1. Please disclose the associated
cost of each material category of your offering expenses on the cover page. Reconcile this amount with the information you provide in
Item 13 of Part II.

The Company has revised the cover page of Form
S-1/A to indicate that the total offering expenses of $1,809,000 consist of $50,000 of non-accountable expenses due to the Representative,
$190,000 of accountable expenses due to the Representative, and other offering expenses of $1,569,000 listed in Item 13 of the prospectus.

We trust that the above is responsive to your comment.

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

    Sincerely,

    /s/ Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

    rcarmel@cmflllp.com

United States securities and exchange commission logo
June 16, 2023
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. 9 to Registration Statement on Form S-1
Filed June 8, 2023
File No. 333-264372
Dear Joseph La Rosa:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Amendment No. 9 to Registration Statement on Form S-1
Cover Page
1.We note your response to comment 1.  Please disclose the associated cost of each material
category of your offering expenses on the cover page.  Reconcile this amount with the
information you provide in Item 13 of Part II.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 June 16, 2023 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
June 16, 2023
Page 2
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

CORRESP
1
filename1.htm

June 8, 2023

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:
    Ms. Stacie Gorman/ Ms. Brigitte Lippmann

    Re:
    La Rosa Holdings Corp.

    Amendment No. 8 to Registration Statement
    on Form S-1

    Filed May 19, 2023

    File No. 333-264372

Dear Ms. Gorman and Ms. Lippmann:

On behalf of La Rosa Holdings Corp. (the “Company”),
we have set forth below the response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of June 5, 2023 with respect to the Company’s Amendment No. 8 to Registration
Statement on Form S-1 (the “Form S-1”) as noted above.

For your convenience, the text of the Staff’s
comment is set forth below in bold, followed by the Company’s response. Please note that Amendment No. 9 to the Form S-1 (the “Form
S-1/A”) contains only Exhibit 5.1 in response to the Staff’s comment.

Amendment No. 8 to Registration Statement
on Form S-1 Use of Proceeds, page 38

1. You state that you will receive net proceeds
of $2,791,000; however, based on the cover page table you will receive net proceeds of $4,600,000. Please revise here and on page 10.

The Company has estimated that it will receive
proceeds of $4,600,000 after deducting the underwriter’s discount and commission. At the same time, this amount does not give effect
to the Company’s cash offering expenses of approximately $1,809,000. The Company has estimated that it will receive net proceeds
of $2,791,000 after deducting all offering expenses. We have revised the cover page table accordingly.

Notes to Unaudited Pro Forma Condensed Combined
Financial Information, page 64

2. The footnotes contained in Note 3. Adjustments
to the Unaudited Pro Forma Condensed Combined Statements of Operations for the three-month period ending March 31, 2023, appear to detail
the adjustments for the year ending December 31, 2022. Please clarify or revise.

The Company included some of the footnotes for
the year ending December 31, 2022 in Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the
three-month period ending March 31, 2023. We have revised the footnotes in Note 3. as well as certain amounts contained in the Unaudited
Pro Forma Condensed Combined Statements of Operations.

Consolidated Statements of Equity (Deficit),
page F-34

3. Please tell us how you determined your
Series A Preferred Stock should be classified as equity rather than as a liability. Refer to ASC 480-10-25-14(a).

The Company evaluated the classification of the Series
A preferred stock under ASC 480, Distinguishing Liabilities from Equity, to determine whether the Series A preferred stock should be
classified as a liability or equity instrument. Based on the analysis detailed below, the Company determined that the Series A preferred
stock did not meet the liability requirements under ASC 480-10-25-14.

ASC 480-10-25-14 requires liability accounting for
a financial instrument that embodies an unconditional obligation to transfer a variable number of equity shares if the monetary value
of the obligation at inception is based solely or predominantly on any of the following: (a) a fixed monetary amount known at inception,
(b) variations in something other than the fair value of the issuer’s equity shares or (c) variations inversely related to changes
in the fair value of the issuer’s equity shares.

The Company's analysis of the Series A preferred
stock pursuant to the guidance in ASC 480-10-25-14(a) is as follows:

A fixed monetary amount — The Company is required
to deliver a variable number of shares of common stock upon the conversion of the Series A preferred stock. The Series A preferred stock
will automatically convert into such number of shares of common stock upon the closing date of the Company’s initial public offering
(“IPO”) of the common stock at a 30% discount of the IPO price. Therefore, the number of shares of common stock that will
be issued is dependent upon the IPO price at the date of the conversion. However, the monetary value of the Company's obligation associated
with the Series A preferred stock is not fixed at inception and will depend on the share price of the Company's common stock at the conversion
date.

Per the Certificate of Designation, Preferences and
Rights of Series A Convertible Preferred Stock Agreement (the “Agreement”), The Preferred Shares are not mandatorily redeemable
on a fixed or determinable date or upon an event that is certain to occur. Further it does not contain any cash settlement provision.
Therefore, the Series A preferred stock, pursuant to ASC 480-25-14 (a) would not be precluded from equity classification.

The Company then evaluated the embedded feature as
if it was a freestanding instrument in accordance with ASC 815-15, in light of the fact the preferred share was determined to be an equity
host. The Preferred Share as a host would not be accounted for at fair value with changes in fair value recording in earnings under other
GAAP. However, the Company does not believe the embedded conversion feature meets the definition of a derivative in its entirety because
its settlement would always result in a gain to the holder based a fixed percentage of the underlying preferred share. Since not all three
of the criteria to trigger bifurcation under ASC 815 have been met, the Company accounted for the conversion option as an embedded feature
in accordance with ASC 470-20. In as much as the intrinsic value of the embedded conversion feature is contingent upon the completion
of the Company’s IPO, the discount amount will be recorded upon conversion as a contingent deemed dividend.

Item 16. Exhibits and Financial Statement
Schedules, page II-6

4. In the legal opinion filed as exhibit 5.1,
please have counsel also opine on the shares being sold for resale.

Exhibit 5.1 has been revised to include counsel’s
opinion on the selling stockholders’ shares being registered for resale.

We trust that the above is responsive to your
comment.

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

    Sincerely,

    /s/ Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

    rcarmel@cmflllp.com

United States securities and exchange commission logo
June 5, 2023
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. 8 to Registration Statement on Form S-1
Filed May 19, 2023
File No. 333-264372
Dear Joseph La Rosa:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 8 to Registration Statement on Form S-1
Use of Proceeds, page 38
1.You state that you will receive net proceeds of $2,791,000; however, based on the cover
page table you will receive net proceeds of $4,600,000.  Please revise here and on page
10.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 64
2.The footnotes contained in Note 3. Adjustments to the Unaudited Pro Forma Condensed
Combined Statements of Operations for the three-month period ending March 31, 2023,
appear to detail the adjustments for the year ending December 31, 2022.  Please clarify or
revise.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 June 5, 2023 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
June 5, 2023
Page 2
Consolidated Statements of Equity (Deficit), page F-34
3.Please tell us how you determined your Series A Preferred Stock should be classified as
equity rather than as a liability.  Refer to ASC 480-10-25-14(a).
Item 16. Exhibits and Financial Statement Schedules, page II-6
4.In the legal opinion filed as exhibit 5.1, please have counsel also opine on the shares being
sold for resale.
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

CORRESP
1
filename1.htm

January 19, 2023

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:
    Ms. Stacie Gorman/ Ms. Brigitte Lippmann

    Re:
    La Rosa Holdings Corp.

    Amendment No. 4 to Registration Statement on Form
    S-1

    Filed December 14, 2022

    File No. 333-264372

Dear Ms. Gorman and Ms. Lippmann:

On behalf of La Rosa Holdings Corp. (the “Company”),
we have set forth below the response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of January 18, 2023 with respect to the Company’s Amendment No. 5 to Registration
Statement on Form S-1 (the “Form S-1”) as noted above.

For your convenience, the text of the Staff’s
comment is set forth below in bold, followed by the Company’s response. Please note that Amendment No. 6 to the Form S-1 (the “Form
S-1/A”) contains only Exhibit 5.1 in response to the Staff’s comment.

Amendment No. 5 to Registration Statement on Form
S-1

Exhibits

1. We note the statement in the legal opinion,
filed as exhibit 5.1, that counsel expresses “no opinion herein as to the laws of any state or jurisdiction other than the federal
laws of the United States of America, and, with respect to our opinion relating to the enforceability of the Warrants, the Option Warrants
and the Representative’s Warrants, the laws of the State of New York." Please revise to reflect that counsel is not carving
out the laws of Nevada in opining on the legality of the common stock and units. For guidance, see section II.B.3.b in Staff Legal Bulletin
No. 19 (CF), dated October 14, 2011.

Exhibit 5.1 has been revised to include in the firm’s
legal opinion the laws of the State of Nevada.

We trust that the above is responsive to your comment.

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

    Sincerely,

    /s/Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

    rcarmel@cmflllp.com

United States securities and exchange commission logo
January 18, 2023
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. 5 to Registration Statement on Form S-1
Filed January 6, 2023
File No. 333-264372
Dear Joseph La Rosa:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Amendment No. 5 to Registration Statement on Form S-1
Exhibits
1.We note the statement in the legal opinion, filed as exhibit 5.1, that counsel expresses "no
opinion herein as to the laws of any state or jurisdiction other than the federal laws of the
United States of America, and, with respect to our opinion relating to the enforceability of
the Warrants, the Option Warrants and the Representative’s Warrants, the laws of the
State of New York."  Please revise to reflect that counsel is not carving out the laws of
Nevada in opining on the legality of the common stock and units.  For guidance, see
section II.B.3.b in Staff Legal Bulletin No. 19 (CF), dated October 14, 2011.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 January 18, 2023 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
January 18, 2023
Page 2
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

CORRESP
1
filename1.htm

January 6, 2023

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. 4 to Registration Statement on Form
    S-1

    Filed December 14, 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 January 3, 2023 with respect to the Company’s Amendment No. 4 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. 5 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 4 to Form S-1 filed December 14,
2022

Cover Page

1. We note your response to comment 1. On your
cover page and on page 102 you state that you are registering 1,018,593 resale shares; however, in your filing fee exhibit, you state
that you are registering 1,046,525 resale shares. Please revise.

Exhibit 107 has been
revised to show that 1,018,593 resale shares are being registered.

Market Data, page
ii

2. Please delete your disclaimer that potential
shareholders should not rely upon the disclosure related to market data in making an investment decision.

The disclaimer that potential shareholders should
not rely upon the disclosure related to Market Data has been deleted.

Unaudited Pro Forma Financial Statements,
page 59

3. We note you have made adjustments to your
pro forma financial statements, your calculation of Dilution, your Security Ownership table on page 100, and throughout the filing where
you have disclosed the amount of shares you will have outstanding after the offering, for the shares to be issued to your CEO and CFO
as of the closing date of the offering. Please tell us what consideration you have given to also including the shares to be issued to
your COO as of the closing date of the offering, as noted on pages 92 and F- 17.

Mr. Gracy, the Company’s former COO, was
no longer employed by the Company at the time the Company filed Amendment No. 4 to the Registration Statement on Form S-1. As a result,
Mr. Gracy forfeited all future equity awards. A disclosure of the forfeiture will be added on pages 92 and F-45.

4. We note that footnote a to the Unaudited
Pro Forma Condensed Combined Balance Sheet details the costs of the offering other than the value of the 457,666 shares to be issued to
consultants for consulting services related to the initial public offering. Please tell us what consideration you have given to discussing
that cost in this footnote.

In as much as the fair value of the 457,666 shares
issued to consultants for consulting services related to the initial public offering (“IPO”), with an estimated value of $4.577
million, would be a direct charge to equity and would not directly impact the net proceeds from the IPO, the Company reflected the impact
of these shares in footnote f to the unaudited proforma condensed combined balance sheet. However, an additional disclosure has now been
added to footnote a to the Unaudited Pro Forma Condensed Combined Balance Sheet to note that the Company expects to incur these non-cash
direct offering costs with reference to footnote f.

Our Organization, page 71

5. We note your disclosure of Mr. La Rosa’s
percentage control of the voting power of your common stock. Please tell us what consideration you’ve given to disclosing Mr. La
Rosa’s percentage control of the voting power after considering the impact of the Series X Super Voting Preferred Stock, here, on
the cover page, in the Security Ownership table on page 100, and in your risk factor disclosure on page 26.

The cover page, pages 26 and 71 now provide the
total voting power percentage, including the 20,000,000 votes provided by the Series X Super Voting Preferred Stock, to be owned by Mr.
La Rosa immediately after the completion of the offering.

Part II. Information not Required in Prospectus

Item 15. Recent Sales of Unregistered Securities,
page II-3

6. We note your revised disclosure indicating
that you have engaged in multiple transactions involving the sale of unregistered securities. For each transaction, please disclose the
exemption relied upon and state briefly the facts relied upon to make the exemption available. See Item 701(d) of Regulation S-K. We also
note that you indicate that you relied upon Regulation D. However, you have not filed a Form D. Please advise.

Part II, Item 15 has been revised to
disclose the exemption relied upon by the Company and to briefly state the reasons for such reliance. Pursuant to Question 257.07 of
the Compliance and Disclosure Interpretations on Regulation D, it is our understanding that the filing of a Form D is not a
condition to the availability of the exemptions in Rule 506 of Regulation D. Nevertheless, in order to provide the relevant
disclosure, the Company has filed two Form D’s with respect to the offers made pursuant to Regulation D as described in Part
II.

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 me at 646-838-1310.

    Sincerely,

    /s/Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

    rcarmel@cmflllp.com

United States securities and exchange commission logo
January 3, 2023
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. 4 to Registration Statement on Form S-1
Filed December 14, 2022
File No. 333-264372
Dear Joseph La Rosa:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 27, 2022 letter.
Amendment 4 to Form S-1 filed December 14, 2022
Cover Page
1.We note your response to comment 1.  On your cover page and on page 102 you state that
you are registering 1,018,593 resale shares; however, in your filing fee exhibit, you state
that you are registering 1,046,525 resale shares.  Please revise.
Market Data, page ii
2.Please delete your disclaimer that potential shareholders should not rely upon the
disclosure related to market data in making an investment decision.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 January 3, 2023 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
January 3, 2023
Page 2
Unaudited Pro Forma Financial Statements, page 59
3.We note you have made adjustments to your pro forma financial statements, your
calculation of Dilution, your Security Ownership table on page 100, and throughout the
filing where you have disclosed the amount of shares you will have outstanding after the
offering, for the shares to be issued to your CEO and CFO as of the closing date of the
offering.  Please tell us what consideration you have given to also including the shares to
be issued to your COO as of the closing date of the offering, as noted on pages 92 and F-
17.
4.We note that footnote a to the Unaudited Pro Forma Condensed Combined Balance
Sheet details the costs of the offering other than the value of the 457,666 shares to be
issued to consultants for consulting services related to the initial public offering.  Please
tell us what consideration you have given to discussing that cost in this footnote.
Our Organization, page 71
5.We note your disclosure of Mr. La Rosa’s percentage control of the voting power of your
common stock.  Please tell us what consideration you’ve given to disclosing Mr. La
Rosa’s percentage control of the voting power after considering the impact of the Series X
Super Voting Preferred Stock, here, on the cover page, in the Security Ownership table on
page 100, and in your risk factor disclosure on page 26.
Part II. Information not Required in Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-3
6.We note your revised disclosure indicating that you have engaged in multiple transactions
involving the sale of unregistered securities.  For each transaction, please disclose the
exemption relied upon and state briefly the facts relied upon to make the exemption
available.  See Item 701(d) of Regulation S-K.  We also note that you indicate that you
relied upon Regulation D.  However, you have not filed a Form D.  Please advise.
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

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

United States securities and exchange commission logo
October 27, 2022
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. 3 to Registration Statement on Form S-1
Filed October 12, 2022
File No. 333-264372
Dear Joseph La Rosa:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 17, 2022, letter.
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.
Summary of the Offering, page 8
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

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 October 27, 2022 Page 2
 FirstName LastNameJoseph La Rosa
La Rosa Holdings Corp.
October 27, 2022
Page 2
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.
Use of Proceeds, page 35
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.
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.

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.
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

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 October 27, 2022 Page 3
 FirstName LastNameJoseph La Rosa
La Rosa Holdings Corp.
October 27, 2022
Page 3
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.
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.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 October 27, 2022 Page 4
 FirstName LastNameJoseph La Rosa
La Rosa Holdings Corp.
October 27, 2022
Page 4
Security Ownership, page 96
8.Please tell us why the 250,000 shares issuable to Mr. La Rosa are not included in the
Beneficial Ownership column.
9.Please provide us with a detailed calculation of the 4,841,087 shares as noted in footnote
3.   Your response should include an itemized breakdown of each component that
comprise the balance and also quantify the shares that are excluded.   For both the
included and excluded shares, your response should cross reference and agree to the
amounts disclosed within your registration statements.   Please ensure amounts detailed in
your response are consistent with amounts disclosed and referenced to the registration
statement.
Selling Stockholders, page 98
10.Please tell us why you have excluded certain shares disclosed elsewhere in the filing as
being issuable in connection with the offering, as well as shares issued prior to the date of
the Offering, from the shares outstanding after the Offering.  We note your disclosure of
certain shares that have been issued, or that will be issued on the closing date of the
offering, on page 106.
11.We note your footnotes 9 through 29 as well as footnote 4 that indicate that these parties
have already acquired the related shares, although your disclosure elsewhere in the filing
indicates that these shares will be issued immediately prior to or on the closing date of the
Offering.  Please clarify whether or not these shares have already been issued.
La Rosa Holdings Corp. and Subsidiaries Notes to the Interim Unaudited Condensed
Consolidated Financial Statements
Note 8 - Subsequent Events, page F-45
12.Please address the following with respect to your subsequent events:
•The 4th paragraph notes that interest accrues on the principal amount at 15% per
annum.  Please provide additional details about the note being discussed, including,
but not limited to, the amount of the note as well as the party to which the note was
issued.
•Please tell us why certain of the shares disclosed in the Private Placements disclosure
on page 106 are excluded from the shares you have agreed to issue subsequent to
June 30, 2022.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 October 27, 2022 Page 5
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
October 27, 2022
Page 5
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

CORRESP
1
filename1.htm

October 12, 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:
    Ms. Stacie Gorman / Ms. Brigitte Lippmann

    Re:
    La Rosa Holdings Corp.

    Amendment No. 2 to Registration Statement on Form S-1 Filed June 14, 2022

    SEC File No. 333-264372

Dear Ms. Gorman and Ms. Lippman:

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 August 17, 2022 with respect to the Company’s Amendment No. 2 to the 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. 3 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 2 to Form S-1 filed August 3, 2022

Cover Page

1. Please ensure that the amount reflected
in exhibit 107, the filing fee exhibit, corresponds to the amounts reflected on the cover page. For example, we note your disclosure that
you are registering “1,046,525 shares of common stock held by 127 selling stockholders.” However, your filing fee exhibit
indicates that you are registering 885,065 shares and 20,000 shares underlying the warrants for sale by selling stockholders. Additionally,
it appears that you are registering shares underlying convertible notes for sale by selling shareholders. Please advise how this is reflected
in the filing fee exhibit.

We have revised the filing fee table to be consistent
with the cover page. The filing fee table has a line item “Common Stock to be sold by the Selling Stockholders.” Those shares
include the shares issued upon the conversion of the convertible notes (see footnotes 9 through 29 on the Selling Stockholder table on
page 100 of the Form S-1/A).

Use of Proceeds, page 35

2. We note your discussion of your intended
uses of proceeds on a percentage basis do not agree to your similar disclosure on page 8. Please revise this discrepancy.

The disclosure of the intended
uses of proceeds on a percentage basis on page 8 of the prospectus now agrees with the
similar disclosure on page 35.

3. We note your reference to the repayment
of debt. If the indebtedness to be discharged was incurred within one year, describe the use of the proceeds of such indebtedness other
than short-term borrowings used for working capital. Please disclose the dollar amount, the interest rate and the maturity of the indebtedness
you intend to repay with proceeds from this offering. See Instruction 4 to Item 504 of Regulation S-K.

The Company has added a
new table on page 35 that provides in the date, loan amount, interest rate, maturity date and the use of proceeds of the loans to be
repaid to Mr. Joseph La Rosa using a portion of the net proceeds of the offering.

Dilution, page 38

4. Please provide us with a calculation of
your numerator and your denominator for your calculation of dilution.

The following is the Company’s
calculation of the numerator and denominator for the dilution calculation:

    Numerator:
    $ (1,428,132 )

    Denominator
      3,120,000

5. Please tell us why you have excluded the shares to be issued
to the CEO, COO and CSO upon the closing of the offering from your per share dilution calculation. Refer to Item 506 of Regulation S-K.

The Company has included in
the per share dilution calculation: (i) 40,000 shares of Common Stock underlying stock options to be granted to directors; (ii) 2,000
Vesting Shares; (iii)250,000 CEO Shares; (iv)94,048 COO Shares; and (v) 23,331 CSO Shares.

Unaudited Pro Forma Condensed Combined Balance
Sheet As of March 31, 2022, page 57

6. We note that the Pro forma due to related
party balance of approximately $15,347 is significantly less than the sum of the related party debt disclosed in your Related Party Transactions
footnote as of March 31, 2022, plus the related party debt disclosed in the Subsequent Events footnote, less the repayment of $656,268
of promissory notes issued to Joseph La Rosa as disclosed in footnote h to the Pro Forma Balance Sheet.	Please reconcile this apparent
discrepancy or revise.

La Rosa Holdings Corp. and Subsidiaries Unaudited
Interim Financial Statements Note 3 - Related Party Transactions, page F-38

The Company’s Pro
forma balance sheet at June 30, 2022 includes “Due to related party” of $1,066,822 from La Rosa Holdings Corp. Note
3-RELATED PARTY TRANSACTIONS to the Interim Consolidated Unaudited Condensed Financial Statements contains descriptions of net
amounts due to related parties totaling $1,060,314. The difference of $6,508 is due to accrued interest. Note that the repayment
amount to Joseph La Rosa in the June 30, 2022 Pro forma is $450,000.

7. We note that the related party debt disclosed
in this footnote does not agree to the related party debt on your balance sheet as of March 31, 2022. Please revise to correct this discrepancy.

The Company’s Condensed
Consolidated Balance Sheet at June 30, 2022 includes “Due to related party” of $1,066,822 from La Rosa Holdings Corp. Note
3-RELATED PARTY TRANSACTIONS to the Interim Consolidated Unaudited Condensed Financial Statements contains descriptions of net amounts
due to related parties totaling $1,060,314. The difference of $6,508 is due to accrued interest. Note that the repayment amount to Joseph
La Rosa in the June 30, 2022 Pro forma is $450,000.

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 me at 646-838-1310.

    Sincerely,

    /s/Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
August 17, 2022
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 August 3, 2022
File No. 333-264372
Dear Mr. La Rosa:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment 2 to Form S-1 filed August 3, 2022
Cover Page
1.Please ensure that the amount reflected in exhibit 107, the filing fee exhibit, corresponds
to the amounts reflected on the cover page.  For example, we note your disclosure that you
are registering "1,046,525 shares of common stock held by 127 selling stockholders."
However, your filing fee exhibit indicates that you are registering 885,065 shares and
20,000 shares underlying the warrants for sale by selling stockholders.  Additionally, it
appears that you are registering shares underlying convertible notes for sale by selling
shareholders.  Please advise how this is reflected in the filing fee exhibit.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 August 17, 2022 Page 2
 FirstName LastNameJoseph La Rosa
La Rosa Holdings Corp.
August 17, 2022
Page 2
Use of Proceeds, page 35
2.We note your discussion of your intended uses of proceeds on a percentage basis do not
agree to your similar disclosure on page 8.  Please revise this discrepancy.
3.We note your reference to the repayment of debt.  If the indebtedness to be discharged
was incurred within one year, describe the use of the proceeds of such indebtedness other
than short-term borrowings used for working capital.  Please disclose the dollar amount,
the interest rate and the maturity of the indebtedness you intend to repay with proceeds
from this offering.  See Instruction 4 to Item 504 of Regulation S-K.
Dilution, page 38
4.Please provide us with a calculation of your numerator and your denominator for your
calculation of dilution.
5.Please tell us why you have excluded the shares to be issued to the CEO, COO and CSO
upon the closing of the offering from your per share dilution calculation.  Refer to Item
506 of Regulation S-K.
Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2022, page 57
6.We note that the Pro forma due to related party balance of approximately $15,347 is
significantly less than the sum of the related party debt disclosed in your Related Party
Transactions footnote as of March 31, 2022, plus the related party debt disclosed in the
Subsequent Events footnote, less the repayment of $656,268 of promissory notes issued to
Joseph La Rosa as disclosed in footnote h to the Pro Forma Balance Sheet.  Please
reconcile this apparent discrepancy or revise.
La Rosa Holdings Corp. and Subsidiaries Unaudited Interim Financial Statements
Note 3 - Related Party Transactions, page F-38
7.We note that the related party debt disclosed in this footnote does not agree to the related
party debt on your balance sheet as of March 31, 2022.  Please revise to correct this
discrepancy.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 August 17, 2022 Page 3
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
August 17, 2022
Page 3
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

CORRESP
1
filename1.htm

August 3, 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:
    Ms. Stacie Gorman / Ms. Brigitte Lippmann

    Re:
    La Rosa Holdings Corp.

    Amendment No. 1 to Registration Statement on Form S-1 Filed June 14, 2022

    SEC File No. 333-264372

Dear Ms. Gorman and Ms. Lippman:

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 June 24, 2022 with respect to the Company’s Amendment
No. 1 to the 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. 2 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 No. 1 to the Form S-1 Filed June 14,
2022

Management's Discussion and Analysis of Financial
Condition and Results of Operation, page 42

1. Please discuss any known trends, events or uncertainties
that will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreasing
or increasing in any material way. For example, you state that the increase in revenue in the period ending March 31, 2022 versus
the comparative period in 2021 was primarily attributable to a rise in new customers and an increase in transaction volume due
to improved market conditions. If known, discuss whether you expect such market conditions to continue. Please also provide additional
analysis concerning the quality and variability of your earnings and cash flows so that investors can ascertain the likelihood
or the extent past performance is indicative of future performance. See Item 303(a) of Regulation S-K; Securities Act Release No.
33-8350, Section I.B. (December 29, 2003); and Securities Act Release No. 33-6835, Section III.B. (May 18, 1989).

The disclosure has been revised to address the comment
on page 42.

Unaudited Pro Forma Financial Statements, page
54

2. We note that you have indicated on page 55 that
the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2022 gives effect to the
Transactions as if they occurred on

Securities and Exchange Commission

August 3, 2022

March 31, 2022, as opposed to January 1, 2021. Please
revise. If you plan to use proceeds from the offering to acquire the six real estate brokerage businesses and/or repay debt, please
disclose.

The Form S-1/A on page 55
has been revised to state that the unaudited pro forma condensed combined statements of operations for the year ended December
31, 2021 gives effect to the Transactions as if they occurred on January 1, 2021 and the unaudited pro forma condensed combined
statements of operations for the three months ended March 31, 2022 gives effect to the Transactions as if they occurred on January
1, 2021.

Note 1. Basis of Pro Forma Presentation, page 60

3. We note that you have indicated that the unaudited
pro forma condensed combined financial information is presented as if the Transactions had been completed on January 1, 2022 with
respect to the unaudited pro forma condensed combined statements of operations for three months ended March 31, 2022, as opposed
to January 1, 2021. We also note that you have not provided similar disclosure related to the unaudited pro forma

condensed combined statements of operations for year
ended December 31, 2021. Please revise.

The Form S-1/A on page 55 has been revised to state that the
unaudited pro forma condensed combined financial information is presented as if the Transactions had been completed on January 1,
2021 with respect to the unaudited pro forma condensed combined statements of operations for three months ended March 31, 2022 and the
year ended December 31, 2021 with respect to the unaudited pro forma condensed combined balance sheet. Note 4 now provides additional
pro forma adjustments to give effect to the Transaction. Please see page 62.

4. We note your disclosure on page 60 that your adjustments
to the balance sheet are based on items that are factually supportable and you adjustments to the statements of operations are
based on items that are factually supportable and have a continuing impact. We additionally note that you have not included an
adjustment for $2.9 million in equity compensation due to your executive officer because it did not have a continuing impact on
ongoing operations. Please note that the updated pro forma rules do not require pro forma adjustments to be factually supportable
or to have a continuing impact. Please revise your pro forma financial statements to comply with Article 11 of Regulation S-X.

The Company has revised the Unaudited Pro Forma Condensed
Combined Balance Sheet as of March 31, 2021, the Unaudited Pro Forma Condensed Combined Statements of Operations for the three
months ended March 31, 2022, Unaudited Pro Forma Condensed Combined Statements of Operations for the year ending December 31, 2021,
and references to the pro forma statements for the item above and the subsequent event revision to the interim unaudited financial
statements accordingly.

Note 3. Adjustments to the Unaudited Pro Forma
Condensed Combined Statements of Operations for the three months ended March 31, 2022, page 62

5. We note that the notations in this section do not
correspond with the notations that appear on your Unaudited Pro Forma Condensed Combined Statements of Operations for the three
months ended March 31, 2022, and that you do not have a footnote discussing your adjustments to the Unaudited Pro Forma Condensed
Combined Statements of Operations for the year ended December 31, 2021. Please revise.

Note 4 now provides additional pro forma adjustments
to give effect to the Transaction. Please see page 62.

Notes to the Interim Unaudited Condensed Consolidated
Financial Statements

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Issued Accounting Standards, page F-38

6. We note the last sentence of your paragraph discussing
the impact of your pending adoption of ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), appears to be incomplete. Please revise.

Securities and Exchange Commission

August 3, 2022

The discussion of the impact of our pending adoption
of ASU 2020-06 has been revised per your comment. Please see page F-38.

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

    Sincerely,

    /s/Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
June 24, 2022
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. 1 to Registration Statement on Form S-1
Filed June 14, 2022
File No. 333-264372
Dear Mr. La Rosa:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment 1 to Form S-1 filed June 14, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operation, page
42
1.Please discuss any known trends, events or uncertainties that will have, or are reasonably
likely to have, a material impact on your revenues or income or result in your liquidity
decreasing or increasing in any material way.  For example, you state that the increase in
revenue in the period ending March 31, 2022 versus the comparative period in 2021 was
primarily attributable to a rise in new customers and an increase in transaction volume due
to improved market conditions.  If known, discuss whether you expect such market
conditions to continue.  Please also provide additional analysis concerning the quality and
variability of your earnings and cash flows so that investors can ascertain the likelihood or

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 June 24, 2022 Page 2
 FirstName LastNameJoseph La Rosa
La Rosa Holdings Corp.
June 24, 2022
Page 2
the extent past performance is indicative of future performance.  See Item 303(a) of
Regulation S-K; Securities Act Release No. 33-8350, Section I.B. (December 29, 2003);
and Securities Act Release No. 33-6835, Section III.B. (May 18, 1989).
Unaudited Pro Forma Financial Statements, page 54
2.We note that you have indicated on page 55 that the unaudited pro forma condensed
combined statements of operations for the three months ended March 31, 2022 gives
effect to the Transactions as if they occurred on March 31, 2022, as opposed to January 1,
2021.  Please revise.
Note 1. Basis of Pro Forma Presentation, page 60
3.We note that you have indicated that the unaudited pro forma condensed combined
financial information is presented as if the Transactions had been completed on January 1,
2022 with respect to the unaudited pro forma condensed combined statements of
operations for three months ended March 31, 2022, as opposed to January 1, 2021.  We
also note that you have not provided similar disclosure related to the unaudited pro forma
condensed combined statements of operations for year ended December 31, 2021.  Please
revise.
4.We note your disclosure on page 60 that your adjustments to the balance sheet are based
on items that are factually supportable and you adjustments to the statements of operations
are based on items that are factually supportable and have a continuing impact.  We
additionally note that you have not included an adjustment for $2.9 million in equity
compensation due to your executive officer because it did not have a continuing impact on
ongoing operations.  Please note that the updated pro forma rules do not require pro forma
adjustments to be factually supportable or to have a continuing impact.  Please revise your
pro forma financial statements to comply with Article 11 of Regulation S-X.
Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of
Operations for the three months ended March 31, 2022, page 62
5.We note that the notations in this section do not correspond with the notations that appear
on your Unaudited Pro Forma Condensed Combined Statements of Operations for the
three months ended March 31, 2022, and that you do not have a footnote discussing your
adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations
for the year ended December 31, 2021.  Please revise.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements
NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Standards, page F-38
6.We note the last sentence of your paragraph discussing the impact of your pending
adoption of ASU 2020-06, Debt—Debt with Conversion and Other Options

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 June 24, 2022 Page 3
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
June 24, 2022
Page 3

(Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity
(Subtopic 815-40), appears to be incomplete. Please revise.
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

United States securities and exchange commission logo
May 9, 2022
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd.
2nd Floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Registration Statement on Form S-1
Filed April 19, 2022
File No. 333-264372
Dear Mr. La Rosa:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form S-1 Filed April 19, 2022
Cover Page
1.As the warrants may be exercised beginning on the date of issuance, please register the
shares underlying the warrants in the fee table.  See Securities Act Sections Compliance
and Disclosure Interpretation 103.04 for guidance.
Use of Proceeds, page 35
2.If you plan to use proceeds from the offering to acquire the six real estate brokerage
businesses and/or repay debt, please disclose.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 May 9, 2022 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
May 9, 2022
Page 2
Unaudited Pro Forma Financial Statements, page 54
3.We note your disclosure on page 10 of shares issuable upon closing of the offering.
Please tell us how you have considered these issuances in your pro forma balance sheet
and pro forma statement of income.   To the extent such issuances are already reflected
within your pro forma financial information, please expand your disclosures to reconcile
and/or explain such issuances in detail.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

CORRESP
1
filename1.htm

April 19, 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: 	Ms. Stacie Gorman / Ms. Brigitte
Lippmann

    Re:
    La Rosa Holdings Corp.

Draft Registration Statement
on Form S-1 Submitted December 17, 2021

CIK No. 0001879403

Dear Ms. Gorman and Ms. Lippman:

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 February 28, 2022 with respect to the Company’s Draft
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. 2 to the Form DRS-1 (the “Form DRS-1/A”)
submitted concurrently with the submission of this letter in response to the Staff’s comments.

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

Use of Proceeds, page 35

1. We note your response to comment 1 and
your revised disclosure that you have signed agreements with five of your franchisees to acquire a majority interest in their real
estate brokerage businesses. Please file these agreements as exhibits in accordance with Item 601(b)(10) of Regulation S-K or advise.

The five agreements have been filed as Exhibits 10.39 to 10.43,
inclusive.

Management, page 75

2. We note your response to comment 3. As
previously requested, please file as exhibits the consents of the board nominees to be named as directors pursuant to Rule 438
of Regulation C.

The director nominee consents have been filed as Exhibits 99.1 through
99.4, inclusive.

Executive and Director Compensation, page 83

3. Please update your summary compensation table for the fiscal
year ended 2021.

The summary compensation table has been updated for the fiscal year
ended 2021.

Securities and Exchange Commission

April 19, 2022

Page 2

Transactions with Related Persons, page 94

4. We note your response to comment 5. Please
update your information for the fiscal year ended 2021. Also describe the lease by a member and the advances to the company by
the owner, a relative to the owner and member owned companies that are disclosed on page F-16 or advise.

The disclosure has been revised to provide
more information on the related party transactions.

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

Sincerely,

    /s/Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
February 28, 2022
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. 1 to Draft Registration Statement on Form S-1
Submitted February 10, 2022
CIK No. 0001879403
Dear Mr. La Rosa:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Use of Proceeds, page 30
1.We note your response to comment 1 and your revised disclosure that you have signed
agreements with five of your franchisees to acquire a majority interest in their real estate
brokerage businesses.  Please file these agreements as exhibits in accordance with Item
601(b)(10) of Regulation S-K or advise.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 February 28, 2022 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
February 28, 2022
Page 2
Management, page 57
2.We note your response to comment 3.  As previously requested, please file as exhibits the
consents of the board nominees to be named as directors pursuant to Rule 438 of
Regulation C.
Executive and Director Compensation, page 65
3.Please update your summary compensation table for the fiscal year ended 2021.
Transactions with Related Persons, page 74
4.We note your response to comment 5.  Please update your information for the fiscal year
ended 2021.  Also describe the lease by a member and the advances to the company by the
owner, a relative to the owner and member owned companies that are disclosed on page
F-16 or advise.
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.

United States securities and exchange commission logo
January 12, 2022
Joseph La Rosa
Chief Executive Officer
La Rosa Holdings Corp.
1420 Celebration Blvd.
2nd Floor
Celebration, FL 34747
Re:La Rosa Holdings Corp.
Draft Registration Statement on Form S-1
Submitted December 17, 2021
CIK No. 0001879403
Dear Mr. La Rosa:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted December 17, 2021
Use of Proceeds, page 30
1.Please revise your disclosure to provide the information required by Item 504 of
Regulation S-K.

 FirstName LastNameJoseph La Rosa
 Comapany NameLa Rosa Holdings Corp.
 January 12, 2022 Page 2
 FirstName LastName
Joseph La Rosa
La Rosa Holdings Corp.
January 12, 2022
Page 2
Managment's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 42
2.We note your disclosure that the changes in revenues and expenses from 2019 to 2020
primarily relate to a change in the corporate model of company owned agencies to
franchising.  Please elaborate on the change that was made and how it impacted your
revenues and expenses.
Management, page 57
3.We note you have identified director nominees.  Please file the consent of each director
nominee as an exhibit to your registration statement.  See Rule 438 of Regulation C under
the Securities Act.
Involvement in Certain Legal Proceedings, page 64
4.We note your statement: "Except as included below...."  It is not clear what this statement
is referring to.  Please advise or revise as appropriate.
Transactions with Related Persons, page 74
5.We note the related party transactions described in Note 4 to your financial statements.
Please provide the disclosure required by Item 404 of Regulation S-K.
Note 8. Segments, page F-19
6.We note your disclosure throughout the filing that your experienced agents receive a
100% commission split.  We also note your disclosure on page 36 that your residential
brokerage revenue derives from percentage fees paid on agent-generated residential real
estate transactions.  Please clarify what other amounts are recognized as revenue in your
Real Estate Brokerage Services segment, and tell us what your profit from this segment
primarily consists of.
            You may contact Eric McPhee at 202-551-3713 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ross David Carmel, Esq.