As filed with the Securities and Exchange Commission on September 12, 2023
Registration No. 333-264372
Amendment No. 13
to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LA ROSA HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Nevada | 6531 | 87-1641189 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
1420 Celebration Blvd., 2nd Floor
Celebration, FL 34747
(321) 250-1799
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Joseph La Rosa
Chief Executive Officer
1420 Celebration Blvd., 2nd Floor
Celebration, FL 34747
(321) 250-1799
(Name, address, including zip code and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Ross D. Carmel, Esq. New York, NY 10018 | M. Ali Panjwani, Esq. Pryor Cashman LLP 7 Times Square New York, NY 10036 (212) 421-4100 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer x | Smaller reporting company x |
Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 13 to the Registration Statement on Form S-1 (File No. 333-264372) is filed solely to amend Exhibit 5.1 thereto. Accordingly, this Amendment No. 13 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) Exhibits.
99.6† | La Rosa Holdings Corp. Compensation Committee Charter | |
99.7† | La Rosa Holdings Corp. Nominating and Corporate Governance Committee Charter | |
107† | Calculation of Filing Fee Tables |
# Management contracts or compensatory plans, contracts or arrangements.
† Previously filed.
(b) Financial Statement Schedules.
The financial statement schedules have been omitted because they are not applicable, not required, or the information is included in the combined financial statements or notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Celebration, State of Florida, on September 12, 2023.
LA ROSA HOLDINGS CORP. | ||
By: | /s/ Joseph La Rosa | |
Name: | Joseph La Rosa | |
Title: | President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Joseph La Rosa | Founder, President, Chief Executive Officer, and Director (Principal Executive Officer) | September 12, 2023 | ||
Joseph La Rosa | ||||
/s/ Kent Metzroth* | Chief Financial Officer (Chief Accounting Officer) | September 12, 2023 | ||
Kent Metzroth | ||||
/s/ Michael A. La Rosa* | Director | September 12, 2023 | ||
Michael A. La Rosa | ||||
/s/ Ned L. Siegel* | Director | September 12, 2023 | ||
Ned L. Siegel | ||||
/s/ Thomas Stringer* | Director | September 12, 2023 | ||
Thomas Stringer | ||||
/s/ Jodi R. White* | Director | September 12, 2023 | ||
Jodi R. White |
*By Joseph La Rosa, Attorney-In-Fact