La Rosa Holdings Corp S-1/A, filed Sep 12, 2023
La Rosa Holdings Corp. (SRTM)
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
Exhibit 5.1
September 12, 2023
La Rosa Holdings Corp.
1420 Celebration Blvd., 2nd Floor
Celebration, FL 34747
| RE: | La Rosa Holdings Corp. |
| Registration Statement on Form S-1 (File No. 333-264372) |
Ladies and Gentlemen:
We have acted as counsel to La Rosa Holdings Corp., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 19, 2022 (as amended, the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offer and sale by the Company of 1,000,000 shares (“Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), and the warrants to be issued to the representative of the several underwriters (“Representative’s Warrants”) and the shares of Common Stock underlying the Representative’s Warrants (“Representative’s Shares”). The Registration Statement also relates to the registration of the proposed offer and sale of up to 2,527,340 shares (the “Selling Stockholders Shares”) of Common Stock by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”). The Selling Stockholders Shares include a) 2,469,840 shares of Common Stock consist of shares underlying restricted stock units, shares exchanged for outstanding debt and shares issued for services rendered to a total of 168 Selling Stockholders, and b) 50,000 shares of Common Stock issuable upon exercise of the Representative’s Warrants (or 57,500 shares if the Representative (defined below) exercises the over-allotment option in full). The Firm Shares, the Representative’s Warrants, the Representative’s Shares and the Selling Stockholders Shares are collectively referred to as the “Securities.” The offering of the Securities by the Company pursuant to the Registration Statement, the prospectus that is a part of the Registration Statement (“Prospectus”) and the Underwriting Agreement (defined below) is referred to herein as the “Offering.”
The Securities are to be sold by the Company in an Offering pursuant to a definitive underwriting agreement (the “Underwriting Agreement”) approved by the Company’s Board of Directors, or a committee thereof, by and between the Company and Alexander Capital, L.P. (the “Representative”). This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and may be relied upon by all purchasers of the Securities in the offering described in the Prospectus.
In connection with our opinion expressed below we have examined originals or copies of the draft of the Underwriting Agreement, the form of the Representative’s Warrant, the Company’s Articles of Incorporation, as amended, filed with the Secretary of State of the State of Nevada (the “Articles”) and the Company’s Bylaws (the “Bylaws” and, together with the Articles, the “Charter Documents”), the Registration Statement, together with the exhibits filed as a part thereof and all other documents incorporated therein by reference, certain corporate proceedings of the Company’s board of directors (the “Board”) or a committee or committees of the Board relating to the Registration Statement, and such other agreements, documents, certificates and statements of the Company, and public or government officials, as we have deemed advisable, and have examined such questions of law as we have considered necessary.
We have assumed, and express no opinion as to, the genuineness of all signatures on documents submitted to us, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the absence of any termination, modification, waiver or amendment to any document reviewed by us, the absence of any other extrinsic agreements or documents that might change or affect the interpretation or terms of documents we have reviewed, and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.
We express 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 Representative’s Warrants, the laws of the State of New York.
In connection with our opinions expressed below, we have assumed that, (i) at or prior to the time of the issuance and delivery of any of the Securities there will not have occurred any change in the law or the facts affecting the validity of the Securities, any change in actions of the Board or the Company’s stockholders, or any amendments to the Charter Documents, and (ii) at the time of the offer, issuance and sale of any Securities no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, and (iii) that the Registration Statement will not have been modified or withdrawn. We also have assumed that the issuance and delivery of the Securities subsequent to the date hereof and the compliance by the Company with the terms of such Securities will not result in a violation of the Articles or any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body then having jurisdiction over the Company.
Based upon, and subject to, the foregoing, we are of the opinion that:
| (i) | the Firm Shares, when issued, sold and delivered in the manner and for the consideration stated in the Underwriting Agreement and the Registration Statement and in accordance with the resolutions adopted by the Board, will be legally issued, fully paid and non-assessable; |
| (ii) | when the Representative’s Warrants are issued, sold and delivered in the manner and for the consideration stated in the Underwriting Agreement and the Registration Statement, such Representative’s Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; |
| (iii) | the Representative’s Shares, when issued and delivered by the Company upon the valid exercise of the Representative’s Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable; and |
| (iv) | The Selling Stockholders Shares offered by the Selling Stockholders have been duly authorized for issuance and are validly issued, fully paid and non-assessable. |
The opinions set forth above are subject to the following additional assumptions:
(i) The Registration Statement and any amendment thereto (including any post-effective amendment) has become effective under the Securities Act, and such effectiveness shall not have been terminated, suspended or rescinded;
(ii) All Securities offered pursuant to the Registration Statement will be issued and sold (a) in compliance with all applicable federal and state securities laws, rules and regulations and solely in the manner provided in the Registration Statement, the Prospectus included therein and the Underwriting Agreement, and (b) only upon payment of the consideration fixed therefor in accordance with the Underwriting Agreement; and
(iii) To the extent that the obligations of the Company under any warrant agreement, or other agreement pursuant to which any Securities offered pursuant to the Registration Statement are to be issued or governed, including any amendment or supplement thereto, may be dependent upon such matters, we assume for purposes of this opinion letter that: (a) each party to any such agreement other than the Company will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) that each such other party will be duly qualified to engage in the activities contemplated thereby; (c) each such agreement and the applicable Securities will have been duly authorized, executed and delivered by each such other party and will constitute the valid and binding obligations of each such other party, enforceable against each such other party in accordance with their terms; (d) each such other party will be in compliance, with respect to acting in any capacity contemplated by any such agreement, with all applicable laws and regulations; and (e) each such other party will have the requisite organizational and legal power and authority to perform its obligations under each such agreement.
We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the related Prospectus under the caption “Legal Matters.” In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | |
| /s/ Carmel, Milazzo & Feil LLP | |
| Carmel, Milazzo & Feil LLP |