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
 Joseph La Rosa
FirstName LastNameJoseph La Rosa
La Rosa Holdings Corp.
Comapany
October 27,NameLa
            2022 Rosa Holdings Corp.
October
Page 2 27, 2022 Page 2
FirstName LastName
         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
 Joseph La Rosa
FirstName LastNameJoseph La Rosa
La Rosa Holdings Corp.
Comapany
October 27,NameLa
            2022 Rosa Holdings Corp.
October
Page 3 27, 2022 Page 3
FirstName LastName
         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.
 Joseph La Rosa
FirstName LastNameJoseph La Rosa
La Rosa Holdings Corp.
Comapany
October 27,NameLa
            2022 Rosa Holdings Corp.
October
Page 4 27, 2022 Page 4
FirstName LastName
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.
 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,
FirstName LastNameJoseph La Rosa
                                                         Division of
Corporation Finance
Comapany NameLa Rosa Holdings Corp.
                                                         Office of Real Estate
& Construction
October 27, 2022 Page 5
cc:       Ross David Carmel, Esq.
FirstName LastName