Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission File Number: 001-41588

LA ROSA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada

87-1641189

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

(321) 250-1799

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and formal fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock		LRHC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒	Smaller reporting company ☒
		Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 18, 2024, the registrant had 20,200,891 shares of common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		1

ITEM 1.	FINANCIAL STATEMENTS	1

	CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023	1

	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2024 AND 2023 (UNAUDITED)	2

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2024 AND 2023 (UNAUDITED)	3

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2024 AND 2023 (UNAUDITED)	5

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35

ITEM 4.	CONTROLS AND PROCEDURES	35

PART II. OTHER INFORMATION		36

ITEM 1.	LEGAL PROCEEDINGS	36

ITEM 1A.	RISK FACTORS	37

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	38

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	38

ITEM 4.	MINE SAFETY DISCLOSURES	38

ITEM 5.	OTHER INFORMATION	38

ITEM 6.	EXHIBITS	39

	SIGNATURES	51

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

	September 30, 2024			December 31, 2023
	(unaudited)			(audited)
Assets
Current assets:
Cash	$	1,811,608		$	959,604
Restricted cash		2,148,148			1,484,223
Accounts receivable, net of allowance for credit losses of $165,554 and $83,456, respectively		817,391			826,424
Other current assets		1,188			—
Total current assets		4,778,335			3,270,251

Noncurrent assets:
Property and equipment, net		17,739			14,893
Right-of-use asset, net		1,088,759			687,570
Intangible assets, net		5,673,222			4,632,449
Goodwill		8,102,089			5,702,612
Other long-term assets		26,853			21,270
Total noncurrent assets		14,908,662			11,058,794
Total assets	$	19,686,997		$	14,329,045
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,093,563		$	1,147,073
Accrued expenses		729,043			227,574
Contract liabilities		72,365			—
Line of credit		75,697			—
Derivative liability		50,040			—
Advances on future receipts		262,263			77,042
Accrued acquisition cash consideration		341,404			300,000
Notes payable, current		2,095,692			4,400
Lease liability, current		526,609			340,566
Total current liabilities		6,246,676			2,096,655

Noncurrent liabilities:
Note payable, net of current		643,734			615,127
Security deposits payable		1,821,582			1,484,223
Lease liability, noncurrent		581,622			363,029
Other liabilities		2,950			2,950
Total non-current liabilities		3,049,888			2,465,329
Total liabilities		9,296,564			4,561,984

Commitments and contingencies (Note 6)

Stockholders’ equity:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		—			—
Common stock - $0.0001 par value; 250,000,000 shares authorized; 18,560,199 and 13,406,480 issued and outstanding at September 30, 2024 and December 31, 2023, respectively		1,856			1,341
Additional paid-in capital		26,433,290			18,016,400
Accumulated deficit		(21,478,792	)		(12,107,756	)
Total stockholders’ equity – La Rosa Holdings Corp. shareholders		4,956,354			5,909,985
Noncontrolling interest in subsidiaries		5,434,079			3,857,076
Total stockholders’ equity		10,390,433			9,767,061
Total liabilities and stockholders’ equity	$	19,686,997		$	14,329,045

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	19,593,036		$	6,792,250		$	51,733,355		$	20,320,606

Cost of revenue		17,957,130			6,216,751			47,349,141			18,450,162

Gross profit		1,635,906			575,499			4,384,214			1,870,444

Operating expenses:
Sales and marketing		246,369			49,277			691,704			242,548
General and administrative		2,747,616			938,634			7,809,627			2,672,372
Stock-based compensation — general and administrative		389,711			5,041			4,054,821			79,341
Total operating expenses		3,383,696			992,952			12,556,152			2,994,261

Loss from operations		(1,747,790	)		(417,453	)		(8,171,938	)		(1,123,817	)
Other income (expense)
Interest expense, net		(98,566	)		(6,966	)		(197,425	)		(147,505	)
Loss on extinguishment of debt		(722,729	)		-			(722,729	)		-
Amortization of debt discount		(135,185	)		(207,887	)		(455,289	)		(882,781	)
Change in fair value of derivative liability		307,098			10,201			218,998			138,985
Other income, net		4,544			278,266			4,544			278,834
Net loss		(2,392,628	)		(343,839	)		(9,323,839	)		(1,736,284	)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries		59,540			—			47,197			—
Net loss after noncontrolling interest in subsidiaries		(2,452,168	)		(343,839	)		(9,371,036	)		(1,736,284	)
Less: Deemed dividend		920,038			—			1,150,706			—
Net loss attributable to common stockholders	$	(3,372,206	)	$	(343,839	)	$	(10,521,742	)	$	(1,736,284	)

Loss per share of common stock attributable to common stockholders
Basic and diluted	$	(0.21	)	$	(0.06	)	$	(0.70	)	$	(0.29	)

Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic and diluted		16,358,452			6,180,633			14,970,099			6,063,056

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

Three Months Ended	Preferred Stock Series X				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’			Noncontrolling Interest In		Total
September 30, 2024	Shares		Par Value		Shares		Amount		Capital		Deficit			Equity			Subsidiaries		Equity
Balance as of June 30, 2024		2,000	$	—		15,134,647	$	1,513	$	23,715,067	$	(19,026,624	)	$	4,689,956		$	5,374,539	$	10,064,495
Net loss												(2,452,168	)		(2,452,168	)		59,540		(2,392,628	)
Issuance of common stock for acquisitions						500,893		51		528,273					528,324			—		528,324
Equity awards issued with debt issuance						1,194,232		118		1,075,412					1,075,530					1,075,530
Stock-based compensation						455,769		46		389,665					389,711					389,711
Issuance of common stock for equity awards, net of shares withheld for taxes						1,274,658		128		724,873					725,001					725,001
Balance as of September 30, 2024		2,000	$	—		18,560,199	$	1,856	$	26,433,290	$	(21,478,792	)	$	4,956,354		$	5,434,079	$	10,390,433

Nine Months Ended	Preferred Stock Series X				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’			Noncontrolling Interest In		Total
September 30, 2024	Shares		Par Value		Shares		Amount		Capital		Deficit			Equity			Subsidiaries		Equity
Balance as of December 31, 2023		2,000	$	—		13,406,480		1,341		18,016,400		(12,107,756	)		5,909,985			3,857,076		9,767,061
Net loss												(9,371,036	)		(9,371,036	)		47,197		(9,323,839	)
Issuance of common stock for acquisitions						1,618,630		162		2,412,612					2,412,774			1,529,806		3,942,580
Equity awards issued with debt issuance						1,311,232		130		1,226,637					1,226,767					1,226,767
Stock-based compensation						945,769		95		4,054,726					4,054,821					4,054,821
Issuance of common stock for equity awards, net of shares withheld for taxes						1,278,088		128		722,915					723,043					723,043
Balance as of September 30, 2024		2,000	$	—		18,560,199		1,856		26,433,290		(21,478,792	)		4,956,354			5,434,079		10,390,433

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

(unaudited)

	Preferred Stock Series A				Preferred Stock Series X				Common Stock				Additional Paid-In		Accumulated			Total
Three Months Ended September 30, 2023	Shares		Par Value		Shares		Par Value		Shares		Amount		Capital		Deficit			Equity
Balance as of June 30, 2023		2,836	$	—		2,000	$	—		6,004,000	$	600	$	4,646,081	$	(5,681,764	)	$	(1,035,083	)
Net loss																(343,839	)		(343,839	)
Issuance of series A preferred stock		600		—										600,000					600,000
Issuance of common stock for deferred offering costs										250,168		25		1,250,815					1,250,840
Issuance of common stock related to debt maturity										30,000		3		149,997					150,000
Extinguishment of derivative liability related to exchange of convertible and related party debt														95,555					95,555
Stock-based compensation														5,041					5,041
Balance as of September 30, 2023		3,436	$	—		2,000	$	—		6,284,168	$	628	$	6,747,489	$	(6,025,603	)	$	722,514

	Preferred Stock Series A				Preferred Stock Series X				Common Stock				Additional Paid-In		Accumulated			Total
Nine Months Ended September 30, 2023	Shares		Par Value		Shares		Par Value		Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2022		—	$	—		2,000	$	—		6,000,000	$	600	$	1,410,724	$	(4,289,319	)	$	(2,877,995	)
Net loss																(1,736,284	)		(1,736,284	)
Issuance of series A preferred stock		3,436		—										3,446,468					3,446,468
Issuance of common stock for deferred offering costs										250,168		25		1,250,815					1,250,840
Issuance of common stock related to debt maturity										30,000		3		149,997					150,000
Extinguishment of derivative liability related to exchange of convertible and related party debt														410,144					410,144
Stock-based compensation														79,341					79,341
Shares issued under employee agreements										4,000		—		—					—
Balance as of September 30, 2023		3,436	$	—		2,000	$	—		6,284,168	$	628	$	6,747,489	$	(6,025,603	)	$	722,514

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(unaudited)

	Nine Months Ended September 30,
	2024			2023

Cash Flows from Operating Activities:
Net loss	$	(9,323,839	)	$	(1,736,284	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		4,054,821			79,341
Amortization and deprecation		725,866			—
Noncash lease expense		376,631			—
Change in fair value of derivatives		(218,998	)		(138,985	)
Amortization of debt discount and financing fees		455,289			927,319
Loss on extinguishment of debt		722,729			—
Non-cash interest expense		9,029			56,877
Provision for credit losses		82,099			17,826
Changes in Operating Assets and Liabilities:
Accounts receivable		(60,859	)		132,513
Deposits and prepaid expenses		21,778			45,000
Accounts payable		752,181			(171,370	)
Accrued expenses		452,988			145,013
Contract liabilities		72,365			—
Security deposits payable		329,859			191,965
Operating lease liabilities		(384,875	)		—
Net Cash Used in Operating Activities		(1,932,936	)		(450,785	)
Cash Flows from Investing Activities:
Purchase of property, plant and equipment		(5,033	)		—
Cash acquired through acquisition of businesses, net of $240,470 cash paid for acquisitions		24,947			—
Net Cash Provided by Investing Activities		19,914			—
Cash Flows from Financing Activities:
Borrowings on bank line of credit		223,578			293,523
Payments on bank line of credit		(147,881	)		(277,695	)
Proceeds from notes payable		2,889,869			—
Payments deferred debt issuance costs		(395,407	)		—
Payments on notes payable		(949,556	)		(280,951	)
Proceeds from advances on future receipts		500,000			500,650
Payments on advances on future receipts		(521,463	)		(326,250	)
Payments on post-acquisition consideration		(120,000	)		—
Payments related to the public offering		—			(595,108	)
Payments to related party		—			(18,855	)
Proceeds from issuance of preferred stock		—			1,523,000
Proceeds from issuance of common stock		1,951,768			—
Withholding tax paid on behalf of employees on stock based awards		(1,957	)		—
Net Cash Provided by Financing Activities		3,428,951			818,314

Net Increase in Cash and Restricted Cash		1,515,929			367,529
Cash and Restricted Cash at Beginning of Period		2,443,827			1,529,922
Cash and Restricted Cash at End of Period	$	3,959,756		$	1,897,451

Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Interest	$	106,202		$	22,386
Taxes	$	—		$	—

Non-Cash Activities:
Derivative liability embedded in debt instruments	$	269,038		$	—
Issuance of 1,618,630 shares of common stock as consideration of acquisitions of businesses	$	2,412,774		$	—
Issuance of 1,081,030 shares of common stock as part of the issuance of notes payable	$	1,076,768		$	—
Issuance of 945,769 shares of common stock for services rendered	$	4,054,821		$	—
Issuance of 230,202 shares of common stock for accounts payable	$	150,000		$	—
Office leases acquired under operating lease obligations	$	796,573		$	—
Convertible debt and related party debt exchanged for 1,912 shares of Series A Convertible Preferred Stock	$	—		$	1,923,468
Decrease in accounts payable related to deferred offering costs	$	—		$	(77,204	)
Value of 250,168 shares of common stock issued for deferred offering costs	$	—		$	1,250,840
Issuance of 30,000 shares of common stock as part of the repayment of the OID Note	$	—		$	150,000
Settlement of conversion rights	$	—		$	410,144

Reconciliation of Cash and Restricted Cash
Cash	$	1,811,608		$	350,276
Restricted Cash		2,148,148			1,547,175
Cash and Restricted Cash	$	3,959,756		$	1,897,451

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

La Rosa Holdings Corp. and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The Company has made estimates and judgements affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited and reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented, which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to the Company’s going concern assessment. The carrying amounts of assets and liabilities presented in the unaudited condensed financial statements do not necessarily purport to represent realizable or settlement values.

The unaudited condensed consolidated financial statements include the financial statements of the Company, all entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated. Business combinations consummated during the reporting period are reflected in the Company’s results effective from the date of acquisition through the end of the reporting period.

Results of the three- and nine-month periods ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the Company as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K. The condensed consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited financial statements referred to above.

Liquidity – Going Concern and Management’s Plans

On September 30, 2024, the Company had a cash balance of $1.8 million and negative working capital of $1.5 million.

The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become profitable, the Company will require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. Until such time that the Company fully implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company. As such, the Company anticipates that its existing working capital, including cash on hand, and cash generated from operations will not be sufficient to meet projected operating expenses for the foreseeable future through at least twelve months from the issuance of the consolidated financial statements. The Company will be required to raise additional capital to service its promissory notes, to repay the principal balance of each of the notes, and to fund ongoing operations.

The Company has incurred recurring net losses, and the Company’s operations have not provided net positive cash flows. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company plans on continuing to expand via acquisition, which will help achieve future profitability, and the Company has plans to raise capital from outside investors, as it has done in the past, to fund operating losses and to provide capital for further business acquisitions. There can be no assurance the Company can successfully raise the capital needed.

Reclassifications

Certain items in the prior period’s condensed consolidated financial statements have been reclassified to conform to the current year presentation reflected in the financial statements. Specifically, stock-based compensation was separated from general and administrative expenses on the condensed consolidated statements of operations.

La Rosa Holdings Corp. and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Recently Adopted Accounting Standards

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain disclosures for equity securities subject to contractual sale restrictions. ASU 2022-03 is effective for the Company in the fiscal year beginning after December 15, 2023. The Company adopted the standard beginning in fiscal year 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The ASU is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the standard beginning in fiscal year 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”). The amendments are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating the ASU to determine its impact on the Company’s income tax disclosures.

Note 2 — Business Combinations

The Company has completed a number of acquisitions in the first nine months of 2024 and will acquire additional businesses in the future. The results of businesses acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. The Company allocates the purchase price, which is the sum of the consideration provided and may consist of cash, equity, or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies.

To date, the assets acquired and liabilities assumed in the Company’s business combinations have primarily consisted of goodwill and finite-lived intangible assets, consisting primarily of franchise agreements, agent relationships, real estate listings, non-compete agreements, customer relationships, workforce and right-of-use assets. The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, and the specific characteristics of the identified intangible assets. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions and competition. In connection with the determination of fair values, the Company engages independent appraisal firms to assist with the valuation of intangible assets acquired and certain assumed obligations.

Transaction costs associated with business combinations are expensed as incurred.

During the first nine months of 2024, the Company acquired majority ownership of the following franchisees of the Company: La Rosa Realty Georgia LLC (“Georgia”), La Rosa Realty California (“California”), La Rosa Realty Lakeland LLC (“Lakeland”), and La Rosa Realty Success LLC (“Success”) and 100% ownership of La Rosa Realty Winter Garden LLC (“Winter Garden”), BF Prime LLC (“BF Prime”), and Nona Title Agency LLC (“Nona Title”). The first six franchises engage mostly in residential real estate brokerage services to the public primarily through sales agents and also provide coaching and support services to agents on a fee basis. Nona Title is a full-service escrow, settlement, and title company whose role is to lead and coordinate the closing between all parties involved in the transaction.

La Rosa Holdings Corp. and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

The following table summarizes the purchase consideration and the purchase price allocation to the estimated fair values of the identifiable assets acquired and liabilities assumed for the seven acquisitions. The values assigned to certain acquired assets and liabilities are preliminary as the Company is continuing to evaluate the fair value of the assets and liabilities and may be adjusted as further information becomes available during the allocation period of up to 12 months from the acquisition date.

	Winter Garden			Georgia			California			Lakeland			Success			BF Prime			Nona Title			Total
Acquired ownership		100	%		51	%		51	%		51	%		51	%		100	%		100	%
Acquisition date		2/21/2024			3/7/2024			3/15/2024			4/18/2024			5/25/2024			8/19/2024			8/21/2024
Common stock issued		268,858			276,178			1,387			514,939			56,375			39,739			461,154			1,618,630

Cash consideration	$	—		$	—		$	—		$	50,000		$	10,000		$	5,890		$	174,580		$	240,470
Equity consideration		352,204			516,453			123,113			823,903			68,778			44,111			484,212		$	2,412,774
Total purchase price	$	352,204		$	516,453		$	123,113		$	873,903		$	78,778		$	50,001		$	658,792		$	2,653,244
Noncontrolling interest		—			496,200			118,285			839,632			75,689			—			—			1,529,806
Acquisition date fair value	$	352,204		$	1,012,653		$	241,398		$	1,713,535		$	154,467		$	50,001		$	658,792		$	4,183,050

Purchase price allocation	$	352,204		$	1,012,653		$	241,398		$	1,713,535		$	154,467		$	50,001		$	658,792		$	4,183,050
Less fair value of net assets acquired:
Cash		17,623			79,553			1,436			32,935			171			4,542			129,157		$	265,417
Working capital (less cash)		(17,148	)		(54,991	)		(45,027	)		(59,325	)		(21,323	)		(3,817	)		(128,306	)	$	(329,937	)
Intangible assets		171,767			446,657			111,202			815,411			104,798			9,632			102,619		$	1,762,086
Long-term assets		—			91,118			106,542			129,521			22,697			14,545			—		$	364,423
Long-term liabilities		—			(98,641	)		(69,449	)		(94,591	)		(8,236	)		(7,500	)		—			(278,417	)
Net assets acquired		172,242			463,696			104,704			823,951			98,107			17,402			103,470			1,783,572
Goodwill	$	179,962		$	548,957		$	136,694		$	889,584		$	56,360		$	32,599		$	555,322		$	2,399,478

Goodwill generated from the acquisition is primarily attributable to expected synergies from future growth and strategic advantages provided through expansion and is not expected to be deductible for income tax purposes.

The classes of intangible identifiable assets acquired and the estimated useful life of each class is presented in the table below for the seven acquisitions:

	Winter Garden		Georgia		California		Lakeland		Success		BF Prime		Nona Title		Total
Franchise agreement (10 to 11 years)	$	146,990	$	356,200	$	92,367	$	511,453	$	48,302	$	7,771	$	—	$	1,163,083
Agent relationships (8 to 11 years)		—		43,447		7,657		147,455		—		—		102,619		301,178
Real estate listings (1 year)		22,239		37,310		10,417		129,847		55,228		1,526		—		256,567
Non-compete agreements (4 years)		2,538		9,700		761		26,656		1,268		335		—		41,258
Total identifiable intangible assets acquired	$	171,767	$	446,657	$	111,202	$	815,411	$	104,798	$	9,632	$	102,619	$	1,762,086

The amounts of revenue, cost of revenue, gross profit, and loss from operations before income taxes of the seven acquisitions included in the Company’s condensed consolidated statement of operations from the date of the acquisition for the three- and nine-month periods ended September 30, 2024 is as follows:

	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2024		2024
Revenue	$	3,747,768	$	7,000,849
Cost of revenue	$	3,413,612	$	6,395,796
Gross profit	$	334,156	$	605,053
Loss before provision for income taxes	$	141,839	$	236,410

The following unaudited pro forma financial information presents the combined operating results of the Company and the 2024 acquisitions as if each acquisition had occurred as of January 1, 2023. The unaudited pro forma financial information includes the accounting effects of the business combinations, including adjustments to the amortization of intangible assets. The unaudited pro forma information does not necessarily reflect the actual results that would have been achieved, nor is it necessarily indicative of the Company’s future consolidated results.

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

The unaudited pro forma financial information is presented in the table below for the nine-month periods ended September 30, 2024 and 2023:

	Nine Months Ended
	September 30,
	2024			2023

Revenue	$	54,378,721		$	18,792,646
Cost of revenue		49,592,570			16,576,555
Gross profit	$	4,786,151		$	2,216,091

Loss before provision for income taxes	$	(8,565,144	)	$	(2,933,631	)
Loss per share of common stock attributable to common stockholders, basic and diluted	$	(0.61	)	$	(0.28	)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders		15,852,396			10,372,037

Note 3 — Assets

Accounts Receivable and Allowance for Credit Losses

The Company’s trade accounts receivable consist of balances due from agents, tenants, franchisees, and commissions for closings and are presented on the condensed consolidated balance sheet, net of the allowance for credit losses. The allowance is determined by a number of factors, including age of the receivable, current economic conditions, historical losses, and management’s assessment of the financial condition of the debtor. Receivables are written off once they are deemed uncollectible, which may arise when the debtor is deemed unable to pay the amounts owed to the Company. The allowance for credit losses of uncollectible accounts receivable is recorded to general and administrative expense.

Accounts Receivable Roll-forward	Accounts Receivable, Gross		Allowance for Doubtful Accounts			Accounts Receivable, Net
December 31, 2023	$	909,880	$	(83,456	)	$	826,424
Increase in accounts receivable		73,065					73,065
Bad debt expense				(83,943	)		(83,943	)
Reduction in revenue				(10,194	)		(10,194	)
Accounts receivable write-offs				12,039			12,039
September 30, 2024	$	982,945	$	(165,554	)	$	817,391

Intangible Assets

Intangible assets consist of franchise agreements, agent relationships, real estate listings, and non-compete agreements, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined. The Company continues to assess potential triggering events related to the value of its intangible assets and concluded that there were no indicators of impairment during the nine months ended September 30, 2024.

The components of purchased intangible assets were as follows:

	Weighted Average
	Remaining	September 30, 2024						December 31, 2023
	Amortization	Gross						Gross
	Period (in years)	Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount
Franchise agreement	10	$	4,906,164	$	350,143	$	4,556,021	$	3,743,081	$	32,334	$	3,710,747
Agent relationships	8		823,958		68,875		755,083		522,780		8,692		514,088
Real estate listings	0		555,366		340,793		214,573		298,798		28,366		270,432
Non-compete agreements	3		182,182		34,637		147,545		140,924		3,742		137,182
Total	9	$	6,467,670	$	794,448	$	5,673,222	$	4,705,583	$	73,134	$	4,632,449

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2024, amortization expense was $283 thousand and $721 thousand, respectively. There was no amortization expense in the three- and nine-month periods ended September 30, 2023. Based on the intangible assets recorded at September 30, 2024, and assuming no subsequent additions or impairment of the underlying assets, the remaining estimated amortization expense is expected to be as follows:

	Amortization
2024	$	284,739
2025		694,781
2026		611,958
2027		608,345
2028		568,353
Thereafter		2,905,046
Total	$	5,673,222

Note 4 — Liabilities

Fair Value Measurements

Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classified certain liabilities based on the following fair value hierarchy:

●

Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

●

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

●

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts.

The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses reflected in the condensed consolidated financial statements approximate fair value due to their short-term maturities.

The Company determined that the first warrants on the three Convertible Note transactions qualified as derivative liabilities and were recorded at fair value on the date of issuance and are re-measured at fair value each reporting period with the change reported in earnings. See Note 5 — Borrowings for additional information on the Convertible Note transactions.

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows:

	September 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability (See Note 5)	$	—	$	—	$	50,040	$	50,040	$	—	$	—	$	—	$	—

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the three-month periods ended September 30, 2024 and 2023:

	2024			2023
Balance – June 30,	$	317,400		$	587,006
Issuance of common stock related to the derivative liability		—			(157,500	)
Issuance of derivative liabilities		39,738
Extinguishment of derivative liability		—			(95,555	)
Change in fair market value		(307,098	)		(10,201	)
Balance – September 30,	$	50,040		$	323,750

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the nine-month periods ended September 30, 2024 and 2023:

	2024			2023
Balance – January 1,	$	—		$	1,022,879
Issuance of derivative liabilities		269,038			7,500
Issuance of common stock related to the derivative liability		—			(157,500	)
Extinguishment of derivative liability		—			(410,144	)
Change in fair market value		(218,998	)		(138,985	)
Balance – September 30,	$	50,040		$	323,750

The fair value of the derivative liability was computed using the Black Scholes model both when issued and on the balance sheet date. To determine the fair value, the Company incorporated transaction details such as the price of the Company’s common stock, contractual terms, maturity, and risk-free rates, as well as assumptions about future financings, volatility, probability of contingencies, and holder behavior. The fair value of the derivative liabilities on the issuance dates and the balance sheet date and the assumptions used in the Black-Scholes model are set forth in the table below.

	February 20,			April 1,			July 16,			September 30,
	2024			2024			2024			2024
Weighted average fair value	$	0.78		$	0.91		$	0.86		$	0.17
Stock Price	$	1.50		$	1.66		$	1.54		$	0.65
Strike Price	$	3.00		$	3.00		$	3.00		$	3.00
Dividend yield		—			—			—			—
Expected volatility factor		77.5	%		78.5	%		75.1	%		71.1	%
Risk-free interest rate		4.3	%		4.3	%		4.1	%		3.6	%
Expected life (in years)		5.0			5.0			5.0			4.7

Contract Liabilities and Performance Obligations

Contract liabilities consist of unsatisfied performance obligations related to annual dues received at the start of the calendar year. As of September 30, 2024, the Company has approximately $72 thousand of remaining performance obligations, all of which will be recognized into revenue by the end of the calendar year. The Company has elected to exclude disclosures regarding remaining performance obligations that have an original expected duration of one year or less.

Note 5 — Borrowings

Line of Credit

The Company has a line of credit with Regions Bank that allows for advances up to $150,000 with interest at the Prime Rate plus 4.75% with a floor of 4.75% and no maturity date. On September 30, 2024 we had $75 thousand drawn, at a prime rate of 8.0% plus 4.75%, or 12.75% and as of December 31, 2023, no amount was drawn under the facility. The line of credit is collateralized by Company assets.

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Cash Advance Agreements

On July 3, 2023, the Company entered into a standard merchant cash advance agreement (the “Cash Advance”) with Cedar Advance LLC (“Cedar”) for the purchase and sale of future receipts pursuant to which the Company sold in the aggregate $764,150 in future receipts of the Company for $500,650. The Company recorded a debt discount in the amount of $237,150 based upon the difference between the amount of future receipts sold and the actual proceeds received by the Company and debt issuance costs of $26,350. The debt discount and debt issuance costs were reflected as a reduction on the outstanding liability and were being amortized as non-cash interest expense using the effective interest method over the term of the agreement. The Cash Advance was fully repaid in January 2024. During the nine months ended September 30, 2024, non-cash interest expense of $7,420 was recorded from the amortization of the debt discount.

On May 20, 2024, the Company entered into another standard merchant cash advance agreement (the “2024 Cash Advance”) with Cedar for the purchase and sale of future receipts pursuant to which the Company sold in the aggregate $761,250 in future receipts of the Company for $500,000. Future receipts include cash, check, credit or debit card, electronic transfer, or other form of monetary payment. Until the purchase price has been repaid, the Company agreed to pay Cedar $23,000 per week. In addition, the Company granted Cedar a security interest in all the Company’s accounts, including deposit accounts and accounts receivable and proceeds. The Company recorded a debt discount in the amount of $236,250 based upon the difference between the amount of future receipts sold and the actual proceeds received by the Company and debt issuance costs of $25,000. The debt discount and debt issuance costs were reflected as a reduction on the outstanding liability and are being amortized as non-cash interest expense using the effective interest method over the term of the agreement. During the three and nine months ended September 30, 2024, non-cash interest expense of $136,462 and $199,263, respectively, was recorded from the amortization of the debt discount. As of September 30, 2024, the remaining gross balance of the Cash Advance was $324,250, with a remaining unamortized discount of $61,987, for a net balance of $262,263, which will be fully repaid by January 2025.

Notes Payable-Senior Secured Promissory Notes

On February 20, 2024, the Company entered into a securities purchase agreement with an accredited investor for the issuance of a senior secured promissory note with an aggregate principal amount of $1,052,632 with a maturity date twelve months from the issue date. The note has an original issue discount of 5% and a coupon rate of 13% per annum. In addition, the Company issued 67,000 shares of the Company’s common stock as a commitment fee, a warrant to purchase 120,000 shares of the Company’s common stock with an exercise price of $3.00, exercisable until the five-year anniversary of the closing date, and a second warrant to purchase 95,000 shares of the Company’s common stock with an exercise price of $2.25. The second warrant will only become exercisable if the note is not fully paid on or before the maturity date, at which point the warrant is exercisable until the five-year anniversary of the vesting date. The second warrant will be cancelled and extinguished if the note is fully paid on or before the note maturity date. The Company also agreed to register the securities issued to the investor by filing a registration statement with the U.S. Securities and Exchange Commission within ninety (90) calendar days from the date of the agreement. The investor also has a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance, and discharge in full of all of the Company’s obligations under the note. The principal amount and interest under the note are convertible into shares of the Company’s common stock at a conversion price of $2.50 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lower of $2.50 or 85% of the lowest volume weighted average price (VWAP) of the shares prior to five days of the conversion. The securities purchase agreements contain customary representations and warranties and agreements and obligations of the parties. The proceeds of the note will be used for business development and general working capital purposes. In connection with this financing, the Company also issued to its placement agent, Alexander Capital L.P. (“Alexander Capital”), a 5-year warrant to purchase 21,053 shares of the Company’s common stock at an exercise price of $1.50 per share. During the three months ended September 30, 2024, the investor converted $69,534 of accrued interest and $746,440 of principal to 881,130 shares of common stock.

On April 1, 2024, the Company entered into a securities purchase agreement with an accredited investor for the issuance of a senior secured promissory note with an aggregate principal amount of $1,316,000 with a maturity date twelve months from the issue date. The note has an original issue discount of 5% and a coupon rate of 13% per annum. In addition, the Company issued 50,000 shares of the Company’s common stock as a commitment fee, a warrant to purchase 150,000 shares of the Company’s common stock with an exercise price of $3.00, exercisable until the five-year anniversary of the closing date, and a second warrant to purchase 152,300 shares of the Company’s common stock with an exercise price of $2.25. The second warrant will only become exercisable if the note is not fully paid on or before the maturity date, at which point the warrant is exercisable until the five-year anniversary of the vesting date. The second warrant will be cancelled and extinguished if the note is fully paid on or before the note maturity date. The Company also agreed to register the securities issued to the investor by filing a registration statement with the U.S. Securities and Exchange Commission within ninety (90) calendar days from the date of the agreement. The investor also has a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance, and discharge in full of all of the Company’s obligations under the note. The principal amount and interest under the note are convertible into shares of the Company’s common stock at a conversion price of $2.50 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lower of $2.50 or 85% of the lowest VWAP of the shares prior to five days of the conversion. The securities purchase agreements contain customary representations and warranties and agreements and obligations of the parties. The proceeds of the note will be used for business development and general working capital purposes. During the three months ended September 30, 2024, the investor converted $71,713 of accrued interest to 53,100 shares of common stock.

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

On July 16, 2024, the Company entered into a securities purchase agreement with an accredited investor for the issuance of a senior secured promissory note with an aggregate principal amount of $444,600 with a maturity date twelve months from the issue date. The note has an original issue discount of 5% and a coupon rate of 13% per annum. In addition, the Company issued 29,800 shares of the Company’s common stock as a commitment fee, a warrant to purchase 53,700 shares of the Company’s common stock with an exercise price of $3.00, exercisable until the five-year anniversary of the closing date, and a second warrant to purchase 54,200 shares of the Company’s common stock with an exercise price of $2.25. The second warrant will only become exercisable if the note is not fully paid on or before the maturity date, at which point the warrant is exercisable until the five-year anniversary of the vesting date. The second warrant will be cancelled and extinguished if the note is fully paid on or before the note maturity date. The Company also agreed to register the securities issued to the investor by filing a registration statement with the U.S. Securities and Exchange Commission within ninety (90) calendar days from the date of the agreement. The investor also has a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance, and discharge in full of all of the Company’s obligations under the note. The principal amount and interest under the note are convertible into shares of the Company’s common stock at a conversion price of $2.50 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lower of $2.50 or 85% of the lowest VWAP of the shares prior to five days of the conversion. The securities purchase agreements contain customary representations and warranties and agreements and obligations of the parties. The proceeds of the note will be used for business development and general working capital purposes.

The Company evaluated the terms of the securities purchase agreements and determined that the commitment shares and the first warrants are freestanding instruments. The Company determined the commitment shares are classified as equity, which are initially recorded at fair value with no subsequent remeasurement. The Company determined that the first warrants are classified as a derivative liability, which were initially recorded at fair value with changes in fair value recorded in earnings. The second warrants and certain terms within the debt notes are contingent upon certain possible events that are within the Company’s control. The Company determined that the contingencies are not probable and, as such, are not recorded as contingent liabilities.

The Company incurred issuance costs that were directly attributable to issuing the debt instruments in the amount of $346,248, which includes placement fees of $202,518 paid to Alexander Capital. Of the debt issuance costs, $326,879 was paid in cash and the remainder is the value of a warrant issued to Alexander Capital. The Company determined that the warrant issued to Alexander Capital is classified as equity. The issuance costs were not specifically related to any instrument within the transactions and, as such, were allocated in the same proportion as the proceeds were allocated to each of the debt transactions, the committed shares, and the warrants.

The Senior Secured Promissory Notes are comprised of the following:

	September 30,
Senior Secured Promissory Notes	2024
Principal amount	$	1,890,192
Unamortized debt discount		—
Net carrying value	$	1,890,192

On September 25, 2024, the Company entered into an agreement to amend the three Senior Secured Promissory Notes entered into in February, April, and July of 2024. The amendment extended the maturity date for all three notes to August 1, 2025, and delayed payments until February 1, 2025. In lieu of all payments required under the original notes, $250,000 per month will be paid beginning February 1 and each month after, until all three notes are paid in full. In addition, $200,000 was paid on September 30 and applied to the February note. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss of $722,729 during the three months ended September 30, 2024. The Company accrued interest on the notes totaling $90,281 and $181,203 during the three and nine -month period ending September 30, 2024, respectively.

Notes Payable-Promissory Note

On September 26, 2024, the Company entered into a promissory note payable whereby the Company borrowed $200,000 bearing interest at 12.5% per annum. The note is payable in three monthly installments of $75,000, beginning on November 1, 2024, with subsequent payments due on December 1, 2024, and January 1, 2025. The proceeds of the note were used to pay down the convertible note entered into in February discussed above.

Notes Payable-Economic Injury Disaster Loans

During the fourth quarter of 2023, the Company acquired two franchisees that had outstanding Economic Injury Disaster Loans (the “EIDL Loans”) in the aggregate of $263,000. During the first quarter of 2024, the Company acquired a franchise that had an outstanding EIDL Loan in the aggregate of $34,100. The Company acquired the EIDL Loans, and the EIDL loans have terms similar to the Company’s existing EIDL loans. The EIDL Loans mature in 2050 and bear interest at a rate of 3.75% per annum.

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Future maturities of Economic Injury Disaster Loans as of September 30, 2024, were as follows:

	September 30,
Economic Injury Disaster Loans-Future Maturities	2024
2024 – remainder of year	$	1,375
2025		5,500
2026		5,500
2027		5,500
2028		5,500
2029		5,500
Thereafter		620,359
Total	$	649,234

Total Notes Payable as of September 30, 2024 and December 31, 2023 were as follows:

	September 30,			December 31,
Notes Payable	2024			2023
Senior secured promissory note (SSPN) #1	$	106,192		$	—
Senior secured promissory note #2		1,316,000			—
Senior secured promissory note #3		468,000			—
Promissory note payable		200,000			—
Economic injury disaster loans (EIDL)		649,234			619,527

Current portion:
Less: current portion-SSPNs		(1,890,192	)		—
Less: current portion-Promissory note payable		(200,000	)		—
Less: current portion-EIDL		(5,500	)		(4,400	)
Notes payable, net of current	$	643,734		$	615,127

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Note 6 — Commitments and Contingencies

Leases

The Company has operating leases for office space in several states. Lease terms are negotiated on an individual basis. Generally, the leases have initial terms ranging from one to five years. Renewal options are typically not recognized as part of the right of use assets and lease liabilities as it is not reasonably certain at the lease commencement date that the Company will exercise these options to extend the leases. Leases with an initial term of twelve-months or less that do not include an option to purchase the underlying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term.

The Company leases its corporate office from an entity controlled by the Company’s CEO. In addition, some of the entities acquired in the fourth quarter of 2023 and the first quarter of 2024 lease their offices from their former owners, who now hold a minority interest in those entities.

Lease costs for the three-month periods ended September 30, 2024 and 2023 were $222,126 and $50,718, respectively, and lease costs for the nine-month periods ended September 30, 2024 and 2023 were $642,996 and $118,128, respectively. Lease costs are included in general and administrative expenses in the condensed consolidated statements of operations.

Supplemental cash flow information related to leases is as follows:

	Nine Months Ended
	September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities	$	448,783	$	—
Right-of-use assets obtained in exchange for lease liabilities	$	796,573	$	—

During the first nine months of 2024, the Company completed seven acquisitions, five of which had remaining lease terms beyond twelve months, resulting in an increase of $338,511 in right-of-use assets and lease liabilities.

Supplemental balance sheet information related to leases is as follows:

	September 30,		December 31,
	2024		2023
Assets:
Right-of-use assets	$	1,088,759	$	687,570

Liabilities:
Lease liability, current	$	526,609	$	340,566
Lease liability, noncurrent		581,622		363,029
	$	1,108,231	$	703,595

The Company’s leases do not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. The weighted average discount rate is 9.72%.

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Future maturities on lease liabilities as of September 30, 2024, are as follows:

	September 30,
	2024
2024 – remainder of year	$	189,795
2025		514,507
2026		342,062
2027		184,864
2028		16,639
Total minimum lease payments		1,247,867
Less: imputed interest		(139,636	)
Present value of lease obligations		1,108,231
Less: current portion		(526,609	)
Long-term portion of lease obligations	$	581,622

There were no leases with residual value guarantees.

Legal Proceedings

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and vicarious liability based upon conduct of individuals or entities outside of the Company’s control, including agents and third-party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur.

On February 13, 2023, Mr. Mark Gracy, who served as the Company’s Chief Operating Officer from November 18, 2021 to November 15, 2022, filed a civil lawsuit in the Circuit Court of Osceola County, Florida, seeking a jury trial and claiming that the Company breached his employment agreement by reducing his salary and failing to pay him his full severance payments and is looking for payment of his alleged severance of $249,000. On April 11, 2023, the Company filed a motion to dismiss Mr. Gracy’s complaint, which is still pending.

On September 5, 2023, Mr. Anthony Freites, who was an alleged independent contractor of La Rosa Realty, LLC from January 13, 2013 until June of 2021, filed an amended complaint in the Circuit Court of Osceola County, Florida, seeking a jury trial and claiming that the Company breached his contract and is looking for payment of commissions on alleged closed real estate sales as an independent contractor in the amount unspecified but allegedly including actual damages, compensatory damages, attorney’s fees, costs, and prejudgment interest. On October 12, 2023, the Company filed a motion to dismiss Mr. Freites’ complaint. A mediation occurred on September 6, 2024 and the case was resolved. This case is now closed and the settlement was immaterial.

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

On January 3, 2024, Ms. Sarah Palmer filed a putative national class action complaint against La Rosa Realty, LLC in the United States District Court, Middle District of Florida, Orlando Division. Ms. Palmer alleges that she received two (2) brief pre-recorded calls one week apart to her cell phone from La Rosa Realty, LLC presenting her an employment opportunity as a real estate agent. Ms. Palmer seeks an undisclosed amount of monetary damages from La Rosa Realty, LLC for the alleged would-be injurious, isolated and opportunistic employment gestures to her through a purported nationwide class action. Ms. Palmer claims that the defendant violated her privacy, annoyed and harassed her, constituted a nuisance, and occupied her telephone line. On March 12, 2024 La Rosa Realty, LLC filed a motion to dismiss the case with prejudice, which is still pending.

On July 19, 2024, LPT Realty, LLC commenced a civil action in the Ninth Judicial Circuit in Orange County, Florida against La Rosa Holdings Corp; Joseph La Rosa a/k/a Joe La Rosa; La Rosa Realty Lake Nona, Inc. n/k/a Nona Legacy Powered By La Rosa Realty, Inc.; & La Rosa Realty, LLC, seeking damages, reasonable royalty of all real estate transactions conducted by all the La Rosa defendants and injunctive relief for misappropriation of trade secrets as to all the defendants. The court ordered a mediation to take place within 45 days. The defendants filed a response to the complaint in the form of a motion to strike as sham, which is still pending.

On July 22, 2024, the Company’s subsidiary, Nona Legacy Powered by La Rosa Realty, Inc. commenced a civil action in the Ninth Judicial Circuit in Orange County, Florida against Olga Norkis Fernandez Valdez a/k/a Norkis Fernandez and LPT Realty, LLC. The plaintiff seeks monetary damages caused by Norkis Fernandez due to the breach of contract and breach of fiduciary duty by Ms. Fernandez as well as injunctive relief against Ms. Fernandez. The plaintiff also seeks damages against LPT Realty, LLC for tortious interference with a contractual relationship.

The Company believes that the above claims against the Company are without merit, and it will vigorously defend against such claims. Moreover, these claims, in the aggregate, would not have a material adverse effect on the Company’s financial condition, business, or results of operations, should the Company’s defense not be successful in whole or in part. Except as stated herein, there is no other action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting our Company or our officers or directors in their capacities as such.

Note 7 — Warrants

Warrants are issued to consultants as compensation or as part of certain capital raises which entitle the holder to purchase shares of the Company’s common stock at a fixed price.

Warrants issued to two investors who loaned money to the Company, Emmis Capital II, LLC and the Company’s CEO, Joseph La Rosa, on November 14, 2022 and December 2, 2022, respectively, included full ratchet antidilutive protections. The original warrants each covered 50,000 shares at a strike price of $5.00. The February 20, 2024 debt raise transaction required the Company to issue a warrant to Alexander Capital with a strike price of $1.50 (the fair market value of the Company’s common stock at the time of issuance). In accordance with the full ratchet antidilutive terms, the warrants were adjusted to reflect the strike price of the warrant issued to Alexander Capital and the number of shares covered by each of the warrants increased to 166,667. The difference in the fair value between each warrant immediately before and after the trigger was, in aggregate, $230,667, which is considered a deemed dividend. In addition, on August 7, 2024, the Company, entered into a securities purchase agreement with an institutional accredited investor, Brown Stone Capital Ltd., pursuant to which the Company agreed to issue up to 3,051,336 shares of the Company’s common stock, and/or pre-funded warrants to purchase shares of common stock, at $0.59 per share. The discount related to the shares purchased by Brown Stone resulted in a deemed dividend of $434,163. Pursuant to this agreement, on August 12, 2024, the Company issued 761,689 shares of common stock. In accordance with the full ratchet antidilutive terms tied to Emmis Capital II, LLC and Joseph La Rosa’s warrants, the warrants were adjusted to reflect the strike price of the common stock issued to Brown Stone Capital Ltd., and the number of shares covered by each of the warrants increased to 847,458, in the aggregate. The difference in the fair value between each warrant immediately before and after the trigger was, in aggregate, $485,876, which is considered a deemed dividend. These two transactions increased the basic net loss per share for common stockholders for the nine months ended September 30, 2024.

At September 30, 2024, warrants outstanding that have vested and are expected to vest are as follows:

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Shares		Price		(in years)		Value
Vested		1,282,211	$	2.01		3.50	$	49,153
Expected to vest		301,500		2.25		5.52		—
Total		1,583,711	$	2.06		3.88	$	49,153

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Additional information with respect to warrant activity:

			Weighted Average
	Number of		Exercise
	Shares		Price
Balance — December 31, 2023		937,458	$	1.68
Granted		646,253		2.60
Balance — September 30, 2024		1,583,711	$	2.06

On February 20, 2024, the Company entered into a securities purchase agreement with an accredited investor for the issuance of a senior secured promissory note. As part of the transaction, the Company issued two warrants, the first gives the investor the option to purchase 120,000 shares of the Company’s common stock with an exercise price of $3.00, exercisable until the five-year anniversary of the closing date. The second warrant gives the investor the option to purchase 95,000 shares of the Company’s common stock with an exercise price of $2.25. The second warrant will only become exercisable if the note is not fully paid on or before the maturity date, at which point the warrant is exercisable until the five-year anniversary of the vesting date. The second warrant will be cancelled and extinguished if the note is fully paid on or before the note maturity date.

On April 1, 2024, the Company entered into a securities purchase agreement with an accredited investor for the issuance of a senior secured promissory note. As part of the transaction, the Company issued two warrants, the first gives the investor the option to purchase 150,000 shares of the Company’s common stock with an exercise price of $3.00, exercisable until the five-year anniversary of the closing date. The second warrant gives the investor the option to purchase 152,300 shares of the Company’s common stock with an exercise price of $2.25. The second warrant will only become exercisable if the note is not fully paid on or before the maturity date, at which point the warrant is exercisable until the five-year anniversary of the vesting date. The second warrant will be cancelled and extinguished if the note is fully paid on or before the note maturity date.

On July 15, 2024, the Company entered into a securities purchase agreement with an accredited investor for the issuance of a senior secured promissory note. As part of the transaction, the Company issued two warrants, the first gives the investor the option to purchase 53,700 shares of the Company’s common stock with an exercise price of $3.00, exercisable until the five-year anniversary of the closing date. The second warrant gives the investor the option to purchase 54,200 shares of the Company’s common stock with an exercise price of $2.25. The second warrant will only become exercisable if the note is not fully paid on or before the maturity date, at which point the warrant is exercisable until the five-year anniversary of the vesting date. The second warrant will be cancelled and extinguished if the note is fully paid on or before the note maturity date.

Under an agreement between the Company and the Company’s underwriter, Alexander Capital, the Company issued a warrant to Alexander Capital as a result of the issuance of the promissory note on February 20, 2024. The holder of the warrant has the right to purchase 21,053 shares of the Company’s common stock with an exercise price of $1.50, exercisable until the five-year anniversary of the grant date.

As of September 30, 2024 and December 31, 2023, there was no unrecognized expense related to warrants.

The valuation methodology used to determine the fair value of the warrants was the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the warrant.

Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s estimated volatility is an average of the historical volatility of peer entities over the shorter of i) the period equal to the expected life of the award or ii) the period over which the peer company was publicly traded. The Company uses the historical volatility of peer entities due to the lack of sufficient historical data of its stock price.

The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the award at the grant date.

The weighted average fair value of warrants granted in the first nine months of 2024 and the assumptions used in the Black-Scholes model are set forth in the table below.

	September 30,
	2024
Weighted average fair value	$	0.76
Dividend yield		—
Expected volatility factor		69.0	%
Risk-free interest rate		4.3	%
Expected life (in years)		5.4

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Note 8 — Stockholders’ Equity

Common Stock Issuances

On February 20, 2024, April 1, 2024, and July 15, 2024, the Company entered into securities purchase agreements with the same accredited investor for the issuance of senior secured promissory notes. As part of these transactions, the Company issued 67,000 shares, 50,000 shares, and 29,800 shares respectively, of the Company’s common stock as commitment fees. The value of the shares was allocated to the debt discount.

In February 2024, the Company executed a service agreement with a service provider for efforts to initiate the Company’s brokerage business in Texas. The Company issued 5,000 shares of the Company’s unregistered, restricted common stock to the service provider, which were issued on February 22, 2024 and valued at $1.32 per share resulting in $6,589 of stock-based compensation expense.

In September 2023, the Company executed a consulting agreement with a service provider to supply certain investor relations services post-IPO. The Company extended the agreement in March 2024 and issued 225,000 shares of the Company’s unregistered, restricted common stock, which were issued on March 13, 2024 and valued at $1.76 per share resulting in $396,000 of stock-based compensation expense.

In May 2024, the Company executed three consulting agreements with service providers to supply certain investor relations services post-IPO. As part of these agreements, the Company issued an aggregate of 260,000 shares of the Company’s unregistered, restricted common stock, which were issued on May 17, 2024 and valued at $1.20 per share resulting in $312,000 of stock-based compensation expense.

During the quarter, $891,064 worth of principle and interest related to the first and second senior secured promissory notes were paid down through the issuance of 934,230 restricted common stock. Additionally, $150,000 worth of AP was paid down through the issuance of 230,202 shares of restricted common stock.

During the quarter, the Company issued 761,689 shares of restricted common stock and 509,498 in prefunded warrants in order to raise capital. The pre-funded warrants were exercised by quarter end. The restricted shares were granted at $0.59 per share and the pre-funded warrants were issued at $0.65 per share.

In September 2024, the Company executed a consulting agreement to receive certain investor relations services. As part of the agreement, the Company issued 230,769 shares of unregistered, restricted commons stock, which were issued on September 23, 2024 and valued at $0.65 per share.

During the first nine months of 2024, the Company purchased seven entities. A portion of the purchase price for all of the entities were settled by the issuance of an aggregate of 1,618,630 unregistered, restricted shares of the Company’s common stock. See Note 2 — Business Combinations for additional information.

Stock Option Awards

For the three-month period ended September 30, 2024, the Company recorded stock-based compensation for employee options of $7 thousand. There was no stock-based compensation for options for the three-month period ending September 30, 2023. For the nine-month periods ended September 30, 2024 and 2023, the Company recorded stock-based compensation for employees awards of $2.957 million and $46 thousand, respectively. The Company did not realize any tax benefits associated with share-based compensation for the three- and nine-month periods ended September 30, 2024 and 2023, as the Company recorded a valuation allowance on all deferred tax assets.

At September 30, 2024, options outstanding that have vested and are expected to vest are as follows:

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Shares		Price		(in years)		Value
Vested		3,652,910	$	1.75		9.28	$	—
Expected to vest		140,000		1.10		9.75		—
Total		3,792,910	$	1.73		9.29	$	—

Additional information with respect to stock option activity:

			Weighted
			Average
	Number of		Exercise
	Shares		Price
Balance — December 31, 2023		1,259,725	$	2.02
Granted		2,533,185		1.57
Balance — September 30, 2024		3,792,910	$	1.73

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

The weighted average fair value of stock options granted in the first nine months of 2024 and the assumptions used in the Black-Scholes model are set forth in the table below.

	September 30,
	2024
Weighted average fair value	$	0.70
Dividend yield		—
Expected volatility factor		70.5	%
Risk-free interest rate		3.7	%
Expected life (in years)		9.0

As of September 30, 2024, unrecognized compensation expense related to stock option awards totaled $102,444. As of December 31, 2023, there was no unrecognized compensation expense related to stock option awards.

Restricted Stock Units

On February 1, 2024, a Restricted Stock Unit (“RSU”) covering 4,000 shares granted to the Company’s Chief Technology Officer (“CTO”) vested. The Company withheld 1,187 shares to cover payroll tax withholding and issued 2,813 shares to the executive. The Company also granted a new RSU to the CTO on February 1, 2024, which will vest on the first anniversary of the grant.

For the three-month periods ending September 30, 2024 and 2023, the Company recorded $7,426 and $5,041, respectively, of share-based compensation expense related to the RSUs. For the nine-month periods ending September 30, 2024 and 2023, the Company recorded $12,940 and $13,205, respectively, of share-based compensation expense related to the RSUs. As of September 30, 2024, unrecognized compensation expense related to the awards was $68,569. The Company did not realize any tax benefits associated with share-based compensation for the three- and nine-month periods ended September 30, 2024 and 2023, as the Company recorded a valuation allowance on all deferred tax assets.

Note 9 — Earnings Per Share

Basic loss per share of common stock attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share of common stock attributable to common stockholders is computed by giving effect to all potential shares of common stock, including those related to the Company’s outstanding warrants, options and RSUs, to the extent dilutive. For all periods presented, these potential shares were excluded from the calculation of diluted loss per share because their inclusion would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. Two outstanding warrants covering the Company’s common stock included full ratchet antidilutive features. The features were triggered during the first and third quarters of fiscal year 2024. In the first quarter of fiscal year 2024, the strike price was reduced for both warrants from $5.00 to $1.50 and the number of shares increased from 50,000 to 166,667. The difference in the fair value between each warrant immediately before and after the trigger, in aggregate, was $230,667 during the first quarter of fiscal year 2024, which is considered a deemed dividend that increased the basic net loss per share for common stockholders. In the third quarter of fiscal year 2024, the strike price was reduced for both warrants from $1.50 to $0.59 and the number of shares increased from 166,667 to 423,729. The difference in the fair value between each warrant immediately before and after the trigger, in aggregate, was $485,876 during the third quarter of fiscal year 2024, which is considered a deemed dividend that increased the basic net loss per share for common stockholders. The Brown Stone prefunded warrant at 0.59 trigged the above mentioned antidilutive warrant adjustment resulting in the third quarter deemed dividend. The prefunded warrant in and of itself resulted in an additional deemed dividend in the amount of $434,163.

The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been antidilutive:

	Nine Months Ended
	September 30,
	2024		2023
Warrants		1,583,711		887,458
Options		3,792,910		60,000
Restricted stock units		69,209		—
Future equity shares		—		90,000
Total		5,445,830		1,037,458

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Note 10 — Segments

The Company’s business is organized into five material reportable segments which aggregate 100% of revenue:

Real Estate Brokerage Services (Residential)

Franchising Services

Coaching Services

Property Management

Real Estate Brokerage Services (Commercial)

The reporting segments follow the same accounting policies used in the preparation of the Company’s condensed consolidated financial statements. The following represents the information for the Company’s reportable segments for the three and nine months ended September 30, 2024 and 2023, respectively.

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2024			2023		2024			2023
Revenue by segment
Real estate brokerage services (residential)	$	16,484,016		$	3,848,991	$	42,580,179		$	11,851,678
Franchising services		65,713			217,450		278,902			734,235
Coaching services		125,262			182,393		469,279			464,603
Property management		2,853,735			2,512,810		8,156,002			7,169,786
Real estate brokerage services (commercial)		64,310			30,606		248,993			100,304
	$	19,593,036		$	6,792,250	$	51,733,355		$	20,320,606
Cost of goods sold by segment
Real estate brokerage services (residential)	$	14,968,472		$	3,525,248	$	38,642,509		$	10,886,249
Franchising services		123,294			119,491		376,836			338,073
Coaching services		70,893			97,607		255,557			241,476
Property management		2,754,610			2,474,125		7,900,050			6,983,494
Real estate brokerage services (commercial)		39,861			280		174,189			870
	$	17,957,130		$	6,216,751	$	47,349,141		$	18,450,162
Gross profit by segment
Real estate brokerage services (residential)	$	1,515,544		$	323,743	$	3,937,670		$	965,429
Franchising services		(57,581	)		97,959		(97,934	)		396,162
Coaching services		54,369			84,786		213,722			223,127
Property management		99,125			38,685		255,952			186,292
Real estate brokerage services (commercial)		24,449			30,326		74,804			99,434
	$	1,635,906		$	575,499	$	4,384,214		$	1,870,444

La Rosa Holdings Corp. and Subsidiaries
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

The following table disaggregates the Company’s revenue based on the type of sale or service and the timing of satisfaction of performance obligations for the three and nine months ended September 30, 2024 and 2023, respectively.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Performance obligations satisfied at a point in time	$	16,190,693	$	4,689,688	$	41,966,463	$	12,847,421
Performance obligations satisfied over time		3,402,343		2,102,562		9,766,892		7,473,185
	$	19,593,036	$	6,792,250	$	51,733,355	$	20,320,606

Note 11 — Subsequent Events

Legal Proceedings

The civil action case brought on July 22, 2024 between Nona Legacy Powered by La Rosa Realty, Inc. and Olga Norkis Fernandez Valdez a/k/a Norkis Fernandez was settled on October 18, 2024 resulting in the final sale of Norkis Fernandez 49% ownership of the Nona Legacy subsidiary, to La Rosa Holdings Corp, which includes a 7 year monthly pay down of the amount that is owed for consideration of her 49%. The plaintiffs also agreed to have the case dismissed with prejudice.

Equity Issuance

On November 1, 2024, the Company entered into a securities purchase agreement with an institutional accredited investor, Abri Advisors, Ltd., a corporation organized under the laws of Bermuda, pursuant to which the Company agreed to issue and sell to the Buyer, upon the terms and conditions set forth in the securities purchase agreement, up to 1,335,826 shares of the Company’s common stock and a Warrant to purchase shares of common stock at a price equal to $0.37 per share. The first closing took place on November 1, 2024, and the Company issued 936,264 shares of common stock and a warrant to purchase 399,562 shares of common stock. The Company received net proceeds of $480,000 after deducting offering expenses.

On November 1, 2024, the Company entered into a consulting agreement pursuant to which the Company agreed to issue 125,000 shares of the Company’s common stock at a price equal to $0.75 per share for services rendered.

On November 11, 2024, the Company entered into a membership interest purchase agreement with the 49% owner of one of the Company’s subsidiary’s to purchase the remaining 49% of the entity. In line with the terms and conditions set forth in the membership interest purchase agreement, 379,428 shares of the Company’s common stock was issued to the seller and one designee at a price equal to $0.85 per share. As of this date, the Company is sole owner of the entity.

On October 15, 2024, the Company entered into a consulting agreement pursuant to which the Company agreed to issue 200,000 shares of the Company’s common stock at a price equal to $0.51 per share for services rendered.

Debt Issuance

On October 7, 2024, the Company entered into a standard merchant cash advance agreement (the “Cash Advance”) with Arin Funding, LLC (“Arin”) for the purchase and sale of future receipts pursuant to which the Company sold in the aggregate $588,000 in future receipts of the Company for $400,000 net of fees.

On October 7, 2024, the Company entered into a standard merchant cash advance agreement (the “Cash Advance”) with Cedar Advance LLC (“Cedar”) for the purchase and sale of future receipts pursuant to which the Company sold in the aggregate $616,250 in future receipts of the Company for $403,750 net of fees. The Company utilized $301,250 to pay off the old Cash Advance agreement with Cedar that was in place as of September 30, 2024.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis are intended to help investors understand our business, financial condition, results of operations, liquidity, and capital resources. You should read this discussion together with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. As discussed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

●

our expectations regarding consumer trends in residential real estate transactions;

●

our expectations regarding overall economic and demographic trends, including the continued growth of the U.S. residential real estate market;

●

our ability to grow our business organically in the various local markets that we serve;

●

our ability to attract and retain additional qualified agents and other personnel;

●

our ability to expand our franchises in both new and existing markets;

●

our ability to increase the number of closed transactions sides and sides per agent;

●

our ability to cross-sell our services among our subsidiaries;

●

our ability to maintain compliance with the law and regulations of federal, state, foreign, county and local governmental authorities, or private associations and governing boards;

●

our ability to expand, maintain and improve the information technologies and systems that we rely upon to operate;

●

our ability to prevent security breaches, cybersecurity incidents and interruptions, delays and failures of our technology infrastructure;

●

our ability to retain our founder and current executive officers and other key employees;

●

our ability to identify quality potential acquisition candidates in order to accelerate our growth;

●

our ability to manage our future growth and dependence on our agents;

●

our ability to maintain the strength of our brands;

●

our ability to maintain and increase our financial performance;

●

the market price for our common stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and minimal profits, which could lead to wide fluctuations in our share price;

●

there have recently been recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies, like ours, that have had relatively smaller public floats;

●

sales of our common stock by us or our stockholders, which may result in increased volatility in our stock price; and

●

other factors, including the risks contained in the section entitled “Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the U.S. Securities Exchange Commission (“SEC” or “Commission”) on April 16, 2024, relating to our industry, our operations, and results of operations.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.

Moreover, new risks regularly emerge, and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available to us on the date of this Quarterly Report on Form 10-Q. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this Quarterly Report on Form 10-Q.

Business Overview

We are a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate segments. Our primary business, La Rosa Realty, LLC, has been listed in the “Top 75 Residential Real Estate Firms in the United States” from 2016 through 2020 by the National Association of Realtors, the leading real estate industry trade association in the United States.

In addition to providing person-to-person residential and commercial real estate brokerage services to the public, we cross sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have 24 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, Georgia, and Puerto Rico. We have 8 La Rosa Realty franchised real estate brokerage offices and branches and 3 affiliated real estate brokerage offices that pay us fees in three states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with 2,647 licensed real estate brokers and sales associates as of September 30, 2024, an increase of 9% since December 31, 2023. In addition to our real estate brokerage offices, we also have a wholly owned title services company that was acquired during the quarter.

We have built our business by providing the home buying public with well trained, knowledgeable realtors who have access to our proprietary and third-party in-house technology tools and quality education and training, and valuable marketing that attracts some of the best local realtors who provide value-added services to our home buyers and sellers that are attracted to our brands. We give our real estate brokers and sales agents who are seeking financial independence a turnkey solution and support them in growing their brokerages while they fund their own businesses. This enables us to maintain a low fixed-cost business with several recurring revenue streams, yielding relatively high margins and cash flow.

Our agent-centric commission model enables our sales agents to obtain higher net commissions than they would otherwise receive from many of our competitors in our local markets. We believe that agents who join our Company from the major real estate brokerage firms have increased their income by an average of approximately forty percent (40%). They can then use this additional income to reinvest in their businesses or as take-home profit. This is a strong incentive for them to compete against the discount, flat fee and internet brokerages that have sprung up in the past several years. Instead of us taking a greater share of their income, our agents pay what we believe to be reduced rates for training and mentorship and our proprietary technology. Our franchise model has a similar pricing methodology, permitting the franchise owner the freedom to operate their business with minimal control and lower expense than other franchise offerings.

Moreover, we believe that our proprietary technology, training, and the support that we provide to our agents at a minimal cost to them is one of the best offered in the industry.

In March 2024, the Company officially launched Final Offer. Final Offer is available to real estate brokers on the Company’s platform in key markets across Florida, California and Georgia, with plans to expand the offering across the organization.

In February 2023, we launched our proprietary technology system - JAEME, part of “My Agent Account.” JAIME is a real estate AI assistant created to support and inspire our agents with personalized content to drive marketing, efficiency, and sales. This advanced technology can help agents to provide services to their clients in a more efficient way - even from their mobile devices. In October 2024, the Company launched My Agent Account version 3.0, a significant upgrade to its proprietary platform, which now includes a new module specifically designed for property management disbursements. This update is expected to improve operational efficiency for agents across the Company.

In June 2024, the Company recruited a high-performing group of team leaders in Florida, who closed over 425 transactions and achieved sales exceeding $100 million in the past 12 months.

In the first nine months of 2024, we acquired majority ownership of the following franchisees of the Company: La Rosa Realty Georgia, LLC, La Rosa Realty California, La Rosa Realty Lakeland LLC, La Rosa Realty Success LLC and 100% ownership of La Rosa Realty Winter Garden LLC, BF Prime LLC, and Nona Title Agency LLC. In November 2024, we acquired 49% membership interests of our subsidiary, La Rosa Realty Premier, LLC, which became our wholly owned subsidiary.

We intend to continue growing our business organically and by acquisition.

It is management’s intention to acquire additional franchisees and other entities through the remainder of 2024 and in 2025. We continuously look to search for potential acquisition targets. Management is in discussions with several franchisees; however, any future agreements may have terms that are materially different than the terms of completed acquisitions. We cannot guarantee that the Company will actually enter into any binding acquisition agreements with any of those companies. If we do, we cannot assure you that the terms of such acquisitions will be substantially the same or better for the Company than those of completed acquisitions.

Description of Our Revenues

Our financial results are primarily driven by the total number of sales agents in our Company, the number of sales agents closing residential real estate transactions, the number of sales agents utilizing our coaching services, the number of agents who work with our franchisees, and the number of properties under management. We increased our agent count by just over 6%, from 2,493 at September 30, 2023 to 2,647 at September 30, 2024.

The majority of our revenue is derived from a stable set of fees paid by our brokers, franchisees, and consumers. We have multiple revenue streams, with the majority of our revenue derived from commissions paid by consumers who transact business with our and our franchisees’ agents, royalties paid by our franchisees, dues and technology fees paid by our sales agents, our franchisees, and our franchisees’ agents. Our major revenue streams come from such sources as: (i) residential real estate brokerage revenue, (ii) revenue from our property management services, (iii) franchise royalty fees, (iv) fees from the sale or renewal of franchises and other franchise revenue, (v) coaching, training and assistance fees, (vi) brokerage revenue generated transactionally on commercial real estate, (vii) fees from our events and forums, and (viii) revenue from title services.

The majority of our revenue is derived from fees and dues based on the number of agents working under the La Rosa Realty brand. Due to the low fixed cost structure of both our Company and franchise models, the addition of new sales agents generally requires little incremental investment in capital or infrastructure. Accordingly, the number of commission producing sales agents in our Company and our franchisees is the most important factor affecting our results of operations and the addition of new agents can favorably impact our revenue and our earnings before interest, taxes, depreciation and amortization (“EBITDA”). Historically, the number of agents in the residential real estate industry has been highly correlated with overall home sale transaction activity. We believe that the number of agents and those that produce commissions in our network is the primary statistic that drives our revenue. Another major factor is the cyclicality of the real estate industry that has peaks and valleys depending on macroeconomic conditions that we cannot control. And finally, our revenues fluctuate based on the changes in the aggregate fee revenue per sales agent as a significant portion of our revenue is tied to various fees that are ultimately tied to the number of agents, including annual dues, continuing franchise fees, and certain transaction or service-based fees. Our revenue per agent also increases in other ways including when transaction sides and transaction sizes increase since a portion of our revenue comes from fees tied to the number and size of real estate transactions closed by our agents.

Key factors affecting our performance

As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting our results of operations.

Seasonality

Our business is affected by the seasons and weather. The spring and summer seasons, when school is out, have typically resulted in higher sales volumes compared to fall and winter seasons. With the slowdown in the later months, we have experienced slower listing activity, fewer transaction closings and lower revenues and have seen more agent turnover as well. Bad weather or natural disasters also negatively impact listings and sales which reduces our operating income, net income, operating margins and cash flow. While this pattern is fairly predictable, there can be no assurance that it will continue. Moreover, with the impact of climate change, we expect more business disruptions in the coming years, many of which could be unpredictable and extreme.

Our revenues and operating margins will fluctuate in successive quarters due to a wide variety of factors, including seasonality, weather, health exigencies, holidays, national or international emergencies, the school year calendar’s impact on timing of family relocations, and changes in mortgage interest rates. This fluctuation may make it difficult to compare or analyze our financial performance effectively across successive quarters.

Inflation and Market Interest Rates

The U.S. Federal Reserve continues to take action intended to address the increases in inflation. The Federal Reserve Board maintained the federal funds rate at 533 basis points from August of 2023 through mid-September 2024, when it was then reduced to 483 basis points. The fluctuations impact interest rates, which significantly contribute to mortgage rate adjustments. During the second half of 2022, the benchmark 30 year fixed conforming mortgage rate rose above 6% for the first time since 2008, according to Freddie Mac data, and reached a peak of about 8% during the second half of 2023. That interest rate sat in between 6.1% and 6.9% during Q3 of 2024. Consequently, housing demand has softened, prices are rising, consumer sentiment has weakened, and home sales are declining. In September of 2024, the existing home sales market declined 3.5% compared to September of 2023 according to the National Association of Realtors. This decline had an adverse impact on consumer demand for our services, as consumers weighed the financial implications of selling or purchasing a home. Continuing poor housing market conditions would adversely affect our operating performance and results of operations.

Recent Legal Challenges to Sales Agents’ Commission Structure

Recent developments in the real estate industry have seen increased scrutiny and legal challenges related to the structure of real estate agent commissions. Legal actions and regulatory inquiries have been initiated to examine the fairness, transparency, and potential anticompetitive practices associated with the traditional commission model. Courts and regulatory bodies may be increasingly focused on ensuring transparency in commission structures, potentially leading to reforms that impact the earnings and business models of real estate professionals. Changes in legislation or legal precedents could impact the standard practices of commission-sharing between listing agents and buyer’s agents and may adversely affect our business model and revenues. On October 31, 2023, a federal jury in Missouri found that NAR and certain companies conspired to artificially inflate brokerage commissions, which violates federal antitrust law. The judgment was appealed on October 31, 2023, while these and other plaintiffs have filed similar lawsuits against a number of other large real estate brokerage companies. We have not, as of the date hereof, been named as a defendant in any antitrust litigation. On or about March 15, 2024, NAR agreed to settle these lawsuits, by agreeing to pay $418 million over approximately four years, and changing certain of its rules surrounding agent commissions. This settlement resolves claims against NAR and nearly every NAR member; all state, territorial and local REALTOR® associations; all association-owned MLSs; and all brokerages with an NAR member as principal whose residential transaction volume in 2022 was $2 billion or below and is subject to court approval. Due to this litigation, there will be rule changes for the NAR. In the settlement, effective mid-July 2024, NAR has agreed to put in place a new rule prohibiting offers of compensation on the MLS, as well as adopt new rules requiring written agreements between buyers and buyers’ agents. However, the direct and indirect effects, if any, of the judgment upon the real estate industry are not yet entirely clear.

There could also be further changes in real estate industry practices. All of this has prompted discussion of changes to rules established by local or state real estate boards or multiple listing services. All of this may require changes to many brokers’ business models, including changes in agent and broker compensation. For example, we will likely have to develop mechanisms and a plan that enable buyers and sellers to negotiate commissions. The Company will continue to monitor ongoing and similar antitrust litigation against our competitors. However, the litigation and its ramifications could cause unforeseen turmoil in our industry, the impacts of which could have a negative effect on us as an industry participant.

Cybersecurity

Our business faces cybersecurity risks that could have a material adverse effect on our business operations, financial condition, and reputation. Key factors contributing to cybersecurity risks include, but are not limited to:

●

Constantly Evolving Threat Landscape: The landscape of cybersecurity threats is constantly evolving, with new attack vectors, malware, and vulnerabilities emerging regularly. We may not be able to anticipate or mitigate all potential threats effectively.

●

Data Vulnerability: We collect, store, and process sensitive customer and corporate data, making us a target for cybercriminals seeking to steal or exploit this information. A data breach could lead to financial and legal liabilities, including regulatory fines and customer trust erosion.

●

Third-Party Risks: Our reliance on third-party service providers exposes us to risks associated with their cybersecurity practices. A breach or security failure in a third-party system could impact our operations and data.

●

Phishing and Social Engineering: Employees and individuals connected to our organization may be susceptible to phishing attacks or social engineering tactics that compromise security. Human error or manipulation can lead to breaches.

●

Regulatory Compliance: We are subject to various data protection and privacy regulations, and non-compliance could result in legal and financial penalties. Adhering to these regulations requires ongoing efforts and resources.

●

Business Interruption: A cyberattack or system breach may disrupt our operations, affecting our ability to serve customers, fulfill orders, and maintain revenue, resulting in financial losses.

●

Reputation Damage: A publicized cybersecurity incident can significantly damage our brand and reputation, leading to customer churn and reduced market confidence.

Additionally, on July 26, 2023, the SEC adopted new cybersecurity disclosure rules for public companies that require disclosure regarding cybersecurity risk management (including the corporate board’s role in overseeing cybersecurity risks, management’s role and expertise in assessing and managing cybersecurity risks, and processes for assessing, identifying and managing cybersecurity risks) in annual reports. These new cybersecurity disclosure rules also require the disclosure of material cybersecurity incidents in a Form 8-K, generally within four days of determining an incident is material. We have included respective disclosures in our Annual Report on Form 10-K for fiscal year ended December 31, 2023 filed with the Commission on April 16, 2024. Since June 15, 2024, we are subject to such Form 8-K disclosure requirements.

We may at times fail (or be perceived to have failed) in our efforts to comply with our privacy and data security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely on may fail to comply with such obligations, which could negatively impact our business operations.

Any failure or perceived failure by us or third parties upon whom we rely to comply with obligations, relating to privacy and data security may result in significant consequences including but not limited to governmental investigations and enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar), litigation, additional reporting requirements and/or oversight, bans on processing personal data, and orders to destroy or not use personal information.

Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to loss of customers; interruptions or stoppages in our business operations; inability to process personal information; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” of the Notes to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and in the Notes to the consolidated financial statements included in our Annual Report on Form 10-K for fiscal year ended December 31, 2023 describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the Annual Report on Form 10-K as of December 31, 2023.

Recent Accounting Pronouncements

See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” of the Notes to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations

Real Estate Brokerage Services (Residential)

	Three Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	16,484,016		$	3,848,991		$	12,635,025			328	%
Cost of revenue		14,968,472			3,525,248			11,443,224			325	%
Gross profit	$	1,515,544		$	323,743		$	1,191,801			368	%
Gross margin		9.2	%		8.4	%		0.8	%

	Nine Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	42,580,179		$	11,851,678		$	30,728,501			259	%
Cost of revenue		38,642,509			10,886,249			27,756,260			255	%
Gross profit	$	3,937,670		$	965,429		$	2,972,241			308	%
Gross margin		9.2	%		8.1	%		1.1	%

Three Months Ending September 30

Residential real estate services sales revenue increased by approximately $12.6 million, or 328%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was driven by approximately $12.2 million of revenue from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first nine months of fiscal year 2024. We increased our transaction fee, monthly agent fee, and annual fee effective September 1, 2023, which, if volume returns to 2023 levels, real estate brokerage services revenue, excluding incremental acquisition revenue, will increase in 2024.

Costs related to residential real estate brokerage services increased by approximately $11.4 million, or 325%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was driven by approximately $11.2 million of cost of revenue from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first nine months of fiscal year 2024. The gross profit increased by approximately $1.2 million, or 368%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily attributable to the gross profit from acquisitions.

Nine months Ending September 30

Residential real estate services sales revenue increased by approximately $30.7 million, or 259%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was driven by approximately $32 million of revenue from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first nine months of fiscal year 2024, offset by a 19% decrease in total transaction volume. We increased our transaction fee, monthly agent fee, and annual fee effective September 1, 2023, which, if volume returns to 2023 levels, real estate brokerage services revenue, excluding incremental acquisition revenue, will increase in 2024.

Costs related to residential real estate brokerage services increased by approximately $27.8 million, or 255%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was driven by approximately $29.2 million of cost of revenue from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first nine months of fiscal year 2024. The gross profit increased by approximately $3.0 million, or 308%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily attributable to the gross profit from acquisitions.

Franchising Services

	Three Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	65,713		$	217,450		$	(151,737	)		(70	)%
Cost of revenue		123,294			119,491			3,803			3	%
Gross profit	$	(57,581	)	$	97,959		$	(155,540	)		(159	)%
Gross margin		(87.6	)%		45.0	%		(132.7	)%

	Nine Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	278,902		$	734,235		$	(455,333	)		(62	)%
Cost of revenue		376,836			338,073			38,763			11	%
Gross profit	$	(97,934	)	$	396,162		$	(494,096	)		(125	)%
Gross margin		(35.1	)%		54.0	%		(89.1	)%

Three Months Ending September 30

Franchising services revenue decreased by approximately $152 thousand, or 70%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The decrease was attributable from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first nine months of fiscal year 2024, which no longer contribute to franchising royalties fees, which would have totaled approximately $163 thousand in the third quarter of 2024. Our remaining franchisees saw a similar decrease in volume related to the same market conditions in our residential services, which negatively impacted our franchising royalty fee revenue.

Costs of revenue for franchising services increased by approximately $4 thousand, or 3%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, related to the increase costs of the external software that supports the Company’s franchises. The gross profit (loss) of franchising services has moved to a loss position for the three-month period ending September 30, 2024 over the comparable prior year period, which is attributable to the reduction in the cost of revenue due to the acquisitions of the thirteen franchises in the fourth quarter of 2023 and the first three quarters of 2024.

Nine months Ending September 30

Franchising services revenue decreased by approximately $455 thousand, or 62%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The decrease was attributable from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first nine months of fiscal year 2024, which no longer contribute to franchising royalties fees, which would have totaled approximately $505 thousand in the third quarter of 2024. Our remaining franchisees saw a similar decrease in volume related to the same market conditions in our residential services, which negatively impacted our franchising royalty fee revenue.

Costs of revenue for franchising services increased by approximately $39 thousand, or 11%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, related to the increase costs of the external software that supports the Company’s franchises. The gross profit (loss) of franchising services has moved to a loss position for the nine-month period ending September 30, 2024 over the comparable prior year period, which is attributable to the reduction in the cost of revenue due to the acquisitions of the thirteen franchises in the fourth quarter of 2023 and the first three quarters of 2024.

Coaching Services

	Three Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	125,262		$	182,393		$	(57,131	)		(31	)%
Cost of revenue		70,893			97,607			(26,714	)		(27	)%
Gross profit	$	54,369		$	84,786		$	(30,417	)		(36	)%
Gross margin		43.4	%		46.5	%		(3.1	)%

	Nine Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	469,279		$	464,603		$	4,676			1	%
Cost of revenue		255,557			241,476			14,081			6	%
Gross profit	$	213,722		$	223,127		$	(9,405	)		(4	)%
Gross margin		45.5	%		48.0	%		(2.5	)%

Three Months Ending September 30

Coaching services revenue decreased by $57 thousand, or 31%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an reduction in activity in our coaching program due to the reduction in our residential transaction volume.

Costs of revenue related to coaching services decreased by approximately $27 thousand, or 27%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Costs related to coaching services is related to the augmentation of the coaching program. The gross margin has remained relatively stable with an decrease of 3.1% in the three-month period ended September 30, 2024 compared to September 30, 2023.

Nine months Ending September 30

Coaching services revenue increased by $5 thousand, or 1%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to an increase in an emphasis of our coaching program earlier in 2024, partially offset due to the reduction in our residential transaction volume.

Costs of revenue related to coaching services increased by approximately $14 thousand, or 6%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. Costs related to coaching services is related to the augmentation of the coaching program. The gross margin has remained relatively stable with an decrease of 2.5% in the three-month period ended September 30, 2024 compared to September 30, 2023.

Property Management

	Three Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	2,853,735		$	2,512,810		$	340,925			14	%
Cost of revenue		2,754,610			2,474,125			280,485			11	%
Gross profit	$	99,125		$	38,685		$	60,440			156	%
Gross margin		3.5	%		1.5	%		1.9	%

	Nine Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	8,156,002		$	7,169,786		$	986,216			14	%
Cost of revenue		7,900,050			6,983,494			916,556			13	%
Gross profit	$	255,952		$	186,292		$	69,660			37	%
Gross margin		3.1	%		2.6	%		0.5	%

Three Months Ending September 30

Property management revenue increased by approximately $341 thousand, or 14%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in the number of properties under management along with a management fee price increase effective September 1, 2023.

Costs of revenue related to property management services increased by approximately $283 thousand, or 11%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase in property management costs was primarily related to the timing of distributions to property owners as well as the increase in properties under management. The gross margin increased 1.8% remaining relatively consistent in the three-month periods ended September 30, 2024 and 2023.

Nine months Ending September 30

Property management revenue increased by approximately $986 thousand, or 14%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to an increase in the number of properties under management along with a management fee price increase effective September 1, 2023.

Costs of revenue related to property management services increased by approximately $920 thousand, or 13%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase in property management costs was primarily related to the timing of distributions to property owners as well as the increase in properties under management. The gross margin is consistent in the nine-month periods ended September 30, 2024 and 2023.

Real Estate Brokerage Services (Commercial)

	Three Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	64,310		$	30,606		$	33,704			110	%
Cost of revenue		39,861			280			39,581			14136	%
Gross profit	$	24,449		$	30,326		$	(5,877	)		(19	)%
Gross margin		38.0	%		99.1	%		(61.1	)%

	Nine Months Ended September 30,						Change
	2024			2023			$			%
Revenue	$	248,993		$	100,304		$	148,689			148	%
Cost of revenue		174,189			870			173,319			19922	%
Gross profit	$	74,804		$	99,434		$	(24,630	)		(25	)%
Gross margin		30.0	%		99.1	%		(69.1	)%

Three Months Ending September 30

Commercial real estate services sales revenue increased by approximately $34 thousand, or 110%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. During 2024, the Company invested in additional training and personnel to grow the commercial business, which increased the cost of revenue, which increased by approximately $40 thousand in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.

Nine months Ending September 30

Commercial real estate services sales revenue increased by approximately $149 thousand, or 110%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. During 2024, the Company invested in additional training and personnel to grow the commercial business, which increased the cost of revenue, which increased by approximately $173 thousand in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Selling, General and Administrative Expense – Three Month Expense

	Three Months Ended September 30,					Change
	2024		2023			$		%
Sales and Marketing	$	246,369	$	49,277		$	197,092		400	%
Payroll and benefits		1,160,580		480,152			680,428		142	%
Rent and other		287,900		86,208			201,692		234	%
Professional fees		452,827		203,682			249,145		122	%
Office		127,165		(6,101	)		133,266		(2184	)%
Technology		103,167		73,269			29,898		41	%
Insurance, training and other		138,323		101,424			36,899		36	%
Public company costs		192,130		—			192,130		NM
Amortization and deprecation		285,524		—			285,524		NM
Total SG&A Expenses	$	2,993,985	$	987,911		$	2,006,074		203	%

NM: Not Meaningful

Selling, general and administrative costs, excluding stock-based compensation, increased by approximately $2.0 million, or 203%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. A portion of the increase was driven by $1.1 million of additional costs from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first three quarters of fiscal year 2024. The remaining increase is primarily attributable to approximately $441 thousand in public company costs, including listing costs, printer costs, transfer agent fees, and investor relation costs and related professional fees, since our initial public offering in October 2023 as well as approximately $286 thousand of amortization of the intangible assets incurred through the acquisitions in the fourth quarter of 2023 and the first three quarters of 2024 and an increase in personnel costs of $680 thousand.

Selling, General and Administrative Expense – Nine Month Expense

	Nine Months Ended September 30,				Change
	2024		2023		$		%
Sales and Marketing	$	691,704	$	242,548	$	449,156		185	%
Payroll and benefits		3,075,137		1,454,457		1,620,680		111	%
Rent and other		773,087		236,706		536,381		227	%
Professional fees		1,162,346		448,473		713,873		159	%
Office		299,022		75,226		223,796		297	%
Technology		271,431		153,274		118,157		77	%
Insurance, training and other		439,102		304,236		134,866		44	%
Public company costs		1,063,635		—		1,063,635		NM
Amortization and deprecation		725,867		—		725,867		NM
Total SG&A Expenses	$	8,501,331	$	2,914,920	$	5,586,411		192	%

NM: Not Meaningful

Selling, general and administrative costs, excluding stock-based compensation, increased by approximately $5.6 million, or 192%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. A portion of the increase was driven by $2.4 million of additional costs from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first three quarters of fiscal year 2024. The remaining increase is primarily attributable to approximately $1.9 million in public company costs, including listing costs, printer costs, transfer agent fees, D&O insurance and investor relation costs and related professional fees as well as approximately $726 thousand of amortization of the intangible assets incurred through the acquisitions in the fourth quarter of 2023 and the first three quarters of 2024, an increase in personnel costs of $1.6 million, and additional events and technology costs of $341 thousand.

Stock-based compensation

We incurred stock-based compensation of approximately $390 thousand and $4.1 million in the three and nine months ended September 30, 2024, respectively, primarily due to option grants to our CEO pursuant to the terms of his employment agreement ($2.1 million), other employees ($1.0 million), and investors and consultants who provided various services to the company ($1.0 million). We incurred stock-based compensation of approximately $5 thousand and $79 thousand in the three and nine months ended September 30, 2023, respectively, primarily due to option grants given to the non-management directors of our board of directors in February 2022.

Other Income (Expense), Net

Other expense, net for the three months ended September 30, 2024 was approximately $645 thousand compared to other income, net, of approximately $74 thousand for the three months ended September 30, 2023. The expense in 2024 was due to interest expense and the amortization of financing fees related to the debt raise in February, April and July 2024, the loss on extinguishment related to the same three notes in September 2024 and the Advances on Future Receipts in May 2024, partially offset by a $219 thousand decrease in the revaluation of the derivative liabilities associated with the convertible debt. The income in 2023 was due to an IRS employee retention credit received for prior tax years, net of legal costs to obtain the credit, partially offset by amortization of financing fees.

Other expense, net for the nine months ended September 30, 2024 was approximately $1.152 million compared to other expense, net, of approximately $612 thousand for the nine months ended September 30, 2023. The expense in 2024 was due to interest expense and the amortization of financing fees related to the debt raise in February, April and July 2024, the loss on extinguishment related to the same three notes in September 2024 and the Advances on Future Receipts in May 2024, partially offset by an decrease in the value of the derivative liabilities associated with the convertible debt. The 2023 expense was due to costs related to the amortization of financing fees related to convertible debt instruments with embedded equity elements issued in the fourth quarter of fiscal year 2022 along with an increase in interest expense associated with new debt issuances during the fourth quarter of fiscal year 2022, partially offset by a decrease in the revaluation of the derivative liabilities and the IRS employee retention credit received for prior tax years, net of legal costs to obtain the credit.

Liquidity and Capital Resources

On September 30, 2024 and December 31, 2023, we had cash of approximately $1.8 million and $1.0 million, respectively, on hand.

We are subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources than us.

Since our inception in 2021, we have funded our operations through our revenues and the sale of equity and debt securities.

In October 2023, we raised gross proceeds of $5,000,000 through our sale of 1,000,000 shares of common stock in the initial public offering for $5.00 per share, with net proceeds of $4,360,000.

In February 2024, we received $1,000,000 in net proceeds, excluding debt issuance costs of $188 thousand, through our private sale of a 13% OID secured promissory note in the principal amount of $1,052,632 for a purchase price of $1,000,000 to an accredited investor.

In April 2024, we received $1,250,200 in net proceeds, excluding debt issuance costs of $139 thousand, through our private sale of a 13% OID senior secured promissory note in the principal amount of $1,316,000 for a purchase price of $1,250,200 to the same accredited investor in our February 2024 private placement.

In May 2024, we entered into a standard merchant cash advance agreement where we sold in the aggregate $761,250 in future receipts of the Company for $500,000. Until the purchase price has been repaid, the Company agreed to pay Cedar $23,000 per week.

In July 2024, we received $444,600 in net proceeds, excluding debt issuance costs of approximately $25 thousand, through our private sale of a 13% OID senior secured promissory note in the principal amount of $468,000 for a purchase price of $444,600 to the same accredited investor in our February 2024 and April 1 private placements.

In August 2024, we received $725,000 in net proceeds, excluding equity issuance costs of approximately $25 thousand, by issuing 761,689 shares of common stock and a pre-funded warrant to purchase 509,498 shares of common stock pursuant to a securities purchase agreement with an institutional accredited investor, Brown Stone Capital Ltd., at a price equal to $0.59 per share.

On September 26, 2024, we entered into a promissory note for the principal amount of $200,000. The promissory note bears interest at 12.5% per annum. The note is payable in three monthly installments of $75,000, beginning on November 1, 2024, with subsequent payments due on December 1, 2024, and January 1, 2025.

Furthermore, during the period required to achieve substantially higher revenue in order to become profitable, we will require additional funds that might not be readily available or might not be on terms that are acceptable to us, or at all. Until such time that we fully implement our growth strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company. As such, we anticipate that our existing working capital, including cash on hand and cash generated from operations, will not be sufficient to meet projected operating expenses for the foreseeable future through at least twelve months from the issuance of this quarterly report on Form 10-Q. We will be required to raise additional capital to service the three promissory notes issued in the first half of 2024, to repay the principal balance of each of the notes, and to fund ongoing operations.

We have incurred recurring net losses, and our operations have not provided net positive cash flows. In view of these matters, there is substantial doubt about our ability to continue as a going concern. We plan on continuing to expand via acquisition, which will help achieve future profitability, and we have plans to raise capital from outside investors, as we have done in the past, to fund operating losses and to provide capital for further business acquisitions. We cannot provide any assurance that we can successfully raise the capital needed on favorable terms, if at all.

On November 24, 2023, the Company received written notification from the staff (the “Staff”) of Nasdaq indicating that the Company no longer meets Nasdaq Listing Rule 5550(b)(2) requiring the Company to maintain a minimum market value of listed securities (“MVLS”) of $35 million. The notice was based on a review of the Company’s MVLS for the past 30 consecutive business days. Nasdaq’s listing rules provided the Company with a compliance period of 180 calendar days, or until May 22, 2024, in which to regain compliance. On April 18, 2024, the Company received a written notification from the Staff informing the Company that it has regained compliance with Nasdaq Continue Listing Rules by satisfying Nasdaq’s Equity Standard under Listing Rule 5550(b) based on the Company’s stockholders’ equity reported on the Company’s Annual Report on Form 10-K for the period ending December 31, 2023 and the matter is now closed.

On October 10, 2024, the Company received a letter from Nasdaq notifying the Company that it was no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Nasdaq has granted the Company 180 calendar days, or until April 8, 2025, to regain compliance with the Bid Price Rule. If the Company does not regain compliance with the Bid Price Rule by April 8, 2025, the Company may be eligible for an additional 180-day period to regain compliance.

Summary of Cash Flows

	Nine Months Ended September 30,
	2024			2023
Net Cash Used in Operating Activities	$	(1,932,936	)	$	(450,785	)
Net Cash Provided by Investing Activities	$	19,914		$	—
Net Cash Provided by Financing Activities	$	3,428,951		$	818,314

Cash Flows from Operating Activities

During the nine months ended September 30, 2024, operating activities consumed $1.9 million of our cash on hand, which was primarily attributable to the net loss of $9.3 million, excluding stock-based compensation, amortization and depreciation, non-cash interest expense and amortization of debt discounts and provision for credit losses, partially offset by changes in working capital of $1.2 million, mostly due to an increase in accounts payable, accrued expenses, security deposit payables, partially offset by an increase in payments on lease liabilities.

Cash Flows from Investing Activities

During the nine months ended September 30, 2024, we completed seven acquisitions with capital stock and three of the seven with additional cash payments totaling $240 thousand. Each of the seven acquisitions had an aggregate amount of $265 thousand of cash. See Note 2, “Business Combinations” of the Notes to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q for additional information regarding the acquisitions.

Cash Flows from Financing Activities

During the nine months ended September 30, 2024, we received net cash provided by financing activities of $3.4 million, which included the proceeds of our debt issuances in February, April and July 2024, a draw on the line of credit and the receipt of the advances on future receipts all totaling $3.6 million, proceeds from issuance of common stock of $1.9 million offset by deferred debt issuance costs, payments on notes payable, and payments to advances on future receipts and post-acquisition consideration all totaling $2.1 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024, as we are a newly publicly traded company with limited resources in our finance department, and we are in the process of establishing our procedures around our disclosure controls.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in lawsuits, claims, investigations, and proceedings, including pending opposition proceedings involving patents that arise in the ordinary course of business. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition, or cash flows, except as set forth below.

The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. Other than as previously reported Annual Report on Form 10-K for the fiscal year ended December 31, 2023, our Quarterly Report on Form 10-Q for the first quarter ended March 31, 2024 our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2024 and as described herein, we have not been and we are not presently a party to any material pending or threatened legal proceedings. Except as described below there have not been any material developments in our pending legal proceedings in the third quarter of 2024.

As previously disclosed, on September 5, 2023, Mr. Anthony Freites, who was an alleged independent contractor of La Rosa Realty, LLC from January 13, 2013 until June of 2021, filed an amended complaint in the Circuit Court of Osceola County, Florida, seeking a jury trial and claiming that the Company breached his contract and is looking for payment of commissions on alleged closed real estate sales as an independent contractor in the amount unspecified but allegedly including actual damages, compensatory damages, attorney’s fees, costs, and prejudgment interest. On October 12, 2023, the Company filed a motion to dismiss Mr. Freites’ complaint, which is still pending. A mediation occurred on September 6, 2024. On September 10, 2024, the case was voluntarily dismissed with prejudice.

As previously disclosed on July 19, 2024, LPT Realty, LLC commenced a civil action in the Ninth Judicial Circuit in Orange County, Florida against La Rosa Holdings Corp; Joseph La Rosa a/k/a Joe La Rosa; La Rosa Realty Lake Nona, Inc. n/k/a Nona Legacy Powered By La Rosa Realty, Inc.; & La Rosa Realty, LLC, seeking damages, reasonable royalty of all real estate transactions conducted by all the La Rosa defendants and injunctive relief for misappropriation of trade secrets as to all the defendants. The court ordered a mediation to take place within 45 days. The defendants filed a response to the complaint in the form of a motion to strike as sham, which is still pending.

As previously disclosed, on July 22, 2024, the Company’s subsidiary, Nona Legacy Powered by La Rosa Realty, Inc. commenced a civil action in the Ninth Judicial Circuit in Orange County, Florida against Olga Norkis Fernandez Valdez a/k/a Norkis Fernandez and LPT Realty, LLC. The plaintiff seeks monetary damages caused by Norkis Fernandez due to the breach of contract and breach of fiduciary duty by Ms. Fernandez as well as injunctive relief against Ms. Fernandez. The plaintiff also seeks damages against LPT Realty, LLC for tortious interference with a contractual relationship. The parties have signed a Mediated Settlement Agreement dated October 18, 2024, whereby the plaintiffs agreed to have the case dismissed with prejudice.

ITEM 1A. RISK FACTORS.

Other than described below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 16, 2024.

Our failure to maintain our compliance with Nasdaq’s continued listing standards or other requirements could result in our common stock being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.

Our common stock is currently listed on the Nasdaq Capital Market on Nasdaq under the symbol “LRHC.” Nasdaq requires listed issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders.

If we violate Nasdaq’s listing requirements, or if we fail to meet any of Nasdaq’s listing standards, our common stock may be delisted. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your shares.

On October 10, 2024, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Although Nasdaq has granted us 180 calendar days, or until April 8, 2025, to regain compliance with the Bid Price Rule, there can be no assurance that we will regain such compliance, and Nasdaq could make a determination to delist our common stock.

Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock. While a listing on an over-the-counter exchange could maintain some degree of a market in our common stock, we could face substantial material adverse consequences, including, but not limited to, the following: limited availability for market quotations for our common stock; reduced liquidity with respect to and decreased trading prices of our common stock; a determination that shares of our common stock are “penny stock” under the Securities and Exchange Commission rules, subjecting brokers trading our common stock to more stringent rules on disclosure and the class of investors to which the broker may sell the common stock; limited news and analyst coverage for our Company, in part due to the “penny stock” rules; decreased ability to issue additional securities or obtain additional financing in the future; and potential breaches under or terminations of our agreements with current or prospective large stockholders, strategic investors and banks. The perception among investors that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our common stock.

Furthermore, on November 14, 2024, the closing price of our common stock was $0.7571. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our common stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting Determination Letter resulting from our common stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will determine the delisting of our common stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether or not our common stock would be delisted. If, in the future, we receive a Staff Delisting Determination there can be no assurance that we would be successful in preventing a determination by the Nasdaq hearing panel that our stock will be delisted.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

In addition to the issuances of unregistered securities described in the Current Reports on Form 8-K filed by the Company with the SEC, in the third quarter of 2024 the Company issued the following securities which were not registered under the Securities Act.

On August 19, 2024, the Company issued 230,202 unregistered shares of common stock to its legal counsel, Sichenzia Ross Ference Carmel LLP, in exchange for a part of amounts payable for services rendered to the Company.

On August 27, 2024, the Company issued 225,000 unregistered shares of common stock to a consultant as consideration for services rendered in connection with a consulting agreement, dated February 20, 2024.

On September 23, 2024, the Company issued 230,769 unregistered shares of common stock to a consultant for services rendered pursuant to the marketing services agreement, dated September 19, 2024.

On September 27, 2024, the Company issued to an unaffiliated private investor a promissory note in the principal amount of $200,000, that we used for our general corporate purposes.

Unless otherwise noted, the securities above were issued pursuant to the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act, in light of the fact that none of the issuances involved a public offering of securities and no solicitation or advertisements for such securities were made by any party.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits. The following documents are filed as part of this report:

Exhibit No.		Description
2.1		Reorganization Agreement And Plan of Share Exchange dated July 22, 2021 by and among La Rosa Holdings Corp., La Rosa Coaching, LLC, La Rosa CRE, LLC, La Rosa Franchising, LLC, La Rosa Property Management, LLC, and La Rosa Realty, LLC. (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
3.1		Articles of Incorporation of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
3.2		Amended and Restated Articles of Incorporation of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
3.3		Bylaws of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
3.4		Certificate of Amendment to Articles of Incorporation for 3.5 for 1 reverse stock split (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
3.5		Certificate of Correction of Certificate of Amendment to Articles of Incorporation for 10 for 1 reverse stock split (incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
3.6		Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).
3.7		Certificate of Amendment to Articles of Incorporation for 2 for 1 forward stock split (incorporated by reference to Exhibit 3.7 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).
4.1		Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
4.2		Warrant issued to Exchange Listing, LLC (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
4.3		Representative Warrant dated as of October 12, 2023, issued by the Company to Alexander Capital L.P. (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the SEC as of October 13, 2023).
4.4		Form of 13% OID Senior Secured Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the SEC as of April 5, 2024).
4.5		Form of First Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed with the SEC as of April 5, 2024).
4.6		Form of Second Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K filed with the SEC as of April 5, 2024).
4.7		Common Stock Purchase Warrant dated February 20, 2024 issued to Alexander Capital L.P.(incorporated by reference to Exhibit 4.9 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
4.8		Form of Warrant issued by the Company on August 12, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC as of August 13, 2024).
4.9		Form of Global Amendment to the Notes, dated September 25, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC as of October 1, 2024).
4.10		Form of Promissory Note dated September 27, 2024 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC as of October 1, 2024).
4.11		Form of Promissory Note, dated October 3, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC as of October 4, 2024).
4.12		Form of Warrant issued by the Company on November 1, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC as of November 7, 2024)
10.1#		2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.2#		Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.3#		Employment Agreement by and between La Rosa Holdings Corp. and Alex Santos, dated January 10, 2022 (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).

10.4#		Form of Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated November 1, 2021 (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.5#		Director Agreement by and between La Rosa Holdings Corp. and Thomas Stringer (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.6#		Director Agreement by and between La Rosa Holdings Corp. and Jodi R. White (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.7#		Director Agreement by and between La Rosa Holdings Corp. and Michael La Rosa (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.8#		Director Agreement by and between La Rosa Holdings Corp. and Ned L. Siegel (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.9		Form of Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.10		Convertible Promissory Note by La Rosa Holdings Corp. to Rodney and Jennifer Bosley dated August 18, 2021 (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.11		Convertible Promissory Note by La Rosa Holdings Corp. to Capital Pro LLC dated July 22, 2021 (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.12		Convertible Promissory Note by La Rosa Holdings Corp. to Andres L. Hebra dated July 22, 2021 (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.13		Convertible Promissory Note by La Rosa Holdings Corp. to ROI Funding LLC dated July 22, 2021 (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.14		Convertible Promissory Note by La Rosa Holdings Corp. to Nadia Tattrie dated August 27, 2021 (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.15		Convertible Promissory Note by La Rosa Holdings Corp. to Sonia Fuentes-Blanco dated September 14, 2021 (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.16		Convertible Promissory Note by La Rosa Holdings Corp. to Patricia Jacome dated August 16, 2021 (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.17		Convertible Promissory Note by La Rosa Holdings Corp. to Reyex Consulting, LLC dated October 12, 2021 (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.18		Convertible Promissory Note by La Rosa Holdings Corp. to Anderson Correa dated October 11, 2021 (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.19		Convertible Promissory Note by La Rosa Holdings Corp. to Katherine Lemieux dated October 15, 2021 (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.20		Convertible Promissory Note by La Rosa Holdings Corp. to Luz Josanny Colon dated September 28, 2021 (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

10.21		Convertible Promissory Note by La Rosa Holdings Corp. to Junior A. Morales Barreto dated October 15, 2021 (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.22		Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 (incorporated by reference to Exhibit 10.23 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.23		Convertible Promissory Note by La Rosa Holdings Corp. to Michael Kerns dated October 15, 2021 (incorporated by reference to Exhibit 10.24 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.24		Convertible Promissory Note by La Rosa Holdings Corp. to Seana Abdelmajid dated October 20, 2021 (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.25		Convertible Promissory Note by La Rosa Holdings Corp. to Milton Ocasio LLC dated September 28, 2021 (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.26		Convertible Promissory Note by La Rosa Holdings Corp. to Gihan Awad dated October 12, 2021 (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.27		Franchise disclosure document of La Rosa Franchising, LLC dated March 2, 2020, and template Franchise Agreement (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.28		Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated May 12, 2021 (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.29		Lease Agreement by and between Crosscreek Village Station LLC and La Rosa Realty, LLC dated August 2, 2018, for office space located at Crosscreek Village shopping center, St. Cloud Florida (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.30		Lease Agreement by and between LJR Partners LLC and La Rosa Realty, LLC dated May 28, 2021, for office space located at 377-381 N. Krome Avenue, Homestead, Florida (incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.31		Lease Agreement by and between Baez-Pavon Ins Group LLC and La Rosa Realty, LLC dated November 16, 2021, for office space located at 3388 Magic Oak LN, Sarasota, Florida (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.32		Amendment to Capital Market Advisory Agreement dated December 16, 2021 (incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.33		Convertible Promissory Note by La Rosa Holdings Corp. to Norkis Fernandez dated October 15, 2021 (incorporated by reference to Exhibit 10.34 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.34		Convertible Promissory Note by La Rosa Holdings Corp. to Shakyra Cortez dated December 13, 2021 (incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.35		Convertible Promissory Note by La Rosa Holdings Corp. to Randy Vasquez dated December 18, 2021 (incorporated by reference to Exhibit 10.36 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.36		Convertible Promissory Note by La Rosa Holdings Corp. to Victor Cruz dated January 7, 2022 (incorporated by reference to Exhibit 10.37 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

10.37		(Consulting) Agreement dated January 10, 2022 between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd. (incorporated by reference to Exhibit 10.45 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
10.38		Stock Purchase Agreement dated as of January 10, 2022 between Bonilla Opportunity Fund I Ltd. and La Rosa Holdings Corp. (incorporated by reference to Exhibit 10.46 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
10.39		Renewal Note due April 30, 2022 by La Rosa Realty Corp. to ELP Global PLLC dated March 10, 2022 (incorporated by reference to Exhibit 10.47 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
10.40		Agent Incentive Plan (incorporated by reference to Exhibit 10.48 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
10.41		Note due December 31, 2021 by La Rosa Realty Corp. and ELP Global PLLC dated July 15, 2021 (incorporated by reference to Exhibit 10.50 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
10.42		Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated February 25, 2022 (incorporated by reference to Exhibit 10.51 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
10.43		Amendment dated April 14, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 (incorporated by reference to Exhibit 10.54 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
10.44		Convertible Promissory Note by La Rosa Holdings Corp. to Peter Lopez dated February 22, 2022 (incorporated by reference to Exhibit 10.55 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022).
10.45		Amendment No. 1 to La Rosa Holdings Corp. 2022 Agent Incentive Plan dated April 26, 2022 (incorporated by reference to Exhibit 10.56 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.46#		Form of Amended Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 (incorporated by reference to Exhibit 10.57 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.47		Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 (incorporated by reference to Exhibit 10.58 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.48		Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated May 17, 2022 (incorporated by reference to Exhibit 10.59 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
10.49		Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated June 29, 2022 (incorporated by reference to Exhibit 10.63 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of August 3, 2022).
10.50		Amendment to Capital Market Advisory Agreement by and between La Rosa Holdings Corp. and Exchange Listing, LLC dated July 1, 2022 (incorporated by reference to Exhibit 10.65 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of August 3, 2022).
10.51		Amendment to (Consulting) Agreement by and between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd. dated July 20, 2022 (incorporated by reference to Exhibit 10.66 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of August 3, 2022).
10.52#		Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.67 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of August 3, 2022).

10.53#		Form of Amendment to Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.68 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of August 3, 2022).
10.54		Form of Extension Agreement to Note Purchase Agreement (incorporated by reference to Exhibit 10.69 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of August 3, 2022).
10.55		Form of Debt Exchange Agreement (incorporated by reference to Exhibit 10.70 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of August 3, 2022).
10.56		Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated July 28, 2022 (incorporated by reference to Exhibit 10.71 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of October 12, 2022).
10.57		Amendment dated August 22, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 (incorporated by reference to Exhibit 10.57 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.58		Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated July 1, 2022 (incorporated by reference to Exhibit 10.73 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of October 12, 2022).
10.59		Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 (incorporated by reference to Exhibit 10.74 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of October 12, 2022).
10.60		Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated October 3, 2022 (incorporated by reference to Exhibit 10.81 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of October 12, 2022).
10.61		Convertible Promissory Note by La Rosa Holdings Corp. to Gemma and Whitfield Pressinger dated October 5, 2022 (incorporated by reference to Exhibit 10.83 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.62		Convertible Promissory Note by La Rosa Holdings Corp. to Misael Ortega dated October 7, 2022 (incorporated by reference to Exhibit 10.84 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.63#		Form of Employment Agreement by and between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022 (incorporated by reference to Exhibit 10.85 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.64		Amendment No. 1 dated October 28, 2022 to the Unsecured Subordinated Promissory Notes by La Rosa Holdings Corp. to Joseph La Rosa dated February 25, 2022, dated April 29, 2022, dated May 17, 2022, dated June 29, 2022, dated July 28, 2022, dated October 3, 2022. (incorporated by reference to Exhibit 10.86 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.65		Amendment dated October 30, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021 (incorporated by reference to Exhibit 10.87 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.66		Form of Extension Agreement dated October 25, 2022 to a Note Purchase Agreement (incorporated by reference to Exhibit 10.88 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).

10.67		Form of Second Extension Agreement October 25, 2022 to a Note Purchase Agreement (incorporated by reference to Exhibit 10.89 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.68		Securities Purchase Agreement by and between La Rosa Holdings Corp. and Named Investors dated November 14, 2022 (incorporated by reference to Exhibit 10.90 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.69		Senior Secured Convertible Promissory Note by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022 (incorporated by reference to Exhibit 10.91 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.70		Pledge and Security Agreement by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022 (incorporated by reference to Exhibit 10.92 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.71		Common Share Purchase Warrant by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022 (incorporated by reference to Exhibit 10.93 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.72#		Amendment No. 1 dated November 14, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022 (incorporated by reference to Exhibit 10.94 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of December 14, 2022).
10.73		Convertible Original Issue Discount Promissory Note by and between La Rosa Holdings Corp. and Joseph La Rosa dated December 2, 2022 (incorporated by reference to Exhibit 10.95 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of January 6, 2023).
10.74		Common Stock Purchase Warrant by and between La Rosa Holdings Corp. and Joseph La Rosa dated December 2, 2022. (incorporated by reference to Exhibit 10.96 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of January 6, 2023).
10.75		Form of Debt Exchange Agreement (incorporated by reference to Exhibit 10.97 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).
10.76		Amendment No. 2 dated February 16, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 (incorporated by reference to Exhibit 10.99 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).
10.77		Form of Series A Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.100 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).
10.78		Debt Exchange Agreement between La Rosa Holdings Corp. and Joseph La Rosa dated March 27, 2023 (incorporated by reference to Exhibit 10.101 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023).
10.79		Share vesting, cancelation and reissuance agreement by and between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01/13/22 and ELG Trust 1004-09/01/13, dated December 8, 2022 (incorporated by reference to Exhibit 10.102 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of May 19, 2023).
10.80#		Amendment dated May 17, 2023 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022 (incorporated by reference to Exhibit 10.103 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of May 19, 2023).
10.81#		Amendment dated May 17, 2023 to the Amended and Restated Employment Agreement between La Rosa Holdings Corp. and Joseph LaRosa dated April 29, 2022 (incorporated by reference to Exhibit 10.104 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of May 19, 2023).
10.82		Amendment No. 1 dated May 18, 2023 to the Share Vesting, Cancelation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01/13/22 and ELG Trust 1004-09/01/13 dated December 8, 2022. (incorporated by reference to Exhibit 10.105 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of May 19, 2023).
10.83		Amendment No. 2 dated June 8, 2023 to the Share Vesting, Cancelation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01/13/22 and ELG Trust 1004-09/01/13 dated December 8, 2022 (incorporated by reference to Exhibit 10.106 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 21, 2023).
10.84		Extension agreement between Emmis Capital II, LLC and La Rosa Holdings Corp. dated June 21, 2023 (incorporated by reference to Exhibit 10.107 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 21, 2023).
10.85		Lease Extension Agreement between La Rosa Realty, LLC and LJR Partners, LLC dated May 10, 2023 (incorporated by reference to Exhibit 10.108 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of July 14, 2023).

10.86		Amendment No. 3 dated July 12, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 (incorporated by reference to Exhibit 10.109 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of July 14, 2023).
10.87		Amendment No. 4 dated August 25, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 (incorporated by reference to Exhibit 10.110 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of September 1, 2023).
10.88		Standard Merchant Cash Advance Agreement between La Rosa Holdings Corp. and Cedar Advance LLC dated July 3, 2023 (incorporated by reference to Exhibit 10.111 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of September 1, 2023).
10.89#		Amendment dated August 14, 2023 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022 (incorporated by reference to Exhibit 10.112 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of September 1, 2023).
10.90		Stock Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp. and Norkis Fernandez and La Rosa Realty Lake Nona, Inc. (incorporated by reference to Exhibit 10.40 of the Company’s Form S-1 (File No. 333-264372) filed with the SEC as of September 12, 2023).
10.91		Amendment dated September 15, 2022 to Stock Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty Lake Nona, Inc. (incorporated by reference to Exhibit 10.75 of the Company’s Form S-1 (File No. 333-264372) filed with the SEC as of September 12, 2023).
10.92		Membership Interest Purchase Agreement dated as of December 21, 2021 by and among La Rosa Holdings Corp. and Maria Flores-Garcia and Horeb Kissimmee Realty LLC (incorporated by reference to Exhibit 10.43 of the Company’s Form S-1 (File No. 333-264372) filed with the SEC as of September 12, 2023).
10.93		Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated December 21, 2021 by and among La Rosa Holdings Corp. and Horeb Kissimmee Realty, LLC (incorporated by reference to Exhibit 10.78 of the Company’s S-1 (File No. 333-264372) filed with the SEC as of September 12, 2023).
10.94#		Amendment No. 2 dated December 7, 2023 to Amended and Restated Employment Agreement between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of December 8, 2023).
10.95		Membership Interest Purchase Agreement dated as of December 12, 2023 by and among La Rosa Holdings Corp., La Rosa Realty CW Properties, LLC and the CWP Selling Member. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of December 18, 2023).
10.96		Membership Interest Purchase Agreement dated as of December 13, 2023 by and among La Rosa Holdings Corp., La Rosa Realty Premier, LLC and the Premier Selling Member. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of December 18, 2023).
10.97		Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC as of December 18, 2023).
10.98		Membership Interest Purchase Agreement dated as of December 20, 2023 by and among La Rosa Holdings Corp., La Rosa Realty Orlando, LLC and the Selling Members (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of December 27, 2023).
10.99		Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of December 27, 2023).

10.100		Form of membership Interest Purchase Agreement dated as of December 28, 2023 by and among La Rosa Holdings Corp., La Rosa Realty North Florida, LLC and the Selling Member (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of January 4, 2024).
10.101		Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of January 4, 2024).
10.102#		Employment agreement between Deana La Rosa and La Rosa Holdings Corp. dated January 31, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of February 1, 2024).
10.103#		Amendment dated February 1, 2024 to the employment agreement between Kent Metzroth and La Rosa Holdings Corp. dated November 1, 2022 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of February 1, 2024).
10.104		Membership Interest Purchase Agreement dated as of February 21, 2024 by and among La Rosa Holdings Corp., La Rosa Realty Winter Garden LLC and the Selling Members (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of February 23, 2024).
10.105		Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of February 23, 2024).
10.106		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of February 26, 2024).
10.107		Form of Security Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of February 26, 2024).
10.108		Form of Senior Secured Promissory Note (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC as of February 26, 2024).
10.109		Form of First Warrant (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the SEC as of February 26, 2024).
10.110		Form of Second Warrant (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the SEC as of February 26, 2024).
10.111		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the SEC as of February 26, 2024).
10.112		Membership Interest Purchase Agreement dated as of March 7, 2024 by and among La Rosa Holdings Corp., La Rosa Realty Georgia LLC and the Selling Members (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of March 13, 2024).
10.113		Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of March 13, 2024).
10.114		Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan (incorporated by reference to Exhibit 10.114 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.115		Form of Stock Purchase Agreement dated as of March 15, 2024 by and among La Rosa Holdings Corp., La Rosa Realty California and the Selling Stockholder (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of March 21, 2024).
10.116		Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of March 21, 2024).
10.117		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC as of April 5, 2024).
10.118		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC as of April 5, 2024).
10.119		Form of Security Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC as of April 5, 2024).
10.120		Form of Commercial Lease Agreement by and between Hayward Area Historical Society and Yeimalis Acevedo-Rasmussen dated November 4, 2021, for office space located at: 22392 Foothill Blvd., Hayward CA 94541(incorporated by reference to Exhibit 10.120 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).

10.121		Form of Lease Agreement by and Between 1146 Vision Holdings LLC and La Rosa Realty LLC dated July 1, 2023, for office space located at: 1420 Celebration Blvd, Suite 101, 103, Celebration, FL 34747 (incorporated by reference to Exhibit 10.121 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.122		Form of Lease Agreement by and between G&L Mast LLC and La Rosa Realty LLC dated February 8, 2024, for office space located at: 3407 Magic Oak Lane, Sarasota, Florida (incorporated by reference to Exhibit 10.122 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.123		Form of Office Lease Agreement by and between TGC MS Phase I North LLC and La Rosa Realty Group LLC dated February 21, 2019, for office space located at: 15500 New Barn Road, Miami Lakes, Miami-Dade County, Florida 33014 (incorporated by reference to Exhibit 10.123 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.124		Form of Lease Agreement by and between La Rosa Realty Georgia LLC and American Capital Properties, LLC, dated April 2, 2024, for office space located at: 3483 Satellite Blvd, Suite 115 South, Duluth, Gwinnett County, Georgia 30096 (incorporated by reference to Exhibit 10.124 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.125		Form of Commercial Lease Agreement by and between Holder Investments, Inc. and La Rosa Realty, LLC, dated March 1, 2024, for office spaces located at: 1165 E Plant St., Unit 8, Winter Garden, Florida 34787 (incorporated by reference to Exhibit 10.125 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.126		Form of Retail Lease Agreement by and between SGO Osceola village, LLC and La Rosa Realty, LLC dated July 13, 2016, for office space located at: 3032 Dyer Blvd., Kissimmee, Florida 34741 (incorporated by reference to Exhibit 10.126 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.127		Form of Assignment, Assumption and Consent Agreement by and among La Rosa Realty, LLC, Horeb Kissimmee Realty LLC, and SGO Osceola Village, LLC dated November 30, 202, for office space located at: 3032 Dyer Blvd., Kissimmee, Florida 34741 (incorporated by reference to Exhibit 10.127 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.128		Form of Commercial Lease Agreement by and between La Rosa Realty Kissimmee and Horeb Legacy Investments LLC, dated December 1, 2022, for office space located at: 3040 Loopdale Lane, Kissimmee, Florida 34741(incorporated by reference to Exhibit 10.128 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.129		Form of Lease Agreement by and between Baymeadows Properties LLC and La Rosa Realty North Florida LLC dated October 1, 2020, for office space located at: 9250 Baymeadows Road, Jacksonville, Florida 32256 (incorporated by reference to Exhibit 10.129 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.130		Form of Lease Agreement by and between Epiphany Property Holdings, LLC and La Rosa Realty/the Executive Group, Inc., dated August 29, 2022, for office space located at: 1805 W. Colonial Dr., Unit C-1, Orlando, Florida 32804 (incorporated by reference to Exhibit 10.130 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.131		Form of Office Lease Agreement by and between Daia Group LLC, La Rosa Realty Georgia, LLC and Coldwell Banker Commercial Metro Brokers, dated April 6, 2021, for office space located at: 5855 Medlock Bridge Parkway, Suite 100, Alpharetta, Georgia 30022 (incorporated by reference to Exhibit 10.131 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.132		Form of Shopping Center Lease Agreement by and between Deno P. Dikeou and La Rosa Realty, LLC, dated September 9, 2016 with seven addenda, for office space located at: 626 N. Alafaya Trail, #297, Orlando, Florida 32828 (incorporated by reference to Exhibit 10.132 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).

10.133		Form of Commercial Sublease Agreement by and Between La Rosa Realty Georgia and Carmen Delgado, dated January 1, 2024, for office space located at: 175 John W. Morrow Jr. Pkwy, Gainsville, Georgia 30501 (incorporated by reference to Exhibit 10.133 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.134		Form of Commercial Net Lease for Part of Building by and between Baez-Pavon Insurance Group LLC and La Rosa Realty LLC dated January 1, 2023, for office space located at: 3388 Magic Oak Lane, Sarasota, Florida 34232 (incorporated by reference to Exhibit 10.134 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.135		Form of Lease Agreement by and between La Rosa Realty, LLC and Narcoossee Acquisitions, LLC, dated March 22, 2017, for office space located at: 8236 Lee Vista Blvd, Suite D, Orlando, Florida 32829 (incorporated by reference to Exhibit 10.135 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.136		Form of First Amendment to Lease Agreement by and between La Rosa Realty, LLC and Narcoossee Acquisitions, LLC, dated April 1, 2017, for office space located at: 8236 Lee Vista Blvd, Suite D, Orlando, Florida 32829 (incorporated by reference to Exhibit 10.136 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.137		Form of Lease Agreement by and between the Executive Group and WCDO, LLC, dated March 10, 2014, with addenda, for office space located at: 1805 W. Colonial Dr., Unit B-1 Orlando, Florida 32804 (incorporated by reference to Exhibit 10.137 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.138		Form of Amendment to Lease by and between Epiphany Property Holdings, LLC, and the Executive Group, Inc., dated June 18, 2021, for office space located at: 1805 W. Colonial Dr., Unit B-1, Orlando, Florida 32804 (incorporated by reference to Exhibit 10.138 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.139		Form of Amendment to Lease by and between Epiphany Property Holdings, LLC, and the Executive Group, Inc., dated June 18, 2021, for office space located at: 1805 W. Colonial Dr., Unit B-2, Orlando, Florida 32804 (incorporated by reference to Exhibit 10.139 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.140		Renewal letter dated March 14, 2022 to the Lease Agreement by and between La Rosa Realty, LLC and Narcoossee Acquisitions, LLC, dated March 22, 2017, for office space located at: 8236 Lee Vista Blvd, Suite D, Orlando, Florida 32829 (incorporated by reference to Exhibit 10.140 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.141		Director Agreement by and between Lourdes Felix and La Rosa Holdings Corp., dated April 17, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of April 19, 2024).
10.142		Membership Interest Purchase Agreement, dated April 18, 2024, by and among La Rosa Holdings Corp., La Rosa Realty Lakeland LLC and the Selling Member (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of April 24, 2024).
10.143		Leak-Out Agreement, dated April 18, 2024, between La Rosa Holdings Corp. and the Selling Member (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of April 24, 2024).
10.144		Amendment, dated April 26, 2024, to the Stock Purchase Agreement, dated March 15, 2024, between La Rosa Holdings Corp. and Selling Stockholder of La Rosa Realty California (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of April 26, 2024).
10.145		Standard Merchant Cash Advance Agreement, dated May 20, 2024, between La Rosa Holdings Corp. and Cedar Advance LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of May 24, 2024).
10.146		Membership Purchase Agreement, dated May 24, 2024, by and among La Rosa Holdings, Corp., La Rosa Realty Success, LLC, and the Selling Member (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of May 24, 2024).

10.147		Leak-Out Agreement, dated May 24, 2024, between La Rosa Holdings Corp. and the Selling Member (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC as of May 24, 2024).
10.148		Form of 13% OID Senior Secured Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC as of July 19, 2024).
10.149		Form of First Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC as of July 19, 2024).
10.150		Form of Second Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC as of July 19, 2024).
10.151		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of July 19, 2024).
10.152		Form of Security Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of July 19, 2024).
10.153		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC as of July 19, 2024).
10.154		Form of Securities Purchase Agreement by and between the Company and Brown Stone Capital Ltd. dated August 7, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of August 13, 2024).
10.155		Form of Registration Rights Agreement by and between the Company and Brown Stone Capital Ltd. dated August 7, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of August 13, 2024).
10.156		Form of Amendment No. 1 dated August 9, 2024 to the Securities Purchase Agreement by and between the Company and Brown Stone Capital Ltd. dated August 7, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC as of August 13, 2024).
10.157		Form of Amendment No. 2 dated August 13, 2024 to the Securities Purchase Agreement by and between the Company and Brown Stone Capital Ltd. dated August 7, 2024 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC as of August 13, 2024).
10.158		Membership Purchase Agreement, dated August 19, 2024, by and among La Rosa Holdings, Corp., BF Prime LLC, and the Selling Member (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of August 22, 2024).
10.159		Leak-Out Agreement, dated August 19, 2024, between La Rosa Holdings Corp. and the Selling Member (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of August 22, 2024).
10.160		Form of the Amendment No. 1 dated August 20, 2024 to the Membership Interest Purchase Agreement dated as of December 28, 2023 by and among La Rosa Holdings Corp., La Rosa Realty North Florida, LLC and the NF Selling Member (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC as of August 22, 2024).
10.161		Form of Membership Interest Purchase Agreement dated as of August 21, 2024 by and among La Rosa Holdings Corp., Nona Title Agency LLC and the Selling Members (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of August 22, 2024).
10.162		Form of a Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of August 27, 2024).
10.163		Amendment No. 3 dated September 19, 2024 to Amended and Restated Employment Agreement between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of September 20, 2024).
10.164		Form of Director Agreement by and between Siamack Alavi and La Rosa Holdings Corp., dated October 4, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of October 4, 2024).
10.165		Standard Merchant Cash Advance Agreement, dated October 7, 2024, between the Company and Arin Funding LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of October 11, 2024).

10.166		Standard Merchant Cash Advance Agreement, dated October 7, 2024, between the Company and Cedar Advance LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of October 11, 2024).
10.167		Form of Mediated Settlement Agreement by and among La Rosa Holdings Corp., Nona Legacy Powered by La Rosa Realty, Inc., Joseph La Rosa, and Norkis Fernandes dated October 18, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of October 24, 2024).
10.168		Form of Assignment of Capital Stock dated October 21, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of October 24, 2024).
10.169		Form of Stock Pledge Agreement by and between La Rosa Holdings Corp. and Norkis Fernandez, dated October 18, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC as of October 24, 2024)
10.170		Form of Securities Purchase Agreement by and between the Company and Abri Advisors, Ltd. dated November 1, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of November 7, 2024).
10.171		Form of Registration Rights Agreement by and between the Company and Abri Advisors, Ltd. dated November 1, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of November 7, 2024).
10.172		Membership Interest Purchase Agreement by and between the Company, La Rosa Realty Premier, LLC, and the Selling Member, dated November 11, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of November 14, 2024).
10.173		Form of the Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC as of November 14, 2024).
10.174		Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan
10.175		Second Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan
14.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).
19.1		Amended and Restated Insider Trading Policy of La Rosa Holdings Corp. (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 26, 2024).
21.1		List of subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 8, 2024).
31.1		Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
101.LAB		Inline XBRL Label Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

#	Management contracts or compensatory plans, contracts or arrangements.

Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LA ROSA HOLDINGS CORP.

Date: November 19, 2024	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Founder, Chief Executive Officer, Director, and Interim Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

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Exhibit 10.174

AMENDED AND RESTATED

LA ROSA HOLDINGS CORP.

2022 EQUITY INCENTIVE PLAN

(effective November 19, 2024)

1. Purposes of the Plan. The purposes of the Plan (as defined below) are:

●

to attract and retain the best available personnel for positions of substantial responsibility,

●

to provide incentives to individuals who perform services for the Company, and

●

to promote the success of the Company’s business.

This Plan amends and restates, effective November 19, 2024 (the “Effective Date”), the La Rosa Holdings Corp. 2022 Equity Incentive Plan, which was approved by the Board and the stockholders of the Company on January 10, 2022 (the “Original Effective Date”). All Awards outstanding as of the Effective Date and all new Awards to be issued under the Plan shall be governed by the Plan. The Plan is hereby amended and restated effective as of the Effective Date to increase the number of Shares issuable pursuant to Awards and to include an automatic share reserve increase provision (Section 3(e) of the Plan).

The Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Compensation Committee of the Board of Directors that will be administering the Plan, in accordance with Section 4 hereof.

(b) “Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.

(c) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.

(d) “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.

(e) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(f) “Board” means the Board of Directors of the Company.

(g) “Change in Control” means the occurrence of any of the following events:

(i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of stock in the Company that, together with the stock already held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any Person who is considered to own more than 50% of the total voting power of the stock of the Company before the acquisition will not be considered a Change in Control; or

(ii) A change in the effective control of the Company, which occurs on the date that a majority of the members of the Board are replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to effectively control the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) A change in the ownership of a substantial portion of the Company’s assets, which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets or a Change in Control: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total equity or voting power of which is owned, directly or indirectly, by a Person described in subsection (iii)(B)(3) above. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Notwithstanding the foregoing, as to any Award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the definition of “Change in Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.

For purposes of this Section 2(g), persons will be considered to be acting as a group if they are owners of a corporation or other entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

(h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(i) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(j) “Common Stock” means the common stock, $0.0001 par value per share, of the Company.

(k) “Company” means La Rosa Holdings Corp., a Nevada corporation, or any successor thereto.

(l) “Consultant” means any person, including an advisor, engaged by the Company or a Parent, Subsidiary or Affiliate to render services to the Company or a Subsidiary.

(m) “Determination Date” means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as “performance-based compensation” under Section 162(m) of the Code.

(n) “Director” means a member of the Board.

(o) “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(p) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent, Subsidiary or Affiliate of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(r) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(s) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or if no closing sales price was reported on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, or if such Common Stock is not regularly quoted or does not have sufficient trades or bid prices which would accurately reflect the actual Fair Market Value of the Common Stock, the Fair Market Value will be determined in good faith by the Administrator upon the advice of a qualified valuation expert.

(t) “Fiscal Year” means the fiscal year of the Company.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(u) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(v) “Non-statutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(w) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(x) “Option” means a stock option granted pursuant to Section 6 hereof.

(y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(z) “Participant” means the holder of an outstanding Award.

(aa) “Performance Goals” will have the meaning set forth in Section 11 hereof.

(bb) “Performance Period” means any Fiscal Year of the Company or such other period as determined by the Administrator in its sole discretion.

(cc) “Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria as the Administrator may determine pursuant to Section 10 hereof.

(dd) “Performance Unit” means an Award which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10 hereof.

(ee) “Period of Restriction” means the period during which transfers of Shares of Restricted Stock are subject to restrictions and, therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(ff) “Plan” means this Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan.

(gg) “Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 hereof, or issued pursuant to the early exercise of an Option.

(hh) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9 hereof. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(ii) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. (jj) “Section 16(b)” means Section 16(b) of the Exchange Act.

(kk) “Service Provider” means an Employee, Director, or Consultant.

(ll) “Share” means a share of the Common Stock, as adjusted in accordance with Section 15 hereof.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(mm) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated as a Stock Appreciation Right.

(nn) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan.

(a) Stock Subject to the Plan. Subject to adjustment upon changes in capitalization of the Company as provided in the provisions of Section 15 hereof and the automatic increase set forth in Section 3 (e) of the Plan, the maximum aggregate number of Shares that may be awarded and sold under the Plan is equal to 12,000,000 Shares. In addition, Shares may become available for issuance under Sections 3 (b) and 3 (e) of the Plan. The Shares may be authorized, but unissued, or reacquired Common Stock.

(b) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and Stock Appreciation Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the tax and/or exercise price of an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing provisions of this Section 3(b), subject to adjustment provided in Section 14 hereof, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a) above, plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 3(b).

(c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

(d) Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, the maximum aggregate amount of cash that may be paid in cash during any calendar year (measured from the date of any payment) with respect to one or more Awards payable in cash shall be $100,000.

(e) Automatic Share Reserve Increase. Subject to adjustment upon changes in capitalization of the Company as provided in Section 15, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2025 Fiscal Year, in an amount equal to the least of (a) 500,000 Shares, (b) a number of Shares equal to four percent (4%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding Fiscal Year, or (c) such number of Shares determined by the Administrator no later than the last day of the immediately preceding Fiscal Year.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrator. The Administrator of this Plan shall be a Compensation Committee of the Board of Directors.

(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two (2) or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder;

(vi) to institute an Exchange Program and to determine the terms and conditions, not inconsistent with the terms of the Plan, for (1) the surrender or cancellation of outstanding Awards in exchange for Awards of the same type, Awards of a different type, and/or cash, (2) the transfer of outstanding Awards to a financial institution or other person or entity, or (3) the reduction of the exercise price of outstanding Awards;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 20(c) hereof), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards;

(x) to allow Participants to satisfy withholding tax obligations in a manner described in Section 16 hereof;

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award pursuant to such procedures as the Administrator may determine; and

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final and binding on all Participants and any other holders of Awards.

5. Eligibility. Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares, and such other cash or stock awards as the Administrator determines may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Stock Options.

(a) Limitations.

(i) Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Non-statutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000 (U.S.), such Options will be treated as Non-statutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.

(ii) The Administrator will have complete discretion to determine the number of Shares subject to an Option granted to any Participant.

(b) Term of Option. The Administrator will determine the term of each Option in its sole discretion; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(i) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, but will be no less than 100% of the Fair Market Value per Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(c), Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

(ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(iii) Form of Consideration. The Administrator will determine the acceptable form(s) of consideration for exercising an Option, including the method of payment, to the extent permitted by Applicable Laws. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(d) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator specifies from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 15 hereof.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for six (6) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for six (6) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will continue to vest in accordance with the Award Agreement. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

7. Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Participant.

(c) Exercise Price and Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan; provided, however, that the exercise price will be not less than 100% of the Fair Market Value of a Share on the date of grant.

(d) Stock Appreciation Rights Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. Notwithstanding the foregoing, the rules of Section 6(d) above also will apply to Stock Appreciation Rights.

(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

8. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

(i) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

9. Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock Unit grant will be evidenced by an Award Agreement that will specify such other terms and conditions as the Administrator, in its sole discretion, will determine, including all terms, conditions, and restrictions related to the grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 9(d) hereof, may be left to the discretion of the Administrator.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. After the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any restrictions for such Restricted Stock Units. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the vesting criteria, and such other terms and conditions as the Administrator, in its sole discretion will determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as specified in the Award Agreement.

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) set forth in the Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by Restricted Stock Units that are fully paid in cash again will be available for grant under the Plan.

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

(f) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock Units as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Restricted Stock Units which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).

10. Performance Units and Performance Shares.

(a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units/Shares granted to each Participant.

(b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

(c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion. Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(d) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.

(e) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.

(f) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.

(g) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance Units/Shares as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Performance Units/Shares which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).

11. Performance-Based Compensation Under Code Section 162(m).

(a) General. If the Administrator, in its discretion, decides to grant an Award intended to qualify as “performance-based compensation” under Code Section 162(m), the provisions of this Section 11 will control over any contrary provision in the Plan; provided, however, that the Administrator may in its discretion grant Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code to such Participants that are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of this Section 11.

(b) Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Code Section 162(m) and may provide for a targeted level or levels of achievement (“Performance Goals”) including (i) earnings per Share, (ii) operating cash flow, (iii) operating income, (iv) profit after-tax, (v) profit before-tax, (vi) return on assets, (vii) return on equity, (viii) return on sales, (ix) revenue, and (x) total stockholder return. Any Performance Goals may be used to measure the performance of the Company as a whole or a business unit of the Company and may be measured relative to a peer group or index. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

(c) Procedures. To the extent necessary to comply with the performance-based compensation provisions of Code Section 162(m), with respect to any Award granted subject to Performance Goals, within the first twenty-five percent (25%) of the Performance Period, but in no event more than ninety (90) days following the commencement of any Performance Period (or such other time as may be required or permitted by Code Section 162(m)), the Administrator will, in writing, (i) designate one or more Participants to whom an Award will be made, (ii) select the Performance Goals applicable to the Performance Period, (iii) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and (iv) specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award for a Performance Period only if the Performance Goals for such period are achieved.

(d) Additional Limitations. Notwithstanding any other provision of the Plan, any Award which is granted to a Participant and is intended to constitute qualified performance based compensation under Code Section 162(m) will be subject to any additional limitations set forth in the Code (including any amendment to Section 162(m)) or any regulations and ruling issued thereunder that are requirements for qualification as qualified performance-based compensation as described in Section 162(m) of the Code, and the Plan will be deemed amended to the extent necessary to conform to such requirements.

12. Compliance with Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

13. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company, or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months and one day following the commencement of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Non-statutory Stock Option.

14. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, (iii) to a revocable trust, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

15. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits set forth in Sections 3, 6, 7, 8, 9 and 10 hereof.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the proceeding paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (the “Successor Corporation”) (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this subsection (c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.

In the event that the Successor Corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock will lapse, and, with respect to Restricted Stock Units, Performance Shares and Performance Units, all Performance Goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted for in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines to pay cash or a Performance Share or Performance Unit which the Administrator can determine to pay in cash, the fair market value of the consideration received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Performance Share or Performance Unit, for each Share subject to such Award (or in the case of Performance Units, the number of implied shares determined by dividing the value of the Performance Units by the per share consideration received by holders of Common Stock in the Change in Control), to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

Notwithstanding anything in this Section 15(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more Performance Goals will not be considered assumed if the Company or its successor modifies any of such Performance Goals without the Participant’s consent; provided, however, a modification to such Performance Goals only to reflect the Successor Corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption. In the case of an Award providing for the payment of deferred compensation subject to Section 409A of the Code, any payment of such deferred compensation by reason of a Change in Control shall be made only if the Change in Control is one described in subsection (a)(2)(A)(v) of Section 409A and the guidance thereunder and shall be paid consistent with the requirements of Section 409A. If any deferred compensation that would otherwise be payable by reason of a Change in Control cannot be paid by reason of the immediately preceding sentence, it shall be paid as soon as practicable thereafter consistent with the requirements of Section 409A, as determined by the Administrator.

16. Tax Withholding.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum amount required to be withheld, (iii) delivering to the Company already- owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

17. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

18. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

19. Term of the Plan. The La Rosa Holdings Corp. 2022 Equity Incentive Plan was originally adopted by the Board and approved by the stockholders of the Company on the Original Effective Date. It will continue in effect for a term of ten (10) years, i.e. until January 10, 2032, unless terminated earlier under Section 20 hereof.

20. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan. Any Plan amendment that increases the total number of Shares reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, shall be authorized by the stockholders of the Company within one (1) year.

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

21. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

(c) Restrictive Legends. All Award Agreements and all securities of the Company issued pursuant thereto shall bear such legends regarding restrictions on transfer and such other legends as the appropriate officer of the Corporation shall determine to be necessary or advisable to comply with applicable securities and other laws.

22. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

23. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. In the event that stockholder approval is not obtained within twelve (12) months after the date the Plan is adopted by the Board, the Plan and all Awards granted hereunder shall be void ab initio and of no effect. Notwithstanding any other provisions of the Plan, no Awards shall be exercisable until the date of such stockholder approval.

23. Notification of Election Under Section 83(b) of the Code. If any Service Provider shall, in connection with the acquisition of Shares under the Plan, make the election permitted under Section 83(b) of the Code, such Service Provider shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service and provide the Company with a copy thereof, in addition to any filing and a notification required pursuant to regulations issued under the authority of Section 83(b) of the Code. A Service Provider shall not be permitted to make a Section 83(b) election with respect to an Award of a Restricted Stock Unit.

24. Notification Upon Disqualifying Disposition Under Section 421(b) of the Code. Each Service Provider shall notify the Company of any disposition of Shares issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), within ten (10) days of such disposition.

25. Choice of Law. The Plan and all rules and determinations made and taken pursuant hereto will be governed by the laws of the State of Nevada, to the extent not preempted by federal law, and construed accordingly.

Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan

Exhibit 10.175

SECOND AMENDED AND RESTATED

LA ROSA HOLDINGS CORP.

2022 AGENT INCENTIVE PLAN

Introduction: La Rosa Holdings Corp. (the “Company”) has previously approved the Company’s 2022 Equity Incentive Plan (“2022 Plan”) and, pursuant to it, the Company’s Board of Directors (“Board”) has further authorized the creation of the La Rosa Holdings Corp. 2022 Agent Incentive Plan and Participation Election Form dated March 25, 2022, as Amended on April 26, 2022 (the “Original Agent Plan”) to be administered in the Board’s discretion. On March 20, 2024, the Compensation Committee of the Board (the “Compensation Committee”) approved an Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan (the “First Amended Agent Plan”), which replaced the Original Agent Plan in its entirety. On September 19, 2024, the Compensation Committee approved this Second Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan (the “Agent Plan”) to be effective as of the date of the approval by the stockholders of the Company and to replace the First Amended Agent Plan in its entirety. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the 2022 Plan.

Pursuant to the 2022 Plan, the Company may sell, and may, in the Compensation Committee’s absolute discretion, grant, shares of the Company’s common stock or Restricted Stock Units (“RSU”) to all agents and brokers in good standing with the Company, including each of the Company’s majority owned subsidiaries (the “Majority Subsidiaries”), who are defined as “consultants” under the 2022 Plan (“Participants”) as a part of their, or as additional, compensation. This Agent Plan has two components: the (i) Agent Equity Program and the (ii) Discretionary Bonus Program, which are described in more detail in Section 4 below.

Voluntary Participation: All participation in this Agent Plan is voluntary and no agent or broker will be penalized for not participating in this Agent Plan. Agents and brokers may participate in any one or more or none of the Agent Plan’s programs. All Participants, who are eligible pursuant to Section 3 hereof, will be automatically considered to be participating in this Agent Plan. This Agent Plan will be administered electronically through the Company’s Stock Plan Administrator software (“SPA”). Upon the Participant achieving the targets described in the Section 4 hereof or upon decision of the Compensation Committee pursuant to the Section 5 hereof, the SPA will send a Participant a binding RSU award agreement between the Participant and the Company as set forth herein (the “Agreement”) once the eligibility of such Participant pursuant to Section 3 hereof is confirmed by the Company. The date that the Agreement is executed by the Participant shall be the effective date of the Agreement (“Effective Date”). Participants are urged to seek legal advice before signing the Agreement. A Participant has a right to refuse the award. A failure of the Participant to sign the Agreement within thirty (30) days will be considered a decision of the Participant to not participate in this Agent Plan and the grant will be voided by the Company.

Eligibility: All agents and brokers in good standing with the Company and each of the Company’s Majority Subsidiaries (as described in that certain independent contractor agreement signed by such agent and the Company or its Majority Subsidiary) are eligible to participate in this Agent Plan unless they are licensed brokers, holding an equity interest in brokerage businesses, in which the Company also holds an equity interest.

In addition, employees or independent contractors hired by the Company as team leaders whose job description specifically includes recruitment functions are precluded from participating in the recruiting portion of the Agent Equity Program described in Section 4(c). Only individuals who provide their social security number to the Company’s SPA are eligible. No business entities can participate in this Agent Plan.

Agent Equity Program: The Company’s Agent Equity Program (the “Agent Equity Program”) includes the following three components:

Blue Diamond:

Participants in the Agent Equity Program will be eligible to receive an RSU who: (i) close more than 20 sale transactions or make more than $6,000,000 gross sales volume in verified listing or buy-side transactions (the “Milestones,” and each a “Milestone”) with the Company and its Majority Subsidiaries in a given calendar year, and (ii) remain with the Company for at least 12 consecutive months thereafter. Such RSUs will be granted to qualifying Participants on the last day of the month of the one-year anniversary of the date the Company verifies a Milestone has been achieved (the “Blue Diamond Grant Date”). The RSU will be equivalent to $2,000 on the Blue Diamond Grant Date, and the RSU value will be converted into shares of the Company’s common stock based on the volume weighted average closing price (“VWAP”) of the month of the Blue Diamond Grant Date based on the Company’s common stock on the Nasdaq Stock Market, rounded down to a whole share. For example, if the Company verifies a Milestone has been achieved on April 12, 2024, the Company will grant the Participant’s RSU on April 30, 2025. RSUs will vest in 24 ratable installments in whole shares starting the month following the Blue Diamond Grant Date. Participants who terminate their relationship with the Company during the vesting period will forfeit any unvested RSUs. If the Participant is required upon the commission plan on which they are enrolled, but does not pay his or her annual or monthly dues pursuant to that certain independent contractor agreement signed by such agent and the Company or its Majority Subsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited. The Blue Diamond program shall be effective as of January 1, 2023, meaning agents who meet the Milestones in the calendar year 2023, and each year thereafter, are eligible to receive an RSU.

Ultimate Plan Cap:

Participants in the Agent Equity Program who enroll or renew under the Ultimate Plan 90-10 commission plan or the Ultimate Plan Business Builder commission plan (the “Profit Share Plans”), both of which have terms of 12 months from the agent start date, will be eligible to receive an RSU (i) once they cap their 10% portion of their commission in accordance with the terms of the Profit Share Plans and (ii) remain with the Company for at least 12 consecutive months thereafter. Such RSUs will be granted to qualifying Participants on the last day of the month of the one-year anniversary of the date the Company verifies the agent achieved their cap (the “UP Cap Grant Date”). The RSU will be equivalent to $10,000 on the UP Cap Grant Date, and the RSU value will be converted into shares based on the VWAP of the month of the UP Cap Grant Date based on the Company’s common stock on the Nasdaq Stock Market, rounded down to a whole share. For example, if the Company verifies the agent capped their 10% commission in accordance with the terms of the Profit Share Plans on May 15, 2024, the Company will grant the Participant’s RSU on May 31, 2025. RSUs will vest in 24 ratable installments in whole shares starting the month following the UP Cap Grant Date. Participants who terminate their relationship with the Company during the vesting period will forfeit any unvested RSUs. If the Participant is required upon the terms of the Profit Share Plans, but does not pay his or her annual or monthly dues pursuant to the independent contractor agreement signed by such agent and the Company or its Majority Subsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited. The Ultimate Plan Cap program shall be effective as of January 1, 2024, meaning agents who enroll or renew under the Profit Share Plans on or after January 1, 2024 and meet other requirements of this program, will be eligible to receive an RSU.

Recruiting:

Participants in the Agent Equity Program will be eligible to receive an RSU if they (i) recruit agents who become agents of the Company and remain agents of the Company for at least 12 consecutive months, and (ii) remain with the Company for at least 12 consecutive months. Such RSU will be granted to a qualifying Participant on the last day of the month of the one-year anniversary of the date the Company verifies the such Participant recruited the agent and is still with the Company (the “Recruitment Grant Date”). The RSU will be equivalent to $200 on the Recruitment Grant Date for each agent recruited, and the RSU value will be converted into shares based on the VWAP of the month of the Recruitment Grant Date based on the Company’s common stock on the Nasdaq Stock Market, rounded down to a whole share. For example, if the Company verifies a Participant recruited an agent on June 20, 2024 and that agent is still with the Company one year later, the Company will grant the Participant’s RSU on June 30, 2025. RSUs will vest in 24 ratable installments in whole shares starting the month following the Recruitment Grant Date. Such RSUs shall be granted for every agent recruited by a Participant that meet the eligibility criteria. Participants who terminate their relationship with the Company during the vesting period will forfeit any unvested RSUs. If the Participant is required upon the terms of the commission plan on which they are enrolled, but does not pay his or her annual or monthly dues pursuant to the independent contractor agreement signed by such agent and the Company or its Majority Subsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited. The Recruiting program shall be effective as of January 1, 2024, meaning agents who recruit agents on or after January 1, 2024 will be eligible to receive an RSU.

II.

A Participant who (i) recruits ten (10) agents in one calendar year who become agents of the Company and remain agents of the Company for at least 12 consecutive months, and (ii) remains with the Company for at least 12 consecutive months after the last agent was recruited by this Participant, will receive an additional value of $8,000 on the tenth RSU. All terms will be applied pursuant to Section I. above. If such Participant continues to recruit additional agents in the same year, every multiple of ten (10) agents recruited in one fiscal year will be enhanced with the $8,000 additional value on an RSU.

Discretionary Bonus Program: All Participants in the Discretionary Bonus Program (the “Bonus Program”) are to be eligible for a grant of an equity award in the Compensation Committee’s discretion. The Compensation Committee or its designee may, from time to time, review the performance of Participants who achieve outstanding results in their endeavors for the Company and may grant an equity award to such Participant without payment by such Participant. All equity awards granted under the Bonus Program will vest based on the terms of the grant certificate. Participants who terminate their relationship with the Company during the vesting period will forfeit any unvested equity awards. If the Participant is required upon the terms of the commission plan on which the Participant is enrolled, but does not pay his or her annual or monthly dues pursuant to the agreement signed by such Participant and the Company or its Majority Subsidiary within 60 days of the due date, all remaining unvested equity awards will be forfeited.

Death of Participant: Any distribution or delivery to be made to Participant under the Agreement, if Participant is then deceased, will be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate.

Responsibility for Taxes: Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer or any Parent or Subsidiary of the Company to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the RSUs or underlying shares of common stock, including, without limitation, (i) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to Participant’s participation in this Agent Plan and legally applicable to Participant, (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or release from escrow of RSUs or underlying shares of common stock, the filing of an 83(b) election with the Internal Revenue Service (IRS) regarding the RSUs or underlying shares of common stock, or the sale of shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the RSUs or underlying shares of common stock (or release from escrow thereof or issuance of shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s). Participant further acknowledges that no Service Recipient (A) makes any representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the RSUs or underlying shares of common stock, including, but not limited to, the grant, vesting or release from escrow of the RSUs or underlying shares of common stock, the filing of an 83(b) Election (as defined below) with respect to the RSUs or underlying shares of common stock, the subsequent sale of shares acquired pursuant to the Agreement and the receipt of any dividends or other distributions, and (B) makes any commitment to and is under any obligation to structure the terms of the grant or any aspect of the RSUs or underlying shares of common stock to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Withholding Obligations (as defined below) in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required withholding obligations under applicable law or regulation at the time of the applicable taxable event, Participant acknowledges and agrees that the Company may refuse to issue or deliver the shares. Participant, by signing this enrollment form, certifies that: Participant is not subject to backup withholding because (i) Participant is exempt from backup withholding, or (ii) Participant has been notified by the Internal Revenue Service (IRS) that Participant is not subject to backup withholding, or (iii) the IRS has notified Participant that Participant is no longer subject to backup withholding.

Custody of Shares: All shares of common stock being granted pursuant to the 2022 Plan are registered pursuant to the Registration Statement on the Form S-8 filed by the Company with the U.S. Securities and Exchange Commission on October 20, 2023. All shares of common stock being granted pursuant to the Amended and Restated 2022 Plan to be effective as of the date of the approval by the stockholders of the Company will be registered pursuant to the Registration Statement on the Form S-8 immediately after the stockholder’s approval of the Amended and Restated 2022 Plan. Upon vesting of the RSUs granted under the Agents Plan and their conversion into the free trading shares of common stock of the Company, the SPA will transfer such shares by DWAC or DRS to the brokerage account of respective Participant with Siebert Financial Corp (“Siebert”). The Participant may instruct Sibert to transfer such shares to his or her other brokerage account.

Restricted Stock Units: Each RSU grant under the Agents Plan will be evidenced by an Agreement that will specify the terms and conditions of the grant. Participants acknowledge and agree that all RSUs will NOT be freely tradeable until they vest and convert into the shares of common stock registered under the Registration Statement on Form S-8. Upon vesting each one RSU shall automatically convert into one share of common stock.

10.

Associated Costs: Ownership of RSUs or underlying shares of common stock purchased or granted under this Agent Plan may come with associated costs imposed by third parties, including fees that may be imposed by our stockbroker, Siebert, or others. Participants shall be responsible for all associated costs.

11.

Rights as Stockholder: Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any shares underlying the RSUs deliverable hereunder unless and until certificates representing such shares (which may be in book entry or DRS form) will have been issued and recorded on the records of the Company, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation, and delivery, the Participant will have all the rights of a stockholder of the Company with respect to voting such shares and receipt of dividends and distributions on such shares.

12.

No Guarantee of Continued Service: The vesting of the RSUs pursuant to the vesting schedule hereof is earned only by continuing as an agent or broker through the applicable vesting date(s), which unless provided otherwise under applicable laws is at the will of the applicable Service Recipient and not through the act of being hired, being granted the RSU or acquiring shares hereunder. Participant further acknowledges and agrees that the Agreement, the transactions contemplated thereunder and the vesting schedule set forth therein do not constitute an express or implied promise of continued engagement as an agent or broker for the vesting period, for any period, or at all, and shall not interfere in any way with Participant’s right or the right of any Service Recipient to terminate Participant’s relationship as an agent or broker, subject to applicable law, which termination, unless provided otherwise under applicable law, may be at any time, with or without cause.

13.

Unvested RSUs Are Not Transferable: The unvested RSUs subject to the Agreement and the rights and privileges conferred hereby will not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process until such shares shall have vested in accordance with the provisions of the Agreement. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the unvested RSUs subject to the Agreement, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment, or similar process, the then-unvested RSUs will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.

14.

No Advice Regarding Grant: The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in this Agent Plan or the Participant’s acquisition or sale of the underlying shares. Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisers regarding his or her participation in this Agent Plan before taking any action related to this Agent Plan.

15.

Termination: This Agent Plan is subject to termination at the discretion of the Compensation Committee at any time. Any termination will not adversely affect RSUs purchased or vested before the date of termination. Participants will be notified of such termination.

16.

Data Privacy: Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in the Agreement and any other materials by and among, as applicable, the Service Recipients for the exclusive purpose of implementing, administering and managing Participant’s participation in this Agent Plan.

17.

Successors and Assigns: The Company may assign any of its rights under the Agreement to single or multiple assignees, and the Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, the Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, successors, and assigns. The rights and obligations of the Participant under the Agreement may be assigned only with the prior written consent of the Company.

18.

No Waiver: Either party’s failure to enforce any provision or provisions of the Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of the Agreement. The rights granted to both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available under the circumstances.

19.

Governing Law; Severability: This Agent Plan, the Agreement, and the RSUs are governed by the internal substantive laws, but not the choice of law rules, of the State of Nevada. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, the remainder of this Agreement shall continue in full force and effect.

20.

Entire Agreement: The 2022 Plan is incorporated herein by reference. The 2022 Plan, this Agent Plan and the Agreement constitute the entire agreement of the parties concerning the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except through a writing signed by the Company and Participant.

21.

Contact Information. If you would like to sign up for or terminate your participation in this Agent Plan, please contact representatives of the Company via accounting@larosarealtycorp.com.

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECTUIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph La Rosa, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of La Rosa Holdings Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions:

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024

		/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Founder, Chief Executive Officer, and Director
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph La Rosa, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of La Rosa Holdings Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024

		/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Interim Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Joseph La Rosa, the Chief Executive Officer and President of La Rosa Holdings Corp. (the “Company”), hereby certify, that, to my knowledge:

The Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Report”) of the Company fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 19, 2024

		/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Founder, Chief Executive Officer, and Director
		(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Joseph La Rosa, the Interim Chief Financial Officer of La Rosa Holdings Corp. (the “Company”), hereby certify, that, to my knowledge:

The Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Report”) of the Company fully complies with the requirements of Section 13(a)/15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 19, 2024

		/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Interim Chief Financial Officer
		(Principal Financial Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 18, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	LA ROSA HOLDINGS CORP.
Entity Central Index Key	0001879403
Entity File Number	001-41588
Entity Tax Identification Number	87-1641189
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1420 Celebration Blvd.
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	Celebration
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34747
Entity Phone Fax Numbers [Line Items]
City Area Code	(321)
Local Phone Number	250-1799
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	LRHC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		20,200,891

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,811,608	$ 959,604
Restricted cash	2,148,148	1,484,223
Accounts receivable, net of allowance for credit losses of $165,554 and $83,456, respectively	817,391	826,424
Other current assets	1,188
Total current assets	4,778,335	3,270,251
Noncurrent assets:
Property and equipment, net	17,739	14,893
Right-of-use asset, net	1,088,759	687,570
Intangible assets, net	5,673,222	4,632,449
Goodwill	8,102,089	5,702,612
Other long-term assets	26,853	21,270
Total noncurrent assets	14,908,662	11,058,794
Total assets	19,686,997	14,329,045
Current liabilities:
Accounts payable	2,093,563	1,147,073
Accrued expenses	729,043	227,574
Contract liabilities	72,365
Line of credit	75,697
Derivative liability	50,040
Advances on future receipts	262,263	77,042
Accrued acquisition cash consideration	341,404	300,000
Notes payable, current	2,095,692	4,400
Lease liability, current	526,609	340,566
Total current liabilities	6,246,676	2,096,655
Noncurrent liabilities:
Note payable, net of current	643,734	615,127
Security deposits payable	1,821,582	1,484,223
Lease liability, noncurrent	581,622	363,029
Other liabilities	2,950	2,950
Total non-current liabilities	3,049,888	2,465,329
Total liabilities	9,296,564	4,561,984
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
Common stock - $0.0001 par value; 250,000,000 shares authorized; 18,560,199 and 13,406,480 issued and outstanding at September 30, 2024 and December 31, 2023, respectively	1,856	1,341
Additional paid-in capital	26,433,290	18,016,400
Accumulated deficit	(21,478,792)	(12,107,756)
Total stockholders’ equity – La Rosa Holdings Corp. shareholders	4,956,354	5,909,985
Noncontrolling interest in subsidiaries	5,434,079	3,857,076
Total stockholders’ equity	10,390,433	9,767,061
Total liabilities and stockholders’ equity	$ 19,686,997	$ 14,329,045

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounts receivable, net of allowance for credit losses (in Dollars)	$ 165,554	$ 83,456
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares outstanding	18,560,199	13,406,480
Common stock, shares issued	18,560,199	13,406,480
Series X Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	2,000	2,000
Preferred stock, shares outstanding	2,000	2,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 19,593,036	$ 6,792,250	$ 51,733,355	$ 20,320,606
Cost of revenue	17,957,130	6,216,751	47,349,141	18,450,162
Gross profit	1,635,906	575,499	4,384,214	1,870,444
Operating expenses:
Sales and marketing	246,369	49,277	691,704	242,548
General and administrative	2,747,616	938,634	7,809,627	2,672,372
Stock-based compensation — general and administrative	389,711	5,041	4,054,821	79,341
Total operating expenses	3,383,696	992,952	12,556,152	2,994,261
Loss from operations	(1,747,790)	(417,453)	(8,171,938)	(1,123,817)
Other income (expense)
Interest expense, net	(98,566)	(6,966)	(197,425)	(147,505)
Loss on extinguishment of debt	(722,729)		(722,729)
Amortization of debt discount	(135,185)	(207,887)	(455,289)	(882,781)
Change in fair value of derivative liability	307,098	10,201	218,998	138,985
Other income, net	4,544	278,266	4,544	278,834
Net loss	(2,392,628)	(343,839)	(9,323,839)	(1,736,284)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries	59,540		47,197
Net loss after noncontrolling interest in subsidiaries	(2,452,168)	(343,839)	(9,371,036)	(1,736,284)
Less: Deemed dividend	920,038		1,150,706
Net loss attributable to common stockholders	$ (3,372,206)	$ (343,839)	$ (10,521,742)	$ (1,736,284)
Loss per share of common stock attributable to common stockholders
Basic (in Dollars per share)	$ (0.21)	$ (0.06)	$ (0.7)	$ (0.29)
Diluted (in Dollars per share)	$ (0.21)	$ (0.06)	$ (0.7)	$ (0.29)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic (in Shares)	16,358,452	6,180,633	14,970,099	6,063,056
Diluted (in Shares)	16,358,452	6,180,633	14,970,099	6,063,056

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock Series X	Preferred Stock Series A	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity	Noncontrolling Interest In Subsidiaries	Total
Balance at Dec. 31, 2022			$ 600	$ 1,410,724	$ (4,289,319)			$ (2,877,995)
Balance (in Shares) at Dec. 31, 2022	2,000		6,000,000
Net loss					(1,736,284)			(1,736,284)
Issuance of series A preferred stock				3,446,468				3,446,468
Issuance of series A preferred stock (in Shares)		3,436
Issuance of common stock for deferred offering costs			$ 25	1,250,815				1,250,840
Issuance of common stock for deferred offering costs (in Shares)			250,168
Issuance of common stock related to debt maturity			$ 3	149,997				150,000
Issuance of common stock related to debt maturity (in Shares)			30,000
Extinguishment of derivative liability related to exchange of convertible and related party debt				410,144				410,144
Stock-based compensation				79,341				79,341
Shares issued under employee agreements
Shares issued under employee agreements (in Shares)			4,000
Balance at Sep. 30, 2023			$ 628	6,747,489	(6,025,603)			722,514
Balance (in Shares) at Sep. 30, 2023	2,000	3,436	6,284,168
Balance at Jun. 30, 2023			$ 600	4,646,081	(5,681,764)			(1,035,083)
Balance (in Shares) at Jun. 30, 2023	2,000	2,836	6,004,000
Net loss					(343,839)			(343,839)
Issuance of series A preferred stock				600,000				600,000
Issuance of series A preferred stock (in Shares)		600
Issuance of common stock for deferred offering costs			$ 25	1,250,815				1,250,840
Issuance of common stock for deferred offering costs (in Shares)			250,168
Issuance of common stock related to debt maturity			$ 3	149,997				150,000
Issuance of common stock related to debt maturity (in Shares)			30,000
Extinguishment of derivative liability related to exchange of convertible and related party debt				95,555				95,555
Stock-based compensation				5,041				5,041
Balance at Sep. 30, 2023			$ 628	6,747,489	(6,025,603)			722,514
Balance (in Shares) at Sep. 30, 2023	2,000	3,436	6,284,168
Balance at Dec. 31, 2023			$ 1,341	18,016,400	(12,107,756)	$ 5,909,985	$ 3,857,076	9,767,061
Balance (in Shares) at Dec. 31, 2023	2,000		13,406,480
Net loss					(9,371,036)	(9,371,036)	47,197	(9,323,839)
Issuance of common stock for acquisitions			$ 162	2,412,612		2,412,774	1,529,806	3,942,580
Issuance of common stock for acquisitions (in Shares)			1,618,630
Equity awards issued with debt issuance			$ 130	1,226,637		1,226,767		1,226,767
Equity awards issued with debt issuance (in Shares)			1,311,232
Stock-based compensation			$ 95	4,054,726		4,054,821		4,054,821
Stock-based compensation (in Shares)			945,769
Issuance of common stock for equity awards, net of shares withheld for taxes			$ 128	722,915		723,043		723,043
Issuance of common stock for equity awards, net of shares withheld for taxes (in Shares)			1,278,088
Balance at Sep. 30, 2024			$ 1,856	26,433,290	(21,478,792)	4,956,354	5,434,079	10,390,433
Balance (in Shares) at Sep. 30, 2024	2,000		18,560,199
Balance at Jun. 30, 2024			$ 1,513	23,715,067	(19,026,624)	4,689,956	5,374,539	10,064,495
Balance (in Shares) at Jun. 30, 2024	2,000		15,134,647
Net loss					(2,452,168)	(2,452,168)	59,540	(2,392,628)
Issuance of common stock for acquisitions			$ 51	528,273		528,324		528,324
Issuance of common stock for acquisitions (in Shares)			500,893
Equity awards issued with debt issuance			$ 118	1,075,412		1,075,530		1,075,530
Equity awards issued with debt issuance (in Shares)			1,194,232
Stock-based compensation			$ 46	389,665		389,711		389,711
Stock-based compensation (in Shares)			455,769
Issuance of common stock for equity awards, net of shares withheld for taxes			$ 128	724,873		725,001		725,001
Issuance of common stock for equity awards, net of shares withheld for taxes (in Shares)			1,274,658
Balance at Sep. 30, 2024			$ 1,856	$ 26,433,290	$ (21,478,792)	$ 4,956,354	$ 5,434,079	$ 10,390,433
Balance (in Shares) at Sep. 30, 2024	2,000		18,560,199

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities:
Net loss	$ (9,323,839)	$ (1,736,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	4,054,821	79,341
Amortization and deprecation	725,866
Noncash lease expense	376,631
Change in fair value of derivatives	(218,998)	(138,985)
Amortization of debt discount and financing fees	455,289	927,319
Loss on extinguishment of debt	722,729
Non-cash interest expense	9,029	56,877
Provision for credit losses	82,099	17,826
Changes in Operating Assets and Liabilities:
Accounts receivable	(60,859)	132,513
Deposits and prepaid expenses	21,778	45,000
Accounts payable	752,181	(171,370)
Accrued expenses	452,988	145,013
Contract liabilities	72,365
Security deposits payable	329,859	191,965
Operating lease liabilities	(384,875)
Net Cash Used in Operating Activities	(1,932,936)	(450,785)
Cash Flows from Investing Activities:
Purchase of property, plant and equipment	(5,033)
Cash acquired through acquisition of businesses, net of $240,470 cash paid for acquisitions	24,947
Net Cash Provided by Investing Activities	19,914
Cash Flows from Financing Activities:
Borrowings on bank line of credit	223,578	293,523
Payments on bank line of credit	(147,881)	(277,695)
Proceeds from notes payable	2,889,869
Payments deferred debt issuance costs	(395,407)
Payments on notes payable	(949,556)	(280,951)
Proceeds from advances on future receipts	500,000	500,650
Payments on advances on future receipts	(521,463)	(326,250)
Payments on post-acquisition consideration	(120,000)
Payments related to the public offering		(595,108)
Payments to related party		(18,855)
Proceeds from issuance of preferred stock		1,523,000
Proceeds from issuance of common stock	1,951,768
Withholding tax paid on behalf of employees on stock based awards	(1,957)
Net Cash Provided by Financing Activities	3,428,951	818,314
Net Increase in Cash and Restricted Cash	1,515,929	367,529
Cash and Restricted Cash at Beginning of Period	2,443,827	1,529,922
Cash and Restricted Cash at End of Period	3,959,756	1,897,451
Cash Paid During the Period for:
Interest	106,202	22,386
Taxes
Non-Cash Activities:
Derivative liability embedded in debt instruments	269,038
Issuance of 1,618,630 shares of common stock as consideration of acquisitions of businesses	2,412,774
Issuance of 1,081,030 shares of common stock as part of the issuance of notes payable	1,076,768
Issuance of 945,769 shares of common stock for services rendered	4,054,821
Issuance of 230,202 shares of common stock for accounts payable	150,000
Office leases acquired under operating lease obligations	796,573
Convertible debt and related party debt exchanged for 1,912 shares of Series A Convertible Preferred Stock		1,923,468
Decrease in accounts payable related to deferred offering costs		(77,204)
Value of 250,168 shares of common stock issued for deferred offering costs		1,250,840
Issuance of 30,000 shares of common stock as part of the repayment of the OID Note		150,000
Settlement of conversion rights		410,144
Reconciliation of Cash and Restricted Cash
Cash	1,811,608	350,276
Restricted Cash	2,148,148	1,547,175
Cash and Restricted Cash	$ 3,959,756	$ 1,897,451

Condensed Consolidated Statement of Cash Flows (Unaudited) (Parentheticals) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Statement of Cash Flows [Abstract]
Net of cash paid for acquisitions (in Dollars)	$ 240,470	$ 240,470
Issuance of shares of common stock as consideration of acquisitions of businesses	1,618,630	1,618,630
Issuance of shares of common stock as part of the issuance of notes payable	1,081,030	1,081,030
Issuance of shares of common stock for services rendered	945,769	945,769
Issuance of shares of common stock for accounts payable	230,202	230,202
Convertible debt and related party debt exchanged for shares of Series A Convertible Preferred Stock	1,912	1,912
Value of shares of common stock issued for deferred offering costs	250,168	250,168
Issuance of shares of common stock as part of the repayment of the OID Note	30,000	30,000

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Liquidity – Going Concern and Management’s Plans

On September 30, 2024, the Company had a cash balance of $1.8 million and negative working capital of $1.5 million.

Reclassifications

Recently Adopted Accounting Standards

Recently Issued Accounting Standards Not Yet Adopted

Business Combinations

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

Business Combinations

Note 2 — Business Combinations

Transaction costs associated with business combinations are expensed as incurred.

	Winter Garden			Georgia			California			Lakeland			Success			BF Prime			Nona Title			Total
Acquired ownership		100	%		51	%		51	%		51	%		51	%		100	%		100	%
Acquisition date		2/21/2024			3/7/2024			3/15/2024			4/18/2024			5/25/2024			8/19/2024			8/21/2024
Common stock issued		268,858			276,178			1,387			514,939			56,375			39,739			461,154			1,618,630

Cash consideration	$	—		$	—		$	—		$	50,000		$	10,000		$	5,890		$	174,580		$	240,470
Equity consideration		352,204			516,453			123,113			823,903			68,778			44,111			484,212		$	2,412,774
Total purchase price	$	352,204		$	516,453		$	123,113		$	873,903		$	78,778		$	50,001		$	658,792		$	2,653,244
Noncontrolling interest		—			496,200			118,285			839,632			75,689			—			—			1,529,806
Acquisition date fair value	$	352,204		$	1,012,653		$	241,398		$	1,713,535		$	154,467		$	50,001		$	658,792		$	4,183,050

Purchase price allocation	$	352,204		$	1,012,653		$	241,398		$	1,713,535		$	154,467		$	50,001		$	658,792		$	4,183,050
Less fair value of net assets acquired:
Cash		17,623			79,553			1,436			32,935			171			4,542			129,157		$	265,417
Working capital (less cash)		(17,148	)		(54,991	)		(45,027	)		(59,325	)		(21,323	)		(3,817	)		(128,306	)	$	(329,937	)
Intangible assets		171,767			446,657			111,202			815,411			104,798			9,632			102,619		$	1,762,086
Long-term assets		—			91,118			106,542			129,521			22,697			14,545			—		$	364,423
Long-term liabilities		—			(98,641	)		(69,449	)		(94,591	)		(8,236	)		(7,500	)		—			(278,417	)
Net assets acquired		172,242			463,696			104,704			823,951			98,107			17,402			103,470			1,783,572
Goodwill	$	179,962		$	548,957		$	136,694		$	889,584		$	56,360		$	32,599		$	555,322		$	2,399,478

The classes of intangible identifiable assets acquired and the estimated useful life of each class is presented in the table below for the seven acquisitions:

	Winter Garden		Georgia		California		Lakeland		Success		BF Prime		Nona Title		Total
Franchise agreement (10 to 11 years)	$	146,990	$	356,200	$	92,367	$	511,453	$	48,302	$	7,771	$	—	$	1,163,083
Agent relationships (8 to 11 years)		—		43,447		7,657		147,455		—		—		102,619		301,178
Real estate listings (1 year)		22,239		37,310		10,417		129,847		55,228		1,526		—		256,567
Non-compete agreements (4 years)		2,538		9,700		761		26,656		1,268		335		—		41,258
Total identifiable intangible assets acquired	$	171,767	$	446,657	$	111,202	$	815,411	$	104,798	$	9,632	$	102,619	$	1,762,086

	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2024		2024
Revenue	$	3,747,768	$	7,000,849
Cost of revenue	$	3,413,612	$	6,395,796
Gross profit	$	334,156	$	605,053
Loss before provision for income taxes	$	141,839	$	236,410

The unaudited pro forma financial information is presented in the table below for the nine-month periods ended September 30, 2024 and 2023:

	Nine Months Ended
	September 30,
	2024			2023

Revenue	$	54,378,721		$	18,792,646
Cost of revenue		49,592,570			16,576,555
Gross profit	$	4,786,151		$	2,216,091

Loss before provision for income taxes	$	(8,565,144	)	$	(2,933,631	)
Loss per share of common stock attributable to common stockholders, basic and diluted	$	(0.61	)	$	(0.28	)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders		15,852,396			10,372,037

Assets

9 Months Ended

Sep. 30, 2024

Assets [Abstract]

Assets

Note 3 — Assets

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable Roll-forward	Accounts Receivable, Gross		Allowance for Doubtful Accounts			Accounts Receivable, Net
December 31, 2023	$	909,880	$	(83,456	)	$	826,424
Increase in accounts receivable		73,065					73,065
Bad debt expense				(83,943	)		(83,943	)
Reduction in revenue				(10,194	)		(10,194	)
Accounts receivable write-offs				12,039			12,039
September 30, 2024	$	982,945	$	(165,554	)	$	817,391

Intangible Assets

The components of purchased intangible assets were as follows:

	Weighted Average
	Remaining	September 30, 2024						December 31, 2023
	Amortization	Gross						Gross
	Period (in years)	Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount
Franchise agreement	10	$	4,906,164	$	350,143	$	4,556,021	$	3,743,081	$	32,334	$	3,710,747
Agent relationships	8		823,958		68,875		755,083		522,780		8,692		514,088
Real estate listings	0		555,366		340,793		214,573		298,798		28,366		270,432
Non-compete agreements	3		182,182		34,637		147,545		140,924		3,742		137,182
Total	9	$	6,467,670	$	794,448	$	5,673,222	$	4,705,583	$	73,134	$	4,632,449

	Amortization
2024	$	284,739
2025		694,781
2026		611,958
2027		608,345
2028		568,353
Thereafter		2,905,046
Total	$	5,673,222

Liabilities

9 Months Ended

Sep. 30, 2024

Liabilities [Abstract]

Liabilities

Note 4 — Liabilities

Fair Value Measurements

●

Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

●

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows:

	September 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability (See Note 5)	$	—	$	—	$	50,040	$	50,040	$	—	$	—	$	—	$	—

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the three-month periods ended September 30, 2024 and 2023:

	2024			2023
Balance – June 30,	$	317,400		$	587,006
Issuance of common stock related to the derivative liability		—			(157,500	)
Issuance of derivative liabilities		39,738
Extinguishment of derivative liability		—			(95,555	)
Change in fair market value		(307,098	)		(10,201	)
Balance – September 30,	$	50,040		$	323,750

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the nine-month periods ended September 30, 2024 and 2023:

	2024			2023
Balance – January 1,	$	—		$	1,022,879
Issuance of derivative liabilities		269,038			7,500
Issuance of common stock related to the derivative liability		—			(157,500	)
Extinguishment of derivative liability		—			(410,144	)
Change in fair market value		(218,998	)		(138,985	)
Balance – September 30,	$	50,040		$	323,750

	February 20,			April 1,			July 16,			September 30,
	2024			2024			2024			2024
Weighted average fair value	$	0.78		$	0.91		$	0.86		$	0.17
Stock Price	$	1.50		$	1.66		$	1.54		$	0.65
Strike Price	$	3.00		$	3.00		$	3.00		$	3.00
Dividend yield		—			—			—			—
Expected volatility factor		77.5	%		78.5	%		75.1	%		71.1	%
Risk-free interest rate		4.3	%		4.3	%		4.1	%		3.6	%
Expected life (in years)		5.0			5.0			5.0			4.7

Contract Liabilities and Performance Obligations

Borrowings

9 Months Ended

Sep. 30, 2024

Borrowings [Abstract]

Borrowings

Note 5 — Borrowings

Line of Credit

Cash Advance Agreements

Notes Payable-Senior Secured Promissory Notes

The Senior Secured Promissory Notes are comprised of the following:

	September 30,
Senior Secured Promissory Notes	2024
Principal amount	$	1,890,192
Unamortized debt discount		—
Net carrying value	$	1,890,192

Notes Payable-Promissory Note

Notes Payable-Economic Injury Disaster Loans

Future maturities of Economic Injury Disaster Loans as of September 30, 2024, were as follows:

	September 30,
Economic Injury Disaster Loans-Future Maturities	2024
2024 – remainder of year	$	1,375
2025		5,500
2026		5,500
2027		5,500
2028		5,500
2029		5,500
Thereafter		620,359
Total	$	649,234

Total Notes Payable as of September 30, 2024 and December 31, 2023 were as follows:

	September 30,			December 31,
Notes Payable	2024			2023
Senior secured promissory note (SSPN) #1	$	106,192		$	—
Senior secured promissory note #2		1,316,000			—
Senior secured promissory note #3		468,000			—
Promissory note payable		200,000			—
Economic injury disaster loans (EIDL)		649,234			619,527

Current portion:
Less: current portion-SSPNs		(1,890,192	)		—
Less: current portion-Promissory note payable		(200,000	)		—
Less: current portion-EIDL		(5,500	)		(4,400	)
Notes payable, net of current	$	643,734		$	615,127

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Leases

Supplemental cash flow information related to leases is as follows:

	Nine Months Ended
	September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities	$	448,783	$	—
Right-of-use assets obtained in exchange for lease liabilities	$	796,573	$	—

Supplemental balance sheet information related to leases is as follows:

	September 30,		December 31,
	2024		2023
Assets:
Right-of-use assets	$	1,088,759	$	687,570

Liabilities:
Lease liability, current	$	526,609	$	340,566
Lease liability, noncurrent		581,622		363,029
	$	1,108,231	$	703,595

Future maturities on lease liabilities as of September 30, 2024, are as follows:

	September 30,
	2024
2024 – remainder of year	$	189,795
2025		514,507
2026		342,062
2027		184,864
2028		16,639
Total minimum lease payments		1,247,867
Less: imputed interest		(139,636	)
Present value of lease obligations		1,108,231
Less: current portion		(526,609	)
Long-term portion of lease obligations	$	581,622

There were no leases with residual value guarantees.

Legal Proceedings

Warrants

9 Months Ended

Sep. 30, 2024

Warrants [Abstract]

Warrants

Note 7 — Warrants

Warrants are issued to consultants as compensation or as part of certain capital raises which entitle the holder to purchase shares of the Company’s common stock at a fixed price.

At September 30, 2024, warrants outstanding that have vested and are expected to vest are as follows:

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Shares		Price		(in years)		Value
Vested		1,282,211	$	2.01		3.50	$	49,153
Expected to vest		301,500		2.25		5.52		—
Total		1,583,711	$	2.06		3.88	$	49,153

Additional information with respect to warrant activity:

			Weighted Average
	Number of		Exercise
	Shares		Price
Balance — December 31, 2023		937,458	$	1.68
Granted		646,253		2.60
Balance — September 30, 2024		1,583,711	$	2.06

As of September 30, 2024 and December 31, 2023, there was no unrecognized expense related to warrants.

The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the award at the grant date.

The weighted average fair value of warrants granted in the first nine months of 2024 and the assumptions used in the Black-Scholes model are set forth in the table below.

	September 30,
	2024
Weighted average fair value	$	0.76
Dividend yield		—
Expected volatility factor		69.0	%
Risk-free interest rate		4.3	%
Expected life (in years)		5.4

Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Stockholders’ Equity [Abstract]

Stockholders' Equity

Note 8 — Stockholders’ Equity

Common Stock Issuances

Stock Option Awards

At September 30, 2024, options outstanding that have vested and are expected to vest are as follows:

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Shares		Price		(in years)		Value
Vested		3,652,910	$	1.75		9.28	$	—
Expected to vest		140,000		1.10		9.75		—
Total		3,792,910	$	1.73		9.29	$	—

Additional information with respect to stock option activity:

			Weighted
			Average
	Number of		Exercise
	Shares		Price
Balance — December 31, 2023		1,259,725	$	2.02
Granted		2,533,185		1.57
Balance — September 30, 2024		3,792,910	$	1.73

The weighted average fair value of stock options granted in the first nine months of 2024 and the assumptions used in the Black-Scholes model are set forth in the table below.

	September 30,
	2024
Weighted average fair value	$	0.70
Dividend yield		—
Expected volatility factor		70.5	%
Risk-free interest rate		3.7	%
Expected life (in years)		9.0

Restricted Stock Units

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Note 9 — Earnings Per Share

The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been antidilutive:

	Nine Months Ended
	September 30,
	2024		2023
Warrants		1,583,711		887,458
Options		3,792,910		60,000
Restricted stock units		69,209		—
Future equity shares		—		90,000
Total		5,445,830		1,037,458

Segments

9 Months Ended

Sep. 30, 2024

Segments [Abstract]

Segments

Note 10 — Segments

The Company’s business is organized into five material reportable segments which aggregate 100% of revenue:

Real Estate Brokerage Services (Residential)

Franchising Services

Coaching Services

Property Management

Real Estate Brokerage Services (Commercial)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2024			2023		2024			2023
Revenue by segment
Real estate brokerage services (residential)	$	16,484,016		$	3,848,991	$	42,580,179		$	11,851,678
Franchising services		65,713			217,450		278,902			734,235
Coaching services		125,262			182,393		469,279			464,603
Property management		2,853,735			2,512,810		8,156,002			7,169,786
Real estate brokerage services (commercial)		64,310			30,606		248,993			100,304
	$	19,593,036		$	6,792,250	$	51,733,355		$	20,320,606
Cost of goods sold by segment
Real estate brokerage services (residential)	$	14,968,472		$	3,525,248	$	38,642,509		$	10,886,249
Franchising services		123,294			119,491		376,836			338,073
Coaching services		70,893			97,607		255,557			241,476
Property management		2,754,610			2,474,125		7,900,050			6,983,494
Real estate brokerage services (commercial)		39,861			280		174,189			870
	$	17,957,130		$	6,216,751	$	47,349,141		$	18,450,162
Gross profit by segment
Real estate brokerage services (residential)	$	1,515,544		$	323,743	$	3,937,670		$	965,429
Franchising services		(57,581	)		97,959		(97,934	)		396,162
Coaching services		54,369			84,786		213,722			223,127
Property management		99,125			38,685		255,952			186,292
Real estate brokerage services (commercial)		24,449			30,326		74,804			99,434
	$	1,635,906		$	575,499	$	4,384,214		$	1,870,444

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Performance obligations satisfied at a point in time	$	16,190,693	$	4,689,688	$	41,966,463	$	12,847,421
Performance obligations satisfied over time		3,402,343		2,102,562		9,766,892		7,473,185
	$	19,593,036	$	6,792,250	$	51,733,355	$	20,320,606

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 11 — Subsequent Events

Legal Proceedings

Equity Issuance

Debt Issuance

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,452,168)	$ (343,839)	$ (9,371,036)	$ (1,736,284)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)	9 Months Ended
Accounting Policies, by Policy (Policies)	Sep. 30, 2024
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The Company has made estimates and judgements affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited and reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented, which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to the Company’s going concern assessment. The carrying amounts of assets and liabilities presented in the unaudited condensed financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements include the financial statements of the Company, all entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated. Business combinations consummated during the reporting period are reflected in the Company’s results effective from the date of acquisition through the end of the reporting period. Results of the three- and nine-month periods ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the Company as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K. The condensed consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited financial statements referred to above.
Liquidity – Going Concern and Management’s Plans	Liquidity – Going Concern and Management’s Plans On September 30, 2024, the Company had a cash balance of $1.8 million and negative working capital of $1.5 million. The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become profitable, the Company will require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. Until such time that the Company fully implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company. As such, the Company anticipates that its existing working capital, including cash on hand, and cash generated from operations will not be sufficient to meet projected operating expenses for the foreseeable future through at least twelve months from the issuance of the consolidated financial statements. The Company will be required to raise additional capital to service its promissory notes, to repay the principal balance of each of the notes, and to fund ongoing operations. The Company has incurred recurring net losses, and the Company’s operations have not provided net positive cash flows. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company plans on continuing to expand via acquisition, which will help achieve future profitability, and the Company has plans to raise capital from outside investors, as it has done in the past, to fund operating losses and to provide capital for further business acquisitions. There can be no assurance the Company can successfully raise the capital needed.
Reclassifications	Reclassifications Certain items in the prior period’s condensed consolidated financial statements have been reclassified to conform to the current year presentation reflected in the financial statements. Specifically, stock-based compensation was separated from general and administrative expenses on the condensed consolidated statements of operations.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain disclosures for equity securities subject to contractual sale restrictions. ASU 2022-03 is effective for the Company in the fiscal year beginning after December 15, 2023. The Company adopted the standard beginning in fiscal year 2024. The adoption did not have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The ASU is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the standard beginning in fiscal year 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”). The amendments are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating the ASU to determine its impact on the Company’s income tax disclosures.

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed

The values assigned to certain acquired assets and liabilities are preliminary as the Company is continuing to evaluate the fair value of the assets and liabilities and may be adjusted as further information becomes available during the allocation period of up to 12 months from the acquisition date.

	Winter Garden			Georgia			California			Lakeland			Success			BF Prime			Nona Title			Total
Acquired ownership		100	%		51	%		51	%		51	%		51	%		100	%		100	%
Acquisition date		2/21/2024			3/7/2024			3/15/2024			4/18/2024			5/25/2024			8/19/2024			8/21/2024
Common stock issued		268,858			276,178			1,387			514,939			56,375			39,739			461,154			1,618,630

Cash consideration	$	—		$	—		$	—		$	50,000		$	10,000		$	5,890		$	174,580		$	240,470
Equity consideration		352,204			516,453			123,113			823,903			68,778			44,111			484,212		$	2,412,774
Total purchase price	$	352,204		$	516,453		$	123,113		$	873,903		$	78,778		$	50,001		$	658,792		$	2,653,244
Noncontrolling interest		—			496,200			118,285			839,632			75,689			—			—			1,529,806
Acquisition date fair value	$	352,204		$	1,012,653		$	241,398		$	1,713,535		$	154,467		$	50,001		$	658,792		$	4,183,050

Purchase price allocation	$	352,204		$	1,012,653		$	241,398		$	1,713,535		$	154,467		$	50,001		$	658,792		$	4,183,050
Less fair value of net assets acquired:
Cash		17,623			79,553			1,436			32,935			171			4,542			129,157		$	265,417
Working capital (less cash)		(17,148	)		(54,991	)		(45,027	)		(59,325	)		(21,323	)		(3,817	)		(128,306	)	$	(329,937	)
Intangible assets		171,767			446,657			111,202			815,411			104,798			9,632			102,619		$	1,762,086
Long-term assets		—			91,118			106,542			129,521			22,697			14,545			—		$	364,423
Long-term liabilities		—			(98,641	)		(69,449	)		(94,591	)		(8,236	)		(7,500	)		—			(278,417	)
Net assets acquired		172,242			463,696			104,704			823,951			98,107			17,402			103,470			1,783,572
Goodwill	$	179,962		$	548,957		$	136,694		$	889,584		$	56,360		$	32,599		$	555,322		$	2,399,478

Schedule of Intangible Assets Acquired and the Estimated Useful Life

The classes of intangible identifiable assets acquired and the estimated useful life of each class is presented in the table below for the seven acquisitions:

	Winter Garden		Georgia		California		Lakeland		Success		BF Prime		Nona Title		Total
Franchise agreement (10 to 11 years)	$	146,990	$	356,200	$	92,367	$	511,453	$	48,302	$	7,771	$	—	$	1,163,083
Agent relationships (8 to 11 years)		—		43,447		7,657		147,455		—		—		102,619		301,178
Real estate listings (1 year)		22,239		37,310		10,417		129,847		55,228		1,526		—		256,567
Non-compete agreements (4 years)		2,538		9,700		761		26,656		1,268		335		—		41,258
Total identifiable intangible assets acquired	$	171,767	$	446,657	$	111,202	$	815,411	$	104,798	$	9,632	$	102,619	$	1,762,086

Schedule of Pro Forma Financial Information

	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2024		2024
Revenue	$	3,747,768	$	7,000,849
Cost of revenue	$	3,413,612	$	6,395,796
Gross profit	$	334,156	$	605,053
Loss before provision for income taxes	$	141,839	$	236,410

The unaudited pro forma financial information is presented in the table below for the nine-month periods ended September 30, 2024 and 2023:

	Nine Months Ended
	September 30,
	2024			2023

Revenue	$	54,378,721		$	18,792,646
Cost of revenue		49,592,570			16,576,555
Gross profit	$	4,786,151		$	2,216,091

Loss before provision for income taxes	$	(8,565,144	)	$	(2,933,631	)
Loss per share of common stock attributable to common stockholders, basic and diluted	$	(0.61	)	$	(0.28	)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders		15,852,396			10,372,037

Assets (Tables)

9 Months Ended

Sep. 30, 2024

Assets [Abstract]

Schedule of Accounts Receivable and Allowance for Credit Losses

The allowance for credit losses of uncollectible accounts receivable is recorded to general and administrative expense.

Accounts Receivable Roll-forward	Accounts Receivable, Gross		Allowance for Doubtful Accounts			Accounts Receivable, Net
December 31, 2023	$	909,880	$	(83,456	)	$	826,424
Increase in accounts receivable		73,065					73,065
Bad debt expense				(83,943	)		(83,943	)
Reduction in revenue				(10,194	)		(10,194	)
Accounts receivable write-offs				12,039			12,039
September 30, 2024	$	982,945	$	(165,554	)	$	817,391

Schedule of Components of Purchased intangible Assets

The components of purchased intangible assets were as follows:

	Weighted Average
	Remaining	September 30, 2024						December 31, 2023
	Amortization	Gross						Gross
	Period (in years)	Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount
Franchise agreement	10	$	4,906,164	$	350,143	$	4,556,021	$	3,743,081	$	32,334	$	3,710,747
Agent relationships	8		823,958		68,875		755,083		522,780		8,692		514,088
Real estate listings	0		555,366		340,793		214,573		298,798		28,366		270,432
Non-compete agreements	3		182,182		34,637		147,545		140,924		3,742		137,182
Total	9	$	6,467,670	$	794,448	$	5,673,222	$	4,705,583	$	73,134	$	4,632,449

Schedule of Estimated Amortization Expense

Based on the intangible assets recorded at September 30, 2024, and assuming no subsequent additions or impairment of the underlying assets, the remaining estimated amortization expense is expected to be as follows:

	Amortization
2024	$	284,739
2025		694,781
2026		611,958
2027		608,345
2028		568,353
Thereafter		2,905,046
Total	$	5,673,222

Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Liabilities [Abstract]

Schedule of Company’s Liabilities Measured at Fair Value on a Recurring Basis

A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows:

	September 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability (See Note 5)	$	—	$	—	$	50,040	$	50,040	$	—	$	—	$	—	$	—

Schedule of Summary of Changes in Fair Value Associated With the Level 3 Liabilities

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the three-month periods ended September 30, 2024 and 2023:

	2024			2023
Balance – June 30,	$	317,400		$	587,006
Issuance of common stock related to the derivative liability		—			(157,500	)
Issuance of derivative liabilities		39,738
Extinguishment of derivative liability		—			(95,555	)
Change in fair market value		(307,098	)		(10,201	)
Balance – September 30,	$	50,040		$	323,750

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the nine-month periods ended September 30, 2024 and 2023:

	2024			2023
Balance – January 1,	$	—		$	1,022,879
Issuance of derivative liabilities		269,038			7,500
Issuance of common stock related to the derivative liability		—			(157,500	)
Extinguishment of derivative liability		—			(410,144	)
Change in fair market value		(218,998	)		(138,985	)
Balance – September 30,	$	50,040		$	323,750

Schedule of Weighted Average Fair Value of Warrants Granted

The fair value of the derivative liabilities on the issuance dates and the balance sheet date and the assumptions used in the Black-Scholes model are set forth in the table below.

	February 20,			April 1,			July 16,			September 30,
	2024			2024			2024			2024
Weighted average fair value	$	0.78		$	0.91		$	0.86		$	0.17
Stock Price	$	1.50		$	1.66		$	1.54		$	0.65
Strike Price	$	3.00		$	3.00		$	3.00		$	3.00
Dividend yield		—			—			—			—
Expected volatility factor		77.5	%		78.5	%		75.1	%		71.1	%
Risk-free interest rate		4.3	%		4.3	%		4.1	%		3.6	%
Expected life (in years)		5.0			5.0			5.0			4.7

Borrowings (Tables)

9 Months Ended

Sep. 30, 2024

Borrowings [Abstract]

Schedule of Senior Secured Promissory Notes

The Senior Secured Promissory Notes are comprised of the following:

	September 30,
Senior Secured Promissory Notes	2024
Principal amount	$	1,890,192
Unamortized debt discount		—
Net carrying value	$	1,890,192

Schedule of Future Maturities of Economic Injury Disaster Loans

Future maturities of Economic Injury Disaster Loans as of September 30, 2024, were as follows:

	September 30,
Economic Injury Disaster Loans-Future Maturities	2024
2024 – remainder of year	$	1,375
2025		5,500
2026		5,500
2027		5,500
2028		5,500
2029		5,500
Thereafter		620,359
Total	$	649,234

Schedule of Total Notes Payable

Total Notes Payable as of September 30, 2024 and December 31, 2023 were as follows:

	September 30,			December 31,
Notes Payable	2024			2023
Senior secured promissory note (SSPN) #1	$	106,192		$	—
Senior secured promissory note #2		1,316,000			—
Senior secured promissory note #3		468,000			—
Promissory note payable		200,000			—
Economic injury disaster loans (EIDL)		649,234			619,527

Current portion:
Less: current portion-SSPNs		(1,890,192	)		—
Less: current portion-Promissory note payable		(200,000	)		—
Less: current portion-EIDL		(5,500	)		(4,400	)
Notes payable, net of current	$	643,734		$	615,127

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases is as follows:

	Nine Months Ended
	September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities	$	448,783	$	—
Right-of-use assets obtained in exchange for lease liabilities	$	796,573	$	—

Schedule of Supplemental Balnace Sheet Information Related to Leases

Supplemental balance sheet information related to leases is as follows:

	September 30,		December 31,
	2024		2023
Assets:
Right-of-use assets	$	1,088,759	$	687,570

Liabilities:
Lease liability, current	$	526,609	$	340,566
Lease liability, noncurrent		581,622		363,029
	$	1,108,231	$	703,595

Schedule of Future Maturities on Lease Liabilities

Future maturities on lease liabilities as of September 30, 2024, are as follows:

	September 30,
	2024
2024 – remainder of year	$	189,795
2025		514,507
2026		342,062
2027		184,864
2028		16,639
Total minimum lease payments		1,247,867
Less: imputed interest		(139,636	)
Present value of lease obligations		1,108,231
Less: current portion		(526,609	)
Long-term portion of lease obligations	$	581,622

Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Warrants [Abstract]

Schedule of Warrants Outstanding

At September 30, 2024, warrants outstanding that have vested and are expected to vest are as follows:

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Shares		Price		(in years)		Value
Vested		1,282,211	$	2.01		3.50	$	49,153
Expected to vest		301,500		2.25		5.52		—
Total		1,583,711	$	2.06		3.88	$	49,153

Schedule of Additional Information with Respect to Warrant Activity

Additional information with respect to warrant activity:

			Weighted Average
	Number of		Exercise
	Shares		Price
Balance — December 31, 2023		937,458	$	1.68
Granted		646,253		2.60
Balance — September 30, 2024		1,583,711	$	2.06

Schedule of Weighted Average Fair Value of Warrants Granted

The weighted average fair value of warrants granted in the first nine months of 2024 and the assumptions used in the Black-Scholes model are set forth in the table below.

	September 30,
	2024
Weighted average fair value	$	0.76
Dividend yield		—
Expected volatility factor		69.0	%
Risk-free interest rate		4.3	%
Expected life (in years)		5.4

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders’ Equity [Abstract]

Schedule of Options Outstanding that Have Vested and are Expected to Vest

At September 30, 2024, options outstanding that have vested and are expected to vest are as follows:

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Shares		Price		(in years)		Value
Vested		3,652,910	$	1.75		9.28	$	—
Expected to vest		140,000		1.10		9.75		—
Total		3,792,910	$	1.73		9.29	$	—

Schedule of Stock Option Activity

Additional information with respect to stock option activity:

			Weighted
			Average
	Number of		Exercise
	Shares		Price
Balance — December 31, 2023		1,259,725	$	2.02
Granted		2,533,185		1.57
Balance — September 30, 2024		3,792,910	$	1.73

Schedule of Weighted Average Fair Value of Stock Options Granted

The weighted average fair value of stock options granted in the first nine months of 2024 and the assumptions used in the Black-Scholes model are set forth in the table below.

	September 30,
	2024
Weighted average fair value	$	0.70
Dividend yield		—
Expected volatility factor		70.5	%
Risk-free interest rate		3.7	%
Expected life (in years)		9.0

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Dilutive Weighted Average Shares Outstanding

The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been antidilutive:

	Nine Months Ended
	September 30,
	2024		2023
Warrants		1,583,711		887,458
Options		3,792,910		60,000
Restricted stock units		69,209		—
Future equity shares		—		90,000
Total		5,445,830		1,037,458

Segments (Tables)

9 Months Ended

Sep. 30, 2024

Segments [Abstract]

Schedule of Information about Reportable Segments

The following represents the information for the Company’s reportable segments for the three and nine months ended September 30, 2024 and 2023, respectively.

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2024			2023		2024			2023
Revenue by segment
Real estate brokerage services (residential)	$	16,484,016		$	3,848,991	$	42,580,179		$	11,851,678
Franchising services		65,713			217,450		278,902			734,235
Coaching services		125,262			182,393		469,279			464,603
Property management		2,853,735			2,512,810		8,156,002			7,169,786
Real estate brokerage services (commercial)		64,310			30,606		248,993			100,304
	$	19,593,036		$	6,792,250	$	51,733,355		$	20,320,606
Cost of goods sold by segment
Real estate brokerage services (residential)	$	14,968,472		$	3,525,248	$	38,642,509		$	10,886,249
Franchising services		123,294			119,491		376,836			338,073
Coaching services		70,893			97,607		255,557			241,476
Property management		2,754,610			2,474,125		7,900,050			6,983,494
Real estate brokerage services (commercial)		39,861			280		174,189			870
	$	17,957,130		$	6,216,751	$	47,349,141		$	18,450,162
Gross profit by segment
Real estate brokerage services (residential)	$	1,515,544		$	323,743	$	3,937,670		$	965,429
Franchising services		(57,581	)		97,959		(97,934	)		396,162
Coaching services		54,369			84,786		213,722			223,127
Property management		99,125			38,685		255,952			186,292
Real estate brokerage services (commercial)		24,449			30,326		74,804			99,434
	$	1,635,906		$	575,499	$	4,384,214		$	1,870,444

Schedule of Disaggregation of Revenue and Timing of Satisfaction of Performance Obligation

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Performance obligations satisfied at a point in time	$	16,190,693	$	4,689,688	$	41,966,463	$	12,847,421
Performance obligations satisfied over time		3,402,343		2,102,562		9,766,892		7,473,185
	$	19,593,036	$	6,792,250	$	51,733,355	$	20,320,606

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Cash balance	$ 1,811,608	$ 959,604	$ 350,276
Negative working capital	$ 1,500,000

Business Combinations (Details)	Sep. 30, 2024
La Rosa Realty Winter Garden LLC [Member]
Business Combinations [Line Items]
Interest acquired	100.00%

Business Combinations (Details) - Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed - Business Acquisition [Member]	9 Months Ended
	Sep. 30, 2024 USD ($) shares
Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed [Line Items]
Common stock issued (in Shares) \| shares	1,618,630
Cash consideration	$ 240,470
Equity consideration	2,412,774
Total purchase price	2,653,244
Noncontrolling interest	1,529,806
Acquisition date fair value	4,183,050
Purchase price allocation	4,183,050
Less fair value of net assets acquired:
Cash	265,417
Working capital (less cash)	(329,937)
Intangible assets	1,762,086
Long-term assets	364,423
Long-term liabilities	(278,417)
Net assets acquired	1,783,572
Goodwill	$ 2,399,478
Winter Garden [Member]
Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed [Line Items]
Acquired ownership	100.00%
Acquisition date	Feb. 21, 2024
Common stock issued (in Shares) \| shares	268,858
Cash consideration
Equity consideration	352,204
Total purchase price	352,204
Noncontrolling interest
Acquisition date fair value	352,204
Purchase price allocation	352,204
Less fair value of net assets acquired:
Cash	17,623
Working capital (less cash)	(17,148)
Intangible assets	171,767
Long-term assets
Long-term liabilities
Net assets acquired	172,242
Goodwill	$ 179,962
Georgia [Member]
Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed [Line Items]
Acquired ownership	51.00%
Acquisition date	Mar. 07, 2024
Common stock issued (in Shares) \| shares	276,178
Cash consideration
Equity consideration	516,453
Total purchase price	516,453
Noncontrolling interest	496,200
Acquisition date fair value	1,012,653
Purchase price allocation	1,012,653
Less fair value of net assets acquired:
Cash	79,553
Working capital (less cash)	(54,991)
Intangible assets	446,657
Long-term assets	91,118
Long-term liabilities	(98,641)
Net assets acquired	463,696
Goodwill	$ 548,957
California [Member]
Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed [Line Items]
Acquired ownership	51.00%
Acquisition date	Mar. 15, 2024
Common stock issued (in Shares) \| shares	1,387
Cash consideration
Equity consideration	123,113
Total purchase price	123,113
Noncontrolling interest	118,285
Acquisition date fair value	241,398
Purchase price allocation	241,398
Less fair value of net assets acquired:
Cash	1,436
Working capital (less cash)	(45,027)
Intangible assets	111,202
Long-term assets	106,542
Long-term liabilities	(69,449)
Net assets acquired	104,704
Goodwill	$ 136,694
Lakeland [Member]
Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed [Line Items]
Acquired ownership	51.00%
Acquisition date	Apr. 18, 2024
Common stock issued (in Shares) \| shares	514,939
Cash consideration	$ 50,000
Equity consideration	823,903
Total purchase price	873,903
Noncontrolling interest	839,632
Acquisition date fair value	1,713,535
Purchase price allocation	1,713,535
Less fair value of net assets acquired:
Cash	32,935
Working capital (less cash)	(59,325)
Intangible assets	815,411
Long-term assets	129,521
Long-term liabilities	(94,591)
Net assets acquired	823,951
Goodwill	$ 889,584
Success [Member]
Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed [Line Items]
Acquired ownership	51.00%
Acquisition date	May 25, 2024
Common stock issued (in Shares) \| shares	56,375
Cash consideration	$ 10,000
Equity consideration	68,778
Total purchase price	78,778
Noncontrolling interest	75,689
Acquisition date fair value	154,467
Purchase price allocation	154,467
Less fair value of net assets acquired:
Cash	171
Working capital (less cash)	(21,323)
Intangible assets	104,798
Long-term assets	22,697
Long-term liabilities	(8,236)
Net assets acquired	98,107
Goodwill	$ 56,360
BF Prime [Member]
Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed [Line Items]
Acquired ownership	100.00%
Acquisition date	Aug. 19, 2024
Common stock issued (in Shares) \| shares	39,739
Cash consideration	$ 5,890
Equity consideration	44,111
Total purchase price	50,001
Noncontrolling interest
Acquisition date fair value	50,001
Purchase price allocation	50,001
Less fair value of net assets acquired:
Cash	4,542
Working capital (less cash)	(3,817)
Intangible assets	9,632
Long-term assets	14,545
Long-term liabilities	(7,500)
Net assets acquired	17,402
Goodwill	$ 32,599
Nona Title [Member]
Schedule of Estimated Fair Values of the Identifiable Assets Acquired and Liabilities Assumed [Line Items]
Acquired ownership	100.00%
Acquisition date	Aug. 21, 2024
Common stock issued (in Shares) \| shares	461,154
Cash consideration	$ 174,580
Equity consideration	484,212
Total purchase price	658,792
Noncontrolling interest
Acquisition date fair value	658,792
Purchase price allocation	658,792
Less fair value of net assets acquired:
Cash	129,157
Working capital (less cash)	(128,306)
Intangible assets	102,619
Long-term assets
Long-term liabilities
Net assets acquired	103,470
Goodwill	$ 555,322

Business Combinations (Details) - Schedule of Intangible Assets Acquired and the Estimated Useful Life	Sep. 30, 2024 USD ($)
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	$ 1,762,086
Franchise agreement [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	1,163,083
Agent relationships [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	301,178
Real estate listings [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	256,567
Non-compete agreements [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	41,258
Winter Garden [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	171,767
Winter Garden [Member] \| Franchise agreement [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	146,990
Winter Garden [Member] \| Agent relationships [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired
Winter Garden [Member] \| Real estate listings [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	22,239
Winter Garden [Member] \| Non-compete agreements [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	2,538
Georgia [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	446,657
Georgia [Member] \| Franchise agreement [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	356,200
Georgia [Member] \| Agent relationships [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	43,447
Georgia [Member] \| Real estate listings [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	37,310
Georgia [Member] \| Non-compete agreements [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	9,700
California [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	111,202
California [Member] \| Franchise agreement [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	92,367
California [Member] \| Agent relationships [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	7,657
California [Member] \| Real estate listings [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	10,417
California [Member] \| Non-compete agreements [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	761
Lakeland [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	815,411
Lakeland [Member] \| Franchise agreement [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	511,453
Lakeland [Member] \| Agent relationships [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	147,455
Lakeland [Member] \| Real estate listings [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	129,847
Lakeland [Member] \| Non-compete agreements [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	26,656
Success [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	104,798
Success [Member] \| Franchise agreement [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	48,302
Success [Member] \| Agent relationships [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired
Success [Member] \| Real estate listings [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	55,228
Success [Member] \| Non-compete agreements [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	1,268
BF Prime [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	9,632
BF Prime [Member] \| Franchise agreement [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	7,771
BF Prime [Member] \| Agent relationships [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired
BF Prime [Member] \| Real estate listings [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	1,526
BF Prime [Member] \| Non-compete agreements [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	335
Nona Title [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	102,619
Nona Title [Member] \| Franchise agreement [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired
Nona Title [Member] \| Agent relationships [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired	102,619
Nona Title [Member] \| Real estate listings [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired
Nona Title [Member] \| Non-compete agreements [Member]
Schedule of Intangibles Assets Acquired and the Estimated Useful Life [Line Items]
Total identifiable intangible assets acquired

Business Combinations (Details) - Schedule of Pro Forma Financial Information - Pro Forma [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Pro Forma Financial Information [Line Items]
Revenue	$ 3,747,768	$ 7,000,849	$ 54,378,721	$ 18,792,646
Cost of revenue	3,413,612	6,395,796	49,592,570	16,576,555
Gross profit	334,156	605,053	4,786,151	2,216,091
Loss before provision for income taxes	$ 141,839	$ 236,410	$ (8,565,144)	$ (2,933,631)
Loss per share of common stock attributable to common stockholders, basic (in Dollars per share)			$ (0.61)	$ (0.28)
Loss per share of common stock attributable to common stockholders, diluted (in Dollars per share)			$ (0.61)	$ (0.28)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders (in Shares)			15,852,396	10,372,037

Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Assets [Abstract]
Impairment charges
Amortization expense	$ 283		$ 721

Assets (Details) - Schedule of Accounts Receivable and Allowance for Credit Losses	9 Months Ended
	Sep. 30, 2024 USD ($)
Schedule Of Accounts Receivable And Allowance For Credit Losses Abstract
Accounts Receivable, Gross, Balance	$ 909,880
Allowance for Doubtful Accounts, Balance	(83,456)
Accounts Receivable, Net, Balance	826,424
Accounts Receivable, Gross, Balance	982,945
Allowance for Doubtful Accounts, Balance	(165,554)
Accounts Receivable, Net, Balance	817,391
Accounts Receivable, Gross, Increase in accounts receivable	73,065
Accounts Receivable, Increase in accounts receivable	73,065
Allowance for Doubtful Accounts,Bad debt expense	(83,943)
Accounts Receivable,Bad debt expense	(83,943)
Allowance for Doubtful Accounts, Reduction in revenue	(10,194)
Accounts Receivable, Reduction in revenue	(10,194)
Allowance for Doubtful Accounts, Accounts receivable write-offs	12,039
Accounts Receivable, Accounts receivable write-offs	$ 12,039

Assets (Details) - Schedule of Components of Purchased intangible Assets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Components of Purchased intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in years)	9 years
Gross Carrying Amount	$ 6,467,670	$ 4,705,583
Accumulated Amortization	794,448	73,134
Net Amount	$ 5,673,222	4,632,449
Franchise agreement [Member]
Schedule of Components of Purchased intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in years)	10 years
Gross Carrying Amount	$ 4,906,164	3,743,081
Accumulated Amortization	350,143	32,334
Net Amount	$ 4,556,021	3,710,747
Agent relationships [Member]
Schedule of Components of Purchased intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in years)	8 years
Gross Carrying Amount	$ 823,958	522,780
Accumulated Amortization	68,875	8,692
Net Amount	$ 755,083	514,088
Real estate listings [Member]
Schedule of Components of Purchased intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in years)	0 years
Gross Carrying Amount	$ 555,366	298,798
Accumulated Amortization	340,793	28,366
Net Amount	$ 214,573	270,432
Non-compete agreements [Member]
Schedule of Components of Purchased intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in years)	3 years
Gross Carrying Amount	$ 182,182	140,924
Accumulated Amortization	34,637	3,742
Net Amount	$ 147,545	$ 137,182

Assets (Details) - Schedule of Estimated Amortization Expense - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Estimated Amortization Expense [Abstract]
2024	$ 284,739
2025	694,781
2026	611,958
2027	608,345
2028	568,353
Thereafter	2,905,046
Total	$ 5,673,222	$ 4,632,449

Liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Liabilities [Abstract]
Revenue remaining performance obligation	$ 72

Liabilities (Details) - Schedule of Company’s Liabilities Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Liabilities
Derivative liability (See Note 5)	$ 50,040
Fair Value, Inputs, Level 1 [Member]
Liabilities
Derivative liability (See Note 5)
Fair Value, Inputs, Level 2 [Member]
Liabilities
Derivative liability (See Note 5)
Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative liability (See Note 5)	$ 50,040

Liabilities (Details) - Schedule of Summary of Changes in Fair Value Associated With the Level 3 Liabilities - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Summary of Changes in Fair Value Associated With the Level 3 Liabilities [Line Items]
Balance	$ 317,400	$ 587,006		$ 1,022,879
Balance	50,040	323,750	50,040	323,750
Issuance of common stock related to the derivative liability		(157,500)		(157,500)
Issuance of derivative liabilities	39,738		269,038	7,500
Extinguishment of derivative liability		(95,555)		(410,144)
Change in fair market value	$ (307,098)	$ (10,201)	$ (218,998)	$ (138,985)

Liabilities (Details) - Schedule of Weighted Average Fair Value of Warrants Granted	Sep. 30, 2024	Jul. 16, 2024	Apr. 01, 2024	Feb. 20, 2024
Weighted average fair value [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line items]
Fair value of the derivative liability	0.17	0.86	0.91	0.78
Stock Price [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line items]
Fair value of the derivative liability	0.65	1.54	1.66	1.5
Strike Price [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line items]
Fair value of the derivative liability	3	3	3	3
Dividend yield [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line items]
Fair value of the derivative liability
Expected volatility factor [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line items]
Fair value of the derivative liability	71.1	75.1	78.5	77.5
Risk-free interest rate [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line items]
Fair value of the derivative liability	3.6	4.1	4.3	4.3
Expected life [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line items]
Fair value of the derivative liability	4.7	5	5	5

Borrowings (Details) - USD ($)								3 Months Ended				9 Months Ended
Borrowings (Details) - USD ($)	Sep. 26, 2024	Jul. 16, 2024	Jul. 15, 2024	May 20, 2024	Apr. 01, 2024	Feb. 20, 2024	Jul. 03, 2023	Sep. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Nov. 01, 2024	Aug. 12, 2024
Borrowings [Line Items]
Line of credit facility prime rate								12.75%				12.75%
Drawings under line of credit
Non cash interest expenses												$ 7,420
Issued shares (in Shares)			29,800
Lowest volume weighted average price		85.00%			85.00%	85.00%
Maturity period					12 months
Extinguishment of debt								$ (722,729)				(722,729)
Amortization of debt discount totaling												455,289	$ 927,319
Warrant [Member]
Borrowings [Line Items]
Warrant shares (in Shares)						95,000									2
Cedar Advance LLC [Member]
Borrowings [Line Items]
Sale of future receipts							$ 764,150
Sales							$ 500,650
Debt discount amount								237,150				237,150
Debt issuance costs								26,350				26,350
2024 Cash Advance [Member]
Borrowings [Line Items]
Sale of future receipts				$ 761,250
Sales				500,000
Debt discount amount				236,250				61,987				61,987
Debt issuance costs				25,000
Purchase price has been repaid				$ 23,000				262,263				262,263
Non-cash interest expense								136,462				199,263
Cash advance remaining gross balance												324,250
Senior Secured Promissory Note [Member]
Borrowings [Line Items]
Original issue discount, percentage		5.00%			5.00%	5.00%
Coupon rate percentage		13.00%			13.00%	13.00%
Issued shares (in Shares)		29,800			50,000	67,000
Warrant shares (in Shares)			2
Accrued interest								71,713
Principal amount								$ 746,440
Converted shares (in Shares)								53,100
Maturity period		12 months
Monthly payments												250,000
Paid amount								$ 200,000				200,000
Extinguishment of debt								722,729
Accrued interest												90,281
Amortization of debt discount totaling												181,203
Alexander Capital [Member]
Borrowings [Line Items]
Debt issuance costs								326,879				326,879
Debt instrument face value								$ 346,248				346,248
Placement fee												$ 202,518
Alexander Capital [Member] \| Warrant [Member]
Borrowings [Line Items]
Exercise price per share (in Dollars per share)						$ 1.5
Warrant shares (in Shares)						21,053
Purchase of warrant term						5 years
Promissory Note [Member]
Borrowings [Line Items]
Paid amount	$ 200,000													$ 75,000
Debt Instrument, Interest Rate, Increase (Decrease)	12.50%
Economic Injury Disaster Loans [Member]
Borrowings [Line Items]
Outstanding EIDL Loans									$ 34,100	$ 263,000
Percentage of bear interest rate								3.75%				3.75%
Regions Bank [Member]
Borrowings [Line Items]
Line of credit maximum borrowing capacity								$ 150,000				$ 150,000
Line of credit facility prime rate								4.75%				4.75%
Line of credit facility floor rate								4.75%				4.75%
Common Stock [Member]
Borrowings [Line Items]
Issued shares (in Shares)					50,000	67,000
Purchase shares of common stock (in Shares)													4,000
Exercise price per share (in Dollars per share)		$ 2.25	$ 3		$ 2.25	$ 2.25		$ 2.25				$ 2.25
Warrant shares (in Shares)			53,700
Common Stock [Member] \| Warrant [Member]
Borrowings [Line Items]
Purchase shares of common stock (in Shares)		53,700			150,000	120,000
Exercise price per share (in Dollars per share)		$ 3			$ 3	$ 3		$ 1.5				$ 1.5
Warrant shares (in Shares)		54,200			152,300			95,000				95,000
Accredited investor [Member] \| Senior Secured Promissory Note [Member]
Borrowings [Line Items]
Debt instrument face value		$ 444,600				$ 1,052,632
Securities Purchase Agreement [Member] \| Senior Secured Promissory Note [Member]
Borrowings [Line Items]
Debt instrument face value					$ 1,316,000
Accrued interest								$ 69,534
Converted shares (in Shares)								881,130
Secured Debt [Member]
Borrowings [Line Items]
Exercise price per share (in Dollars per share)		$ 2.5			$ 2.5	$ 2.5
Secured Debt [Member] \| Common Stock [Member]
Borrowings [Line Items]
Exercise price per share (in Dollars per share)		$ 2.5			$ 2.5	$ 2.5
Line of Credit [Member]
Borrowings [Line Items]
Line of credit facility prime rate								8.00%				8.00%
Drawings under line of credit								$ 75,000				$ 75,000
Line of Credit [Member] \| Regions Bank [Member]
Borrowings [Line Items]
Line of credit facility prime rate								4.75%				4.75%

Borrowings (Details) - Schedule of Senior Secured Promissory Notes - Senior Secured Promissory Notes [Member]	Sep. 30, 2024 USD ($)
Schedule of Senior Secured Promissory Notes [Line Items]
Principal amount	$ 1,890,192
Unamortized debt discount
Net carrying value	$ 1,890,192

Borrowings (Details) - Schedule of Future Maturities of Economic Injury Disaster Loans	Sep. 30, 2024 USD ($)
Schedule of Future Maturities of Economic Injury Disaster Loans [Abstract]
2024 – remainder of year	$ 1,375
2025	5,500
2026	5,500
2027	5,500
2028	5,500
2029	5,500
Thereafter	620,359
Total	$ 649,234

Borrowings (Details) - Schedule of Total Notes Payable - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: current portion	$ (2,095,692)	$ (4,400)
Notes payable, net of current	643,734	615,127
Senior Secured Promissory Note (SSPN) #1 [Member]
Debt Instrument [Line Items]
Notes Payable	106,192
Senior Secured Promissory Note #2 [Member]
Debt Instrument [Line Items]
Notes Payable	1,316,000
Senior Secured Promissory Note #3 [Member]
Debt Instrument [Line Items]
Notes Payable	468,000
Promissory Note Payable [Member]
Debt Instrument [Line Items]
Notes Payable	200,000
Less: current portion	(200,000)
Economic Injury Disaster Loans (EIDL) [Member]
Debt Instrument [Line Items]
Notes Payable	649,234	619,527
Less: current portion	(5,500)	(4,400)
SSPNs [Member]
Debt Instrument [Line Items]
Less: current portion	$ (1,890,192)

Commitments and Contingencies (Details) - USD ($)		3 Months Ended		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Feb. 13, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies [Line Items]
Lease costs		$ 222,126	$ 50,718	$ 642,996	$ 118,128
Increase in right-of-use assets				$ 338,511
Weighted average discount rate		9.72%		9.72%
Wages	$ 249,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Lease term		1 year		1 year
Maximum [Member]
Commitments and Contingencies [Line Items]
Lease term		5 years		5 years

Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow Information Related to Leases - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Schedule of Supplemental Cash Flow Information Related to Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 448,783
Right-of-use assets obtained in exchange for lease liabilities	$ 796,573

Commitments and Contingencies (Details) - Schedule of Supplemental Balance Sheet Information Related to Leases - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Assets:
Right-of-use assets	$ 1,088,759	$ 687,570
Liabilities:
Lease liability, current	526,609	340,566
Lease liability, noncurrent	581,622	363,029
Lease liability	$ 1,108,231	$ 703,595

Commitments and Contingencies (Details) - Schedule of Future Maturities on Lease Liabilities - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Future Maturities on Lease Liabilities [Abstract]
2024 – remainder of year	$ 189,795
2025	514,507
2026	342,062
2027	184,864
2028	16,639
Total minimum lease payments	1,247,867
Less: imputed interest	(139,636)
Present value of lease obligations	1,108,231	$ 703,595
Less: current portion	(526,609)	(340,566)
Long-term portion of lease obligations	$ 581,622	$ 363,029

Warrants (Details) - USD ($)						3 Months Ended			9 Months Ended
Warrants (Details) - USD ($)	Aug. 12, 2024	Aug. 07, 2024	Jul. 16, 2024	Apr. 01, 2024	Feb. 20, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jul. 15, 2024	Dec. 31, 2023
Warrants [Line Items]
strike price (in Dollars per share)					$ 166,667				$ 5
Deemed dividend (in Dollars)					$ 230,667	$ 920,038			$ 1,150,706
Common stock issued						18,560,199			18,560,199			13,406,480
Brown Stone Capital Ltd. [Member]
Warrants [Line Items]
Deemed dividend (in Dollars)		$ 434,163
Warrant shares		3,051,336
Sale of Stock, Price Per Share (in Dollars per share)		$ 0.59
Senior Secured Promissory Note [Member]
Warrants [Line Items]
Warrant shares											2
Warrant [Member]
Warrants [Line Items]
Warrants covered (in Dollars)									$ 50,000
Deemed dividend (in Dollars)	$ 485,876					$ 485,876	$ 230,667
Warrant shares	2				95,000
Alexander Capital [Member]
Warrants [Line Items]
strike price (in Dollars per share)					$ 1.5
Second Warrant [Member]
Warrants [Line Items]
Warrant shares											54,200
Warrants exercise price (in Dollars per share)											$ 2.25
Maximum [Member] \| Brown Stone Capital Ltd. [Member]
Warrants [Line Items]
Warrant shares	847,458
Common Stock [Member]
Warrants [Line Items]
Warrant shares											53,700
Purchase shares of common stock										4,000
Warrants exercise price (in Dollars per share)			$ 2.25	$ 2.25	$ 2.25	$ 2.25			$ 2.25		$ 3
Common Stock [Member] \| Brown Stone Capital Ltd. [Member]
Warrants [Line Items]
Common stock issued	761,689
Common Stock [Member] \| Warrant [Member]
Warrants [Line Items]
Warrant shares			54,200	152,300		95,000			95,000
Purchase shares of common stock			53,700	150,000	120,000
Warrants exercise price (in Dollars per share)			$ 3	$ 3	$ 3	$ 1.5			$ 1.5
Warrant right to purchase shares									21,053

Warrants (Details) - Schedule of Warrants Outstanding - Warrant [Member]	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Schedule of Warrants Outstanding [Line Items]
Number of Shares, Vested \| shares	1,282,211
Weighted Average Exercise Price, Vested \| $ / shares	$ 2.01
Weighted Average Remaining Contractual Life (in years), Vested	3 years 6 months
Aggregate Intrinsic Value, Vested \| $	$ 49,153
Number of Shares Expected to vest \| shares	301,500
Weighted Average Exercise Price Expected to vest \| $ / shares	$ 2.25
Weighted Average Remaining Contractual Life (in years) Expected to vest	5 years 6 months 7 days
Aggregate Intrinsic Value Expected to vest \| $
Number of Shares, Total \| shares	1,583,711
Weighted Average Exercise Price, Total \| $ / shares	$ 2.06
Weighted Average Remaining Contractual Life (in years), Total	3 years 10 months 17 days
Aggregate Intrinsic Value, Total \| $	$ 49,153

Warrants (Details) - Schedule of Additional Information with Respect to Warrant Activity	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Schedule of Additional Information with Respect to Warrant Activity [Abstract]
Number of Shares, Begining Balance \| shares	937,458
Weighted Average Exercise Price, Begining Balance \| $ / shares	$ 1.68
Number of Shares, Granted \| shares	646,253
Weighted Average Exercise Price,Granted \| $ / shares	$ 2.6
Number of Shares, Ending Balance \| shares	1,583,711
Weighted Average Exercise Price, Ending Balance \| $ / shares	$ 2.06

Warrants (Details) - Schedule of Weighted Average Fair Value of Warrants Granted	Sep. 30, 2024
Weighted average fair value [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line Items]
Fair value of warrants	0.76
Dividend yield [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line Items]
Fair value of warrants
Expected volatility factor [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line Items]
Fair value of warrants	69
Risk-free interest rate [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line Items]
Fair value of warrants	4.3
Expected life (in years) [Member]
Schedule of Weighted Average Fair Value of Warrants Granted [Line Items]
Fair value of warrants	5.4

Stockholders' Equity (Details) - USD ($)									3 Months Ended		9 Months Ended
Stockholders' Equity (Details) - USD ($)	Sep. 23, 2024	Jul. 15, 2024	May 17, 2024	Apr. 01, 2024	Mar. 13, 2024	Feb. 22, 2024	Feb. 20, 2024	Feb. 01, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Stockholders’ Equity [Line Items]
Shares issued		29,800
Restricted common stock											1,618,630
Stock based compensation expense									$ 389,711	$ 5,041	$ 4,054,821	$ 79,341
Payable of senior secured promissory notes related to principle and interest											891,064
Payable of APIC through issuance of restricted shares											$ 150,000
Additionally issuance of restricted common stock											230,202
Common stock issued									18,560,199		18,560,199		13,406,480
Issued shares of prefunded warrants									509,498		509,498
Restricted shares price per share									$ 0.0001		$ 0.0001		$ 0.0001
Prefunded warrants price per share									$ 0.65		$ 0.65
Stock-based compensation employee									$ 7,000		$ 2,957,000	46,000
Total stock option awards									102,444		102,444
Payroll tax								1,187
Shares to the executive								2,813
Unrecognized compensation expense										68,569		68,569
Alexander Capital L.P. [Member]
Stockholders’ Equity [Line Items]
Stock based compensation expense												$ 13,205
Restricted Stock [Member]
Stockholders’ Equity [Line Items]
Restricted common stock			260,000		225,000	5,000
Issued price per share			$ 1.2		$ 1.76	$ 1.32
Stock based compensation expense			$ 312,000		$ 396,000	$ 6,589
Restricted Stock Unit (“RSU”) [Member]
Stockholders’ Equity [Line Items]
Stock based compensation expense									$ 7,426	$ 5,041	$ 12,940
Granted shares								4,000
Common Stock [Member]
Stockholders’ Equity [Line Items]
Issuance of restricted common stock.											934,230
Unregistered restricted Shares	230,769
Unregistered restricted shares price per share	$ 0.65
Common Stock [Member] \| Restricted Stock [Member]
Stockholders’ Equity [Line Items]
Common stock issued									761,689		761,689
Restricted shares price per share									$ 0.59		$ 0.59
Common Stock [Member]
Stockholders’ Equity [Line Items]
Shares issued				50,000			67,000
Shares to the executive									1,274,658		1,278,088

Stockholders' Equity (Details) - Schedule of Options Outstanding that Have Vested and are Expected to Vest	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Schedule of Options Outstanding that Have Vested and are Expected to Vest [Abstract]
Number of Shares, Vested \| shares	3,652,910
Weighted Average Exercise Price, Vested \| $ / shares	$ 1.75
Weighted Average Remaining Contractual Life (in years), Vested	9 years 3 months 10 days
Aggregate Intrinsic Value, Vested \| $
Number of shares, Expected to vest \| shares	140,000
Weighted Average Exercise Price, Expected to vest \| $ / shares	$ 1.1
Weighted Average Remaining Contractual Life (in years), Expected to vest	9 years 9 months
Aggregate Intrinsic Value, Expected to vest \| $
Number of shares, Total \| shares	3,792,910
Weighted Average Exercise Price, Total \| $ / shares	$ 1.73
Weighted Average Remaining Contractual Life (in years), Expected to vest, Total	9 years 3 months 14 days
Aggregate Intrinsic Value, Total \| $

Stockholders' Equity (Details) - Schedule of Stock Option Activity - Stock option activity [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Schedule of Stock Option Activity [Line Items]
Number of Shares, Beginning Balance \| shares	1,259,725
Weighted Average Exercise Price, Beginning Balance \| $ / shares	$ 2.02
Number of Shares, Granted \| shares	2,533,185
Weighted Average Exercise Price, Granted \| $ / shares	$ 1.57
Number of Shares, Ending Balance \| shares	3,792,910
Weighted Average Exercise Price, Ending Balance \| $ / shares	$ 1.73

Stockholders' Equity (Details) - Schedule of Weighted Average Fair Value of Stock Options Granted	9 Months Ended
	Sep. 30, 2024 $ / shares
Schedule of Weighted Average Fair Value of Stock Options Granted [Abstract]
Weighted average fair value (in Dollars per share)	$ 0.7
Dividend yield
Expected volatility factor	70.50%
Risk-free interest rate	3.70%
Expected life (in years)	9 years

Earnings Per Share (Details) - USD ($)			3 Months Ended			9 Months Ended
Earnings Per Share (Details) - USD ($)	Aug. 12, 2024	Feb. 20, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Line Items]
Deemed dividend (in Dollars)		$ 230,667	$ 920,038			$ 1,150,706
Warrant [Member]
Earnings Per Share [Line Items]
Deemed dividend (in Dollars)	$ 485,876		485,876	$ 230,667
Pefunded Warrant [Member]
Earnings Per Share [Line Items]
Deemed dividend (in Dollars)			$ 434,163
Trigger price			$ 0.59
Minimum [Member]
Earnings Per Share [Line Items]
Strike price			$ 0.59	$ 5
Number of shares increased (in Shares)			166,667	50,000
Maximum [Member]
Earnings Per Share [Line Items]
Strike price			$ 1.5	$ 1.5
Number of shares increased (in Shares)			423,729	166,667

Earnings Per Share (Details) - Schedule of Computation of Dilutive Weighted Average Shares Outstanding - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Schedule of Computation of Dilutive Weighted Average Shares Outstanding [Line Items]
Antidilutive shares outstanding	5,445,830	1,037,458
Warrants [Member]
Schedule of Computation of Dilutive Weighted Average Shares Outstanding [Line Items]
Antidilutive shares outstanding	1,583,711	887,458
Options [Member]
Schedule of Computation of Dilutive Weighted Average Shares Outstanding [Line Items]
Antidilutive shares outstanding	3,792,910	60,000
Restricted stock units [Member]
Schedule of Computation of Dilutive Weighted Average Shares Outstanding [Line Items]
Antidilutive shares outstanding	69,209
Future Equity Shares [Member]
Schedule of Computation of Dilutive Weighted Average Shares Outstanding [Line Items]
Antidilutive shares outstanding		90,000

Segments (Details)	9 Months Ended
Segments (Details)	Sep. 30, 2024
Segments [Abstract]
Reportable segment	5
Aggregate revenue percentage	100.00%

Segments (Details) - Schedule of Information about Reportable Segments - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue by segment
Revenue	$ 19,593,036	$ 6,792,250	$ 51,733,355	$ 20,320,606
Cost of goods sold by segment
Cost of goods sold	17,957,130	6,216,751	47,349,141	18,450,162
Gross profit by segment
Gross profit	1,635,906	575,499	4,384,214	1,870,444
Real Estate Brokerage Services (Residential) [Member]
Revenue by segment
Revenue by segment	16,484,016	3,848,991	42,580,179	11,851,678
Cost of goods sold by segment
Cost of goods sold	14,968,472	3,525,248	38,642,509	10,886,249
Gross profit by segment
Gross profit	1,515,544	323,743	3,937,670	965,429
Franchising Services [Member]
Revenue by segment
Revenue by segment	65,713	217,450	278,902	734,235
Cost of goods sold by segment
Cost of goods sold	123,294	119,491	376,836	338,073
Gross profit by segment
Gross profit	(57,581)	97,959	(97,934)	396,162
Coaching Services [Member]
Revenue by segment
Revenue by segment	125,262	182,393	469,279	464,603
Cost of goods sold by segment
Cost of goods sold	70,893	97,607	255,557	241,476
Gross profit by segment
Gross profit	54,369	84,786	213,722	223,127
Property Management [Member]
Revenue by segment
Revenue by segment	2,853,735	2,512,810	8,156,002	7,169,786
Cost of goods sold by segment
Cost of goods sold	2,754,610	2,474,125	7,900,050	6,983,494
Gross profit by segment
Gross profit	99,125	38,685	255,952	186,292
Real Estate Brokerage Services (Commercial) [Member]
Revenue by segment
Revenue by segment	64,310	30,606	248,993	100,304
Cost of goods sold by segment
Cost of goods sold	39,861	280	174,189	870
Gross profit by segment
Gross profit	$ 24,449	$ 30,326	$ 74,804	$ 99,434

Segments (Details) - Schedule of Disaggregation of Revenue and Timing of Satisfaction of Performance Obligation - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Disaggregation of Revenue and Timing of Satisfaction of Performance Obligation [Line Items]
Revenue	$ 19,593,036	$ 6,792,250	$ 51,733,355	$ 20,320,606
Performance obligations satisfied at a point in time [Member]
Schedule of Disaggregation of Revenue and Timing of Satisfaction of Performance Obligation [Line Items]
Revenue	16,190,693	4,689,688	41,966,463	12,847,421
Performance obligations satisfied over time [Member]
Schedule of Disaggregation of Revenue and Timing of Satisfaction of Performance Obligation [Line Items]
Revenue	$ 3,402,343	$ 2,102,562	$ 9,766,892	$ 7,473,185

Subsequent Events (Details) - USD ($)					9 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 11, 2024	Nov. 01, 2024	Oct. 18, 2024	Oct. 07, 2024	Sep. 30, 2024	Oct. 15, 2024	Dec. 31, 2023
Subsequent Events [Line Items]
Issued shares (in Shares)					18,560,199		13,406,480
Common stock per share (in Dollars per share)					$ 0.0001		$ 0.0001
Pay off amount					$ 301,250
Subsequent Event [Member]
Subsequent Events [Line Items]
Monthly pay down term			7 years
Percentage of owed consideration			49.00%
Net proceed after deducting offering expenses		$ 480,000
Subsequent Event [Member] \| Nona Legacy [Member]
Subsequent Events [Line Items]
Ownership percentage			49.00%
Subsequent Event [Member] \| Subsidiary [Member]
Subsequent Events [Line Items]
Ownership percentage	49.00%
Percentage of remaining membership interest of entity	49.00%
Subsequent Event [Member] \| Arin Funding, LLC [Member] \| Cash Advance [Member]
Subsequent Events [Line Items]
Aggregate future receipts amount				$ 588,000
Net of fees				400,000
Subsequent Event [Member] \| Cedar Advance LLC [Member] \| Cash Advance [Member]
Subsequent Events [Line Items]
Aggregate future receipts amount				616,250
Net of fees				$ 403,750
Common Stock [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Securities purchase agreement shares (in Shares)		1,335,826
Warrant price per share (in Dollars per share)		$ 0.37
Issued shares (in Shares)		936,264
Purchase of warrant shares		$ 399,562
Common Stock [Member] \| Subsequent Event [Member] \| Consulting Agreement [Member]
Subsequent Events [Line Items]
Issued shares (in Shares)		125,000				200,000
Common stock per share (in Dollars per share)		$ 0.75				$ 0.51
Common Stock [Member] \| Subsequent Event [Member] \| Purchase Agreement [Member]
Subsequent Events [Line Items]
Issued shares (in Shares)	379,428
Common stock per share (in Dollars per share)	$ 0.85

La Rosa (NASDAQ:LRHC)
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From Nov 2024 to Dec 2024

La Rosa (NASDAQ:LRHC)
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From Dec 2023 to Dec 2024

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