UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 4, 2026
| La Rosa Holdings Corp. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
001-41588 |
|
87-1641189 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1420 Celebration Blvd., 2nd Floor
Celebration, Florida |
|
34747 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code:
(321) 250-1799
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $0.0001 par value |
|
LRHC |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Explanatory Note
On February 10, 2026, La Rosa Holdings Corp. (the
“Company”) filed a Current Report on Form 8-K (the “Original Report”) to report, among other things, the closing
of the disposition of all of its membership interests in Horeb Kissimmee Realty LLC. On April 27, 2026, the Company filed Amendment
No. 1 on Form 8-K/A (Amendment No. 1”) to amend and restate Item 9.01(b) of the Original Report in order to remove a statement of
reliance on the provisions of Item 9.01(a)(3), which was included in the Original Report by error, and to present pro forma financial
information required by Item 9.01(b) of Form 8-K, which was erroneously omitted from the Original Report. This Amendment No. 2 on Form
8-K/A (“Amendment No. 2”) is being filed solely to amend Item 9.01(b) of the Amendment No. 1 and amend and replace the Exhibit
99.1 filed with Amendment No. 1 (the “Exhibit”). The Exhibit is being replaced with a corrected version filed as Exhibit
99.1 to this Amendment No. 2 to present the pro forma information in manner required by Rule 11-02(b) of Regulation S-X. No significant
changes have been made to the pro forma amounts. Except for the filing of such Exhibit and amending Item 9.01(b) of the Amendment No. 1, this Amendment No. 2 does not
otherwise modify or update the Original Report and Amendment No. 1. The information previously reported in or filed with the Original
Report and Amendment No. 1 is hereby incorporated by reference into this Amendment No. 2.
Item 9.01. Financial
Statements and Exhibits.
(b) Pro Forma Financial
Information.
The following unaudited pro forma financial information of the Company
attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 9.01(b).
| ● | Unaudited Pro Forma condensed consolidated balance sheet as of September
30, 2025; |
| ● | Unaudited Pro Forma consolidated statement of operations for the year
ended December 31, 2024; and |
| ● | Unaudited Pro Forma condensed statement of operations for the nine
months ended September 30, 2025. |
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Unaudited pro forma condensed combined financial information of the Company |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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 hereunto duly authorized.
| Date: June 4, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
