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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
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.
Item
1.01. Entry into a Material Definitive Agreement.
On
February 4, 2026 (the “Effective Date”), La Rosa Holdings Corp., a Nevada corporation (the “Company”),
entered into an agreement (the “Agreement”) with Veras Nova, LLC, a Florida corporation (“Seller”),
pursuant to which, the Company agreed to purchase and the Seller agreed to sell a parcel of land located at 2570 AmeraTrails Lot 6D Saint
Cloud, FL 34772 (the “Property”). This Company intends to develop a Tier III AI data center at the Property.
The
purchase price of the Property is $675,000, which includes an initial earnest money deposit of $10,000 (the “Earnest Money”).
The Company and the Seller have agreed to consummate the transactions contemplated by the Agreement on June 15, 2026, subject to the
closing conditions set forth in the Agreement, including the determination by the Company, in its sole discretion, that the Property
is suitable for the Company.
The
Agreement contains representations, warranties, and closing conditions that are customary for transactions of this type. The Agreement
provides for a customary inspection period ending on 75th day after the Effective Date (the “Due Diligence Period”), and
the Company has the right to terminate the Agreement upon written notice to the Seller within the Due Diligence Period. In the event
of such termination by the Company, the Earnest Money will be returned to the Company.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of
the Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included
in this Current Report on Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by,
and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange
Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to the Company or persons
acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the
Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports and documents that the Company files from
time to time with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of
this report, except as required by law.
Item 8.01
Other Events.
On
February 5, 2026, the Company issued a press release with respect to the Agreement described above. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information
provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except
as expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Real Estate Commercial Contract as of February 4, 2026. |
| 99.1 |
|
Press release dated February 5, 2026 |
| 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:
February 6, 2026 |
LA
ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/
Joseph La Rosa |
| |
Name:
|
Joseph
La Rosa |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1

La Rosa Holdings Corp. Signs Contract to Acquire
Development Site for Up to 10,000 Sq. Ft. Tier III AI Data Center in Central Florida’s Fastest-Growing Region
Celebration, FL – February 5,
2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”),
a real estate and PropTech enterprise, today announced that it has entered into a contract to purchase a strategically located
parcel of land located in Osceola County, one of the fastest-growing areas of Central Florida. This acquisition, once consummated, will
represent a major milestone in the Company’s expansion strategy and support the development of a state-of-the-art Tier III AI data
center designed to meet rising demand for high-performance computing and data processing infrastructure.
The planned facility will encompass up to 10,000
square feet and is expected to support an estimated IT load of ~1,500 kW, making it well-suited for enterprise, cloud, and AI-driven workloads.
The proposed data center is intentionally sized to strike a balance between scale and flexibility—large enough to attract hyperscale-adjacent
and enterprise tenants, while remaining agile enough to serve edge and regional market demands.
Designed to Tier III standards, the facility is
intended to deliver high availability, redundancy, and operational reliability. As presently contemplated, the facility may support a
wide range of industries, including healthcare, financial services, and technology, enabling secure, efficient, and scalable data management
solutions in a rapidly evolving digital landscape.
The selected site is located within a high-growth
corridor of Central Florida, offering proximity to major transportation routes, robust utility infrastructure, and access to a skilled
workforce. With the region’s accelerating economic development and increasing technology adoption, the project positions La Rosa
Holdings Corp. at the forefront of regional data center growth.
Sustainability is a core component of the project.
The data center will be designed to incorporate energy-efficient systems and environmentally responsible design practices aimed at optimizing
power usage and reducing environmental impact.
Joe La Rosa, CEO of La Rosa, commented, “This
project represents an important step in executing our data center growth strategy. We believe our strong balance sheet provides us with
the flexibility to support the initial capital requirements of this development, while we continue to evaluate additional growth opportunities.
While Central Florida is a key market for us today, we are pursuing expansion into other high-demand regions and expect to develop additional
data centers outside of Florida, including markets such as Texas, where demand for AI and high-density computing infrastructure continues
to accelerate.”
The acquisition is expected to close on June 15,
2026 subject to the satisfaction of customary closing conditions.
There can be no assurances that the acquisition
will be consummated.
About La Rosa Holdings Corp.
La Rosa Holdings Corp. (Nasdaq: LRHC) intends
to transform the real estate industry by providing agents with flexible compensation options, including a revenue-sharing model or a fee-based
structure with 100% commission. Powered by its proprietary technology platform, La Rosa aims to equip agents and franchisees with the
tools they need to deliver exceptional service.
The Company offers both residential and commercial
real estate brokerage services, as well as technology-driven products and support for its agents and franchise partners. Its business
model includes internal services for agents and external offerings for the public, spanning real estate brokerage, franchising, education
and coaching, and property management.
La Rosa operates 24 corporate-owned brokerage
offices across Florida, California, Texas, Georgia, and Puerto Rico. La Rosa also started its expansion into Europe, beginning with Spain.
Additionally, the Company has five franchised offices and branches and three affiliated brokerage locations in the U.S. and Puerto Rico.
The Company also operates a full-service escrow settlement and title company in Florida.
For more information, please visit: https://www.larosaholdings.com.
Stay connected with La Rosa, sign up for news
alerts here: larosaholdings.com/email-alerts.
Forward-Looking Statements
This press release contains forward-looking
statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include
statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements
which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,”
“anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,”
“hopes,” “potential” or similar words. These statements are not guarantees of future performance and
are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from
those described in these forward-looking statements due to certain factors, including without limitation, the parties’ ability to
satisfy closing conditions of the acquisition, the Company’s ability to achieve profitable operations, customer acceptance of new
services, the demand for the Company’s services and the Company’s customers' economic condition, the impact of competitive
services and pricing, general economic conditions, the successful integration of the Company’s past and future acquired brokerages,
the effect of the recent National Association of Realtors' landmark settlement on our business operations, and other risk factors detailed
in the Company's filings with the United States Securities and Exchange Commission (the "SEC”). You are urged to carefully
review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other reports and documents that we file from time
to time with the SEC. Forward-looking statements contained in this press release are made only as of the date of this press release, and
La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable
law. References and links to websites have been provided as a convenience, and the information contained on such websites has not been
incorporated by reference into this press release.
For more information, contact: info@larosaholdings.com
Investor Relations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: LRHC@crescendo-ir.com