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La Rosa Holdings Corp. (LRHC) is the issuer in an amended Schedule 13G reporting 63,223 shares as beneficially owned by each of ten reporting persons, including control persons Kerry Propper and Antonio Ruiz-Gimenez. The shared amount represents approximately the shares the Holding Companies may acquire within sixty days through conversion of Series B or Series F convertible preferred stock and/or a senior convertible promissory note.
Each reports 9.9% beneficial ownership and shared voting and dispositive power. A blocker restricts conversion if it would cause the Holding Companies and attribution parties to beneficially own more than 9.99% of shares issued and outstanding after conversion. The reported percentage calculation uses approximately 569,639 shares issued and outstanding as of September 30, 2026, plus approximate shares subject to the blocker.
Key Figures
Shares reported by each reporting person:63,223 sharesReported beneficial ownership:9.9%Blocker threshold:9.99%+2 more
5 metrics
Shares reported by each reporting person63,223 sharesApproximate shares the Holding Companies have the right to acquire through conversion
Reported beneficial ownership9.9%Reported by each reporting person
Blocker threshold9.99%Applies to beneficial ownership after conversion
Shares issued and outstandingApproximately 569,639 sharesAs of September 30, 2026; used in the reported ownership percentage calculation
Conversion period60 daysPeriod for which the Holding Companies have the right to acquire shares through conversion
Key Terms
beneficial ownership, Blocker, shared voting and dispositive power, pecuniary interest, +1 more
5 terms
beneficial ownershipregulatory
"Amount beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Blockerregulatory
"the "Blocker""
shared voting and dispositive powerregulatory
"Shared voting and dispositive power"
pecuniary interestregulatory
"except to the extent of the Reporting Person's pecuniary interest"
convertible preferred stockfinancial
"Series B convertible preferred stock, Series F convertible preferred stock"
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many LRHC shares do the reporting persons report?
Each of the ten reporting persons reports beneficial ownership of 63,223 shares. The amount represents approximately the shares the Holding Companies have the right to acquire within sixty days through conversion of Series B or Series F convertible preferred stock and/or a senior convertible promissory note.
What ownership limit applies to conversion of LRHC securities?
The blocker prevents conversion to the extent it would cause the Holding Companies, together with attribution parties, to beneficially own more than 9.99% of the shares issued and outstanding as a result of conversion. The reported ownership percentage calculation gives effect to this blocker.
JAK Opportunities XI LLC*
ATW Opportunities Master Fund II LP*
ATW AI Infrastructure III LLC*
ATW AI Infrastructure IIIB LLC*
ATW Compute Ventures LLC*
ATW Master Fund V Inc.*
ATW Master Fund V LP*
ATW Partners Opportunities Management, LLC*
Kerry Propper*
Antonio Ruiz-Gimenez*
(b)
Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119
(c)
Citizenship:
JAK Opportunities XI LLC - Delaware
ATW Opportunities Master Fund II LP - Delaware
ATW AI Infrastructure III LLC - Delaware
ATW AI Infrastructure IIIB LLC - Delaware
ATW Compute Ventures LLC - Delaware
ATW Master Fund V Inc. - Delaware
ATW Master Fund V LP - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
50172T509
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
JAK Opportunities XI LLC - 63,223*
ATW Opportunities Master Fund II LP - 63,223*
ATW AI Infrastructure III LLC - 63,223*
ATW AI Infrastructure IIIB LLC - 63,223*
ATW Compute Ventures LLC - 63,223*
ATW Master Fund V Inc. - 63,223*
ATW Master Fund V LP - 63,223*
ATW Partners Opportunities Management, LLC - 63,223*
Kerry Propper - 63,223*
Antonio Ruiz-Gimenez - 63,223*
*The Common Stock (the "Shares") reported herein represents the approximate number of Shares which JAK Opportunities XI LLC ("JAK Opportunities"), ATW AI Infrastructure III LLC ("ATW AI"), ATW AI Infrastructure IIIB LLC ("ATW AI IIIB"), and ATW Compute Ventures LLC ("ATW Compute," and collectively with JAK Opportunities, ATW AI, and ATW AI IIIB, the "Holding Companies") have the right to acquire within sixty (60) days through the conversion of shares of Series B convertible preferred stock, Series F convertible preferred stock (collectively, the "Preferred Stock") and/or senior convertible promissory note issued by La Rosa Holdings Corp. (the "Issuer"). JAK Opportunities is wholly owned by the private fund, ATW Opportunities Master Fund II LP ("ATW Opportunities Fund"). ATW AI, ATW AI IIIB, and ATW Compute are wholly owned by ATW Master Fund V Inc. which is wholly owned by the private fund, ATW Master Fund V LP ("Master Fund V," and together with ATW Opportunities Fund, the "Funds"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Funds. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Companies, ATW Master Fund V Inc., the Funds, and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Companies.
Each of the Holding Companies' Preferred Stock and/or convertible note is subject to a blocker which prevents the Holding Companies from converting their respective Preferred Stock and convertible note into Shares to the extent that, upon such conversion, the Holding Companies, together with their attribution parties would beneficially own in excess of 9.99% of the Shares issued and outstanding as a result of such conversion (the "Blocker").
Accordingly, the percentage of Shares reported herein gives effect to the Blocker and is calculated based on approximately 569,639 Shares issued and outstanding as of September 30, 2026, as reported in Exhibit 10.2 to the Issuers Form 8-K filed on October 1, 2026 plus the approximate total number of Shares that the Reporting Persons have the right to acquire upon the conversion of its respective Preferred Stock and convertible note subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934.
This Schedule 13G shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
JAK Opportunities XI LLC - 9.9%
ATW Opportunities Master Fund II LP - 9.9%
ATW AI Infrastructure III LLC - 9.9%
ATW AI Infrastructure IIIB LLC - 9.9%
ATW Compute Ventures LLC - 9.9%
ATW Master Fund V Inc. - 9.9%
ATW Master Fund V LP - 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Kerry Propper - 9.9%
Antonio Ruiz-Gimenez - 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
JAK Opportunities XI LLC - 0
ATW Opportunities Master Fund II LP - 0
ATW AI Infrastructure III LLC - 0
ATW AI Infrastructure IIIB LLC - 0
ATW Compute Ventures LLC - 0
ATW Master Fund V Inc. - 0
ATW Master Fund V LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(ii) Shared power to vote or to direct the vote:
JAK Opportunities XI LLC - 63,223*
ATW Opportunities Master Fund II LP - 63,223*
ATW AI Infrastructure III LLC - 63,223*
ATW AI Infrastructure IIIB LLC - 63,223*
ATW Compute Ventures LLC - 63,223*
ATW Master Fund V Inc. - 63,223*
ATW Master Fund V LP - 63,223*
ATW Partners Opportunities Management, LLC - 63,223*
Kerry Propper - 63,223*
Antonio Ruiz-Gimenez - 63,223*
(iii) Sole power to dispose or to direct the disposition of:
JAK Opportunities XI LLC - 0
ATW Opportunities Master Fund II LP - 0
ATW AI Infrastructure III LLC - 0
ATW AI Infrastructure IIIB LLC - 0
ATW Compute Ventures LLC - 0
ATW Master Fund V Inc. - 0
ATW Master Fund V LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(iv) Shared power to dispose or to direct the disposition of:
JAK Opportunities XI LLC - 63,223*
ATW Opportunities Master Fund II LP - 63,223*
ATW AI Infrastructure III LLC - 63,223*
ATW AI Infrastructure IIIB LLC - 63,223*
ATW Compute Ventures LLC - 63,223*
ATW Master Fund V Inc. - 63,223*
ATW Master Fund V LP - 63,223*
ATW Partners Opportunities Management, LLC - 63,223*
Kerry Propper - 63,223*
Antonio Ruiz-Gimenez - 63,223*
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
JAK Opportunities XI LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
10/07/2026
ATW Opportunities Master Fund II LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
Date:
10/07/2026
ATW AI Infrastructure III LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
10/07/2026
ATW AI Infrastructure IIIB LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
10/07/2026
ATW Compute Ventures LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
10/07/2026
ATW Master Fund V Inc.
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
10/07/2026
ATW Master Fund V LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
