La Rosa Holdings Corp. received a Schedule 13G filing from a group of ATW-affiliated investment entities and individuals disclosing beneficial ownership of 56,773 shares of common stock, representing 9.9% of the class. The position is held indirectly through JAK Opportunities XI LLC and ATW AI Infrastructure III LLC, which own preferred stock and convertible debt that can be turned into common shares within sixty days, subject to a 9.99% ownership blocker. JAK Opportunities held 23,473 common shares as of February 4, 2026, and the ownership percentage is calculated using approximately 535,000 shares outstanding as of January 26, 2026, plus shares issuable under these instruments. The filers state the securities are not held to change or influence control of La Rosa.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
La Rosa Holdings Corp.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
50172T301
(CUSIP Number)
02/04/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
50172T301
1
Names of Reporting Persons
JAK Opportunities XI LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
56,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
56,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
50172T301
1
Names of Reporting Persons
ATW Opportunities Master Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
56,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
56,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
50172T301
1
Names of Reporting Persons
ATW AI Infrastructure III LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
56,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
56,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
50172T301
1
Names of Reporting Persons
ATW Master Fund V Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
56,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
56,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
50172T301
1
Names of Reporting Persons
ATW Master Fund V LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
56,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
56,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
50172T301
1
Names of Reporting Persons
ATW Partners Opportunities Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
56,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
56,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
50172T301
1
Names of Reporting Persons
Kerry Propper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
56,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
56,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
50172T301
1
Names of Reporting Persons
Antonio Ruiz-Gimenez
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SPAIN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
56,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
56,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
JAK Opportunities XI LLC*
ATW Opportunities Master Fund II LP*
ATW AI Infrastructure III 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 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.:
50172T301
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 - 56,773*
ATW Opportunities Master Fund II LP - 56,773*
ATW AI Infrastructure III LLC - 56,773*
ATW Master Fund V Inc. - 56,773*
ATW Master Fund V LP - 56,773*
ATW Partners Opportunities Management, LLC - 56,773*
Kerry Propper - 56,773*
Antonio Ruiz-Gimenez - 56,773*
*The Common Stock (the "Shares") reported herein represents certain Shares held by JAK Opportunities XI LLC ("JAK Opportunities") and the approximate number of Shares which JAK Opportunities and ATW AI Infrastructure III LLC ("ATW AI," and collectively with JAK Opportunities, the "Holding Companies") have the right to acquire within sixty (60) days through the exercise and/or conversion of series b preferred stock ("Preferred Stock") and convertible debt 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 is 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 ATW AI's convertible debt and JAK Opportunities' Preferred Stock is subject to a blocker which prevents the Holding Companies from exercising and/or converting their respective Preferred Stock and convertible debt into Shares to the extent that, upon such exercise or conversion, the Holding Companies, together with their affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker"). For the sake of clarity, JAK Opportunities held 23,473 Shares as of February 4, 2026.
As such, the percent of class reported herein gives effect to the Blocker and is based upon a statement in the Issuer's Form 8-K filed on January 27, 2026 that there were approximately 535,000 Shares outstanding as of January 26, 2026 plus the approximate total number of Shares that the Reporting Persons have the right to acquire upon the exercise and/or conversion of its respective Preferred Stock and convertible debt subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
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 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 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 - 56,773*
ATW Opportunities Master Fund II LP - 56,773*
ATW AI Infrastructure III LLC - 56,773*
ATW Master Fund V Inc. - 56,773*
ATW Master Fund V LP - 56,773*
ATW Partners Opportunities Management, LLC - 56,773*
Kerry Propper - 56,773*
Antonio Ruiz-Gimenez - 56,773*
(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 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 - 56,773*
ATW Opportunities Master Fund II LP - 56,773*
ATW AI Infrastructure III LLC - 56,773*
ATW Master Fund V Inc. - 56,773*
ATW Master Fund V LP - 56,773*
ATW Partners Opportunities Management, LLC - 56,773*
Kerry Propper - 56,773*
Antonio Ruiz-Gimenez - 56,773*
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:
02/11/2026
ATW Opportunities Master Fund II LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
Date:
02/11/2026
ATW AI Infrastructure III LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
02/11/2026
ATW Master Fund V Inc.
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
02/11/2026
ATW Master Fund V LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
What stake in La Rosa Holdings Corp. (LRHC) is reported in this Schedule 13G?
The filing reports beneficial ownership of 56,773 shares of La Rosa common stock, equal to 9.9% of the outstanding class. This percentage is calculated using approximately 535,000 shares outstanding plus shares issuable from preferred stock and convertible debt.
Who are the reporting persons in the La Rosa Holdings (LRHC) Schedule 13G?
The reporting group includes JAK Opportunities XI LLC, several ATW funds and entities, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz-Gimenez. They may be deemed to share voting and dispositive power over the reported shares through their control relationships.
How are the La Rosa (LRHC) shares held by the ATW-affiliated group structured?
The reported 56,773 shares include La Rosa common stock held directly by JAK Opportunities XI LLC and shares that JAK Opportunities and ATW AI Infrastructure III LLC can acquire within sixty days by converting series B preferred stock and convertible debt into common shares.
What ownership limitation applies to the La Rosa (LRHC) preferred and convertible securities?
Each ATW AI convertible debt and JAK Opportunities preferred stock is subject to a 9.99% blocker. This blocker prevents conversion or exercise if it would cause the holding companies and their affiliates to beneficially own more than 9.99% of La Rosa’s outstanding common shares.
How many La Rosa (LRHC) common shares did JAK Opportunities hold as of February 4, 2026?
As of February 4, 2026, JAK Opportunities XI LLC held 23,473 La Rosa common shares. The remainder of the 56,773 reported beneficially owned shares reflects additional common stock the group can acquire within sixty days via conversion of preferred stock and convertible debt.
Is the ATW group seeking control of La Rosa Holdings Corp. (LRHC)?
The filers certify the securities were not acquired and are not held for the purpose of changing or influencing control of La Rosa. They also state the holdings are not connected with any transaction intended to have that control-changing effect.
What share count did the La Rosa (LRHC) Schedule 13G use to calculate the 9.9% ownership?
The 9.9% ownership is based on approximately 535,000 La Rosa common shares outstanding as of January 26, 2026, as stated in a Form 8-K, plus the approximate number of additional shares the reporting persons can acquire within sixty days under applicable SEC rules.
