Core Viewpoint - La Rosa Holdings Corp. has successfully closed an initial tranche of $11 million under its $250 million private placement convertible note facility, enhancing its financial capacity to $1.25 billion, which will be utilized to develop AI infrastructure and a premium real estate portfolio [1][2]. Financing and Capital Structure - The initial closing of the $11 million note is part of a larger $250 million Note Facility, which, when combined with an existing $1 billion equity purchase facility, provides a total financing capacity of $1.25 billion [1][2]. - The notes and shares of common stock from the Note Facility are being offered under an exemption from registration under the Securities Act of 1933 [2]. Strategic Initiatives - The company is evaluating high-potential partnerships and joint ventures with established technology and infrastructure firms to develop advanced AI computing facilities [2]. - The CEO emphasized that closing the initial tranche marks a transition from evaluation to execution, positioning the company to act decisively on its AI infrastructure pipeline [2]. Business Model and Operations - La Rosa Holdings Corp. aims to transform the real estate industry by offering flexible compensation options for agents, including a revenue-sharing model and a 100% commission structure [4]. - The company provides both residential and commercial real estate brokerage services, along with technology-driven products and support for agents and franchise partners [5]. - La Rosa operates 25 corporate-owned brokerage offices across multiple states and has begun its expansion into Europe, starting with Spain [6].

Core Viewpoint - La Rosa Holdings Corp. has appointed Mr. Nicholas Adler as a new Board member and Chairman, following the resignation of Mr. Siamack Alavi, with a focus on enhancing the company's strategic direction in real estate-backed technology infrastructure [1][2][4]. Group 1: Board Changes - Mr. Nicholas Adler has been appointed as a member of the Board and Chairman, effective December 29, 2025 [1]. - Mr. Siamack Alavi has resigned from the Board and his roles in various committees, effective immediately, with no disagreements reported regarding the company's operations [2]. Group 2: Mr. Nicholas Adler's Background - Mr. Adler is a licensed attorney with expertise in defense litigation, bankruptcy, foreclosure, and real estate, and has been a partner at Brock & Scott PLLC since 2012 [3]. - He has experience in securities regulation and has focused on representing credit grantors in Tennessee since 2005 [3]. - Mr. Adler is also involved in real estate development and asset management through Q&A Developments, LLC, and holds leadership positions in other companies [3]. Group 3: Company Strategy and Vision - The CEO of La Rosa, Joe La Rosa, emphasized that Mr. Adler's legal and real estate development expertise will strengthen the Board as the company explores opportunities in technology infrastructure related to real estate [4]. - Mr. Adler expressed confidence in the company's potential to advance data center development and other technology initiatives that align with long-term shareholder value [4]. Group 4: Company Overview - La Rosa Holdings Corp. aims to transform the real estate industry by offering flexible compensation options for agents, including a revenue-sharing model and a 100% commission structure [5]. - The company provides both residential and commercial real estate brokerage services, along with technology-driven products and support for agents and franchise partners [6]. - La Rosa operates 25 corporate-owned brokerage offices across several states and has begun its expansion into Europe, starting with Spain [7].

Core Insights - La Rosa Holdings Corp. has achieved a 31% annualized reduction in select technology operating costs, decreasing from approximately $0.52 million in 2022 to $0.17 million in 2025, resulting in annual savings of $0.35 million [1][2] Group 1: Technology Strategy - Over the past three years, La Rosa has invested in developing its own integrated technology stack, consolidating multiple external vendors into internally developed platforms, leading to significant cost savings and improved system performance [2][3] - The proprietary technology platform enhances innovation speed and aligns technology investments with core business objectives, including AI-driven automation and blockchain initiatives [2][3] Group 2: Company Efficiency Measures - The company is focusing on broader efficiency measures to strengthen its bottom line, reallocating resources towards initiatives expected to generate measurable returns, particularly in artificial intelligence and data-center infrastructure [3] - La Rosa's strategy emphasizes creating technology that fits its business needs, providing greater flexibility and tighter integration across the organization [3] Group 3: Business Model and Operations - La Rosa Holdings aims to transform the real estate industry by offering agents flexible compensation options, including a revenue-sharing model or a fee-based structure with 100% commission, supported by its proprietary technology platform [4] - The company provides both residential and commercial real estate brokerage services, along with technology-driven products and support for agents and franchise partners [5] - La Rosa operates 25 corporate-owned brokerage offices across several states and has begun its expansion into Europe, starting with Spain [6]

Core View - La Rosa Holdings Corp (LRHC) shares have decreased 9.8% since the third-quarter earnings report, contrasting with a 0.4% decline in the S&P 500 Index during the same period [1] Earnings & Revenue Performance - LRHC reported third-quarter 2025 revenues of $20.2 million, a 3.2% increase from $19.6 million year-over-year, with growth across all main service lines [2] - Residential real estate services revenues rose 1.7% to $16.8 million, property management increased 8.9% to approximately $3.1 million, and commercial brokerage grew roughly 61.5% to $0.10 million [2] Profitability Metrics - Despite revenue growth, profitability worsened with a loss from operations widening to $5 million from $1.7 million, and net loss increasing to $5.5 million, or $5.44 per share, compared to a $3.4 million loss, or $16.49 per share, in the prior-year quarter [3] - Total operating expenses nearly doubled to $6.7 million from $3.4 million [3] Other Key Business Metrics - Gross profit improved slightly to $1.7 million from $1.6 million, with a gross margin holding steady at about 8.4% [4] - Residential brokerage gross profit rose approximately 4% year-over-year, while property management gross profit increased about 2% [4] Expense Trends - Selling, general and administrative (SG&A) costs, excluding stock-based compensation, were about $4.4 million, up from roughly $3.0 million, reflecting a 46% year-over-year increase [5] - Higher payroll, benefits, professional fees, technology expenses, and public-company compliance costs contributed to the rise in SG&A [5] Liquidity Position - Cash and restricted cash totaled about $6.4 million as of September 30, 2025, roughly double the $3.2 million level as of December 31, 2024 [6] - Management indicated that existing working capital is not expected to cover operating needs for the next 12 months, raising concerns about the company's ability to continue as a going concern without additional capital [6] Management Commentary - CEO Joe La Rosa noted steady year-over-year growth across all major revenue streams and highlighted balance sheet improvements, including the elimination of most outstanding warrants [7] - The company aims to diversify into AI-adjacent infrastructure, leveraging its real estate footprint and agent network for data-center development [7] Factors Influencing Financial Results - Revenue growth was primarily volume- and mix-driven within residential brokerage and property management, while higher overhead costs tied to acquisitions and public-company expenses weighed on earnings [8] - Non-cash items introduced volatility in reported net income, influenced by capital-market activity [8] Strategic Developments - LRHC secured $1.25 billion in financing facilities to support an AI data center strategy and potential acquisitions [11] - The company dissolved a non-operational subsidiary to simplify its structure and entered a securities purchase agreement for up to $250 million in senior secured convertible notes [11]

Revenue Growth - Total revenue increased 3.2% year-over-year to $20.2 million for Q3 2025, compared to $19.6 million for Q3 2024[4] - Total revenue for the first nine months of 2025 increased 17.8% year-over-year to $60.9 million, up from $51.7 million for the same period in 2024[4] - Residential real estate services revenue rose by approximately $8.2 million, or 19.2%, to $50.8 million for the nine months ended September 30, 2025[4] - Revenue for the three months ended September 30, 2025, was $20,216,143, an increase from $19,593,036 in the same period of 2024, representing a growth of approximately 3.2%[20] Profit and Loss - Gross profit for the first nine months of 2025 increased by approximately $714 thousand, or 16.3%, to $5.1 million[4] - Gross profit for the nine months ended September 30, 2025, was $5,098,077, compared to $4,384,214 for the same period in 2024, reflecting an increase of about 16.3%[20] - Net loss for Q3 2025 was $5.5 million, or $(5.44) per share, compared to a net loss of $3.4 million, or $(16.49) per share, for Q3 2024[8] - The net loss attributable to common stockholders for the three months ended September 30, 2025, was $5,533,352, compared to a net loss of $3,372,206 in the same period of 2024, indicating a deterioration of about 63.9%[20] - The company reported a loss from operations of $(4,988,857) for the three months ended September 30, 2025, compared to $(1,747,790) in the same period of 2024, representing an increase in losses of approximately 185.5%[20] Operating Expenses - Total operating expenses for Q3 2025 were $6.7 million, up from $3.4 million in Q3 2024, resulting in a loss from operations of $5.0 million[7] - Total operating expenses for the three months ended September 30, 2025, were $6,697,038, significantly higher than $3,383,696 in the same period of 2024, marking an increase of approximately 97.5%[20] Financing and Cash Position - The company secured $1.25 billion in financing facilities to support its next-generation AI data center strategy and pursue acquisitions[5] - Cash and restricted cash increased to approximately $6.4 million as of September 30, 2025, compared to $3.2 million as of December 31, 2024[5] Market Outlook - The global market for modern data centers is projected to grow from approximately $347.6 billion in 2024 to $652.0 billion by 2030, representing a CAGR of about 11.2%[5] Shareholder Information - Weighted average shares used in computing net loss per share for the three months ended September 30, 2025, were 1,016,833, compared to 204,481 in the same period of 2024, indicating a significant increase in shares outstanding[20]

Core Insights - La Rosa Holdings Corp. reported solid financial performance for the first nine months of 2025, with total revenue increasing nearly 18% year-over-year, driven by growth in residential real estate services, property management, and commercial brokerage [4] - The company secured $1.25 billion in financing facilities to enhance its AI data center strategy and pursue growth opportunities in the AI value chain [4] Q3 2025 Financial Highlights - Total revenue for Q3 2025 was $20.2 million, a 3.2% increase from $19.6 million in Q3 2024 [6][7] - Residential real estate services revenue rose by approximately $286 thousand to $16.8 million, an increase of 1.7% [6] - Property management revenue increased by approximately $255 thousand to $3.1 million, or 8.9% [6] - Commercial real estate brokerage services revenue surged by approximately $39 thousand to $103 thousand, a growth of about 61.5% [6] - Gross profit for Q3 2025 was $1.7 million, up 4.4% from $1.6 million in Q3 2024 [6] Nine-Months 2025 Financial Highlights - Total revenue for the nine months ended September 30, 2025, was $60.9 million, reflecting a 17.8% increase from $51.7 million in the same period of 2024 [6] - Residential real estate services revenue increased by approximately $8.2 million to $50.8 million, a growth of 19.2% [6] - Property management revenue rose by approximately $1.0 million to $9.2 million, or 12.4% [6] - Commercial real estate brokerage services revenue increased by approximately $100 thousand to $349 thousand, a growth of about 40.1% [6] - Gross profit for the nine months was $5.1 million, up 16.3% from $4.4 million in the same period of 2024 [6] Operational and Financial Position - The company ended Q3 2025 with approximately $6.4 million in cash and restricted cash, compared to $3.2 million as of December 31, 2024, indicating improved liquidity [4][9] - Total operating expenses for Q3 2025 were $6.7 million, compared to $3.4 million in Q3 2024, resulting in a loss from operations of $5.0 million [8] - The net loss for Q3 2025 was $5.5 million, or $(5.44) per share, compared to a net loss of $3.4 million, or $(16.49) per share, in Q3 2024 [9][17] Business Model and Strategy - La Rosa Holdings Corp. aims to transform the real estate industry by offering flexible compensation options for agents, including a revenue-sharing model and a fee-based structure with 100% commission [10] - The company operates 25 corporate-owned brokerage offices across various states and has begun its expansion into Europe, starting with Spain [12]

Company Operations and Structure - As of September 30, 2025, the company has 3,116 licensed real estate brokers and sales associates across its corporate and franchised offices [246]. - The company operates 25 corporate real estate brokerage offices and branches in Florida, California, Texas, Georgia, North Carolina, and Puerto Rico, along with 5 franchised offices and 3 affiliated offices [244]. - The company completed its IPO on October 12, 2023, and subsequently acquired majority ownership of several franchisees, enhancing its market presence [251]. - In December 2024, the company opened its first office in North Carolina and formed LR Luxury, LLC, focusing on residential real estate brokerage [252]. - The company dissolved a non-operational subsidiary, Baxpi Holdings LLC, on September 12, 2025, to simplify its corporate structure [254]. Financial Performance - Total revenue for the three months ended September 30, 2025, was $20,216,143, representing a 3% increase from $19,593,036 in the same period of 2024 [300]. - Total revenue for the nine months ended September 30, 2025, increased by approximately $9.21 million, or 18%, to $60.94 million compared to $51.73 million in the same period of 2024 [305]. - The company had net cash provided by investing activities of $71,718 during the nine months ended September 30, 2024, related to seven acquisitions [340]. Revenue Breakdown - Revenue from residential real estate brokerage services increased by approximately $286,157, or 2%, driven by increased sales and acquisitions [301]. - Franchising services revenue decreased by approximately $37,766, or 57%, due to the acquisition of franchises in fiscal year 2024 [302]. - Coaching services revenue increased by approximately $27,502, or 22%, primarily due to increases in agent counts [303]. - Property management revenue increased by approximately $255,156, or 9%, due to an increase in the number of properties under management [304]. - Residential real estate brokerage services revenue rose by approximately $8.17 million, or 19%, driven by acquisitions completed in the fourth quarter of fiscal year 2024 [306]. - Franchising services revenue decreased by approximately $181 thousand, or 65%, due to the loss of franchisee contributions following acquisitions in fiscal year 2024 [307]. - Coaching services revenue declined by approximately $99 thousand, or 21%, primarily due to a strategic shift allowing large teams to onboard without coaching [308]. - Property management revenue increased by approximately $1.01 million, or 12%, attributed to a rise in the number of properties under management [309]. Capital and Financing Activities - The company entered into a Securities Purchase Agreement on November 12, 2025, to issue senior secured convertible notes with an aggregate principal amount of up to $250,000,000 [256]. - The Company issued 75,000 shares of common stock under the ATM Agreement, generating net proceeds of $838,390 during the three months ended September 30, 2025 [266]. - The Commitment Amount under the Amended Facility Agreement was increased from $150 million to $1.0 billion, allowing for greater capital raising potential [269]. - Stockholders approved the Amended Facility Agreement with approximately 95.7% of the votes, enabling the issuance of shares exceeding 19.99% of the Company's outstanding common stock [270]. - The Company increased its authorized shares of common stock to 2 billion, effective June 2, 2025, to support future capital needs [278]. - The company executed a 1-for-80 reverse stock split effective July 7, 2025, retroactively adjusting all share and price per share information [284]. - The company issued a Senior Secured Convertible Note with an original principal amount of $5.5 million, maturing on February 4, 2027, and received gross proceeds of $4,963,750 [332]. - During the nine months ended September 30, 2025, the company incurred a net cash used in operating activities of $6.2 million, primarily due to a net loss of $6.6 million [337][338]. - The company received net cash provided by financing activities of $9.1 million during the nine months ended September 30, 2025, which included net proceeds from debt issuance of $3.4 million [341]. Compliance and Governance - The Company regained compliance with Nasdaq Listing Rule 5550(a)(2) after the closing bid price of its common stock was at $1.00 or greater for 10 consecutive business days [279]. - Stockholders' equity improved to $7,595,799 as of June 30, 2025, allowing the Company to comply with Nasdaq Listing Rule 5550(b)(1) [280]. - The Company regained "controlled company" status as of July 7, 2025, after a reverse stock split that provided the CEO with over 50% voting power [283]. Strategic Initiatives - The company is actively seeking potential acquisition targets to accelerate growth and expand its market reach [253]. - The company is leveraging its real estate platform to expand into the AI ecosystem through strategic acquisitions and partnerships [255]. - The company has established a strong focus on training and technology support for its agents, which is believed to be one of the best in the industry [249]. - The Company launched My Agent Account Version 4.0, enhancing its proprietary agent platform with a new Transaction Management module aimed at improving efficiency and reducing costs [282]. - The Company entered into a non-binding Letter of Intent with MiiX Financial to implement and distribute residential financing solutions, targeting all credit levels [277]. Market Conditions - The federal funds rate was reduced to 422 basis points in September 2025, impacting mortgage rates and housing sales [291]. - Existing-home sales rose 1.5% month-over-month to a seasonally adjusted rate of 4.06 million in September 2025, with a median sales price of $415,200, a 2.1% increase year-over-year [291]. - The company is monitoring ongoing antitrust litigation that could lead to significant changes in commission structures affecting its revenue model [292]. Challenges and Concerns - The company has incurred recurring net losses, raising substantial doubt about its ability to continue as a going concern [336]. - The company anticipates that its existing working capital will not be sufficient to meet projected operating expenses for at least twelve months from the issuance of the consolidated financial statements [335]. - Other expense, net for the nine months ended September 30, 2025, increased approximately $9.5 million compared to the same period in 2024, primarily due to a loss on issuance of senior secured convertible note for $128.8 million [330]. - Selling, general and administrative expenses increased by approximately $1.38 million, or 46%, in the three months ended September 30, 2025, primarily due to increased payroll and professional fees [323]. - Stock-based compensation for the nine months ended September 30, 2025, was approximately $4.8 million, primarily due to option grants and consultant shares [326]. - The gross margin for residential real estate brokerage services was 9.1% for the nine months ended September 30, 2025, a slight decrease from 9.2% in 2024 [316]. - Title settlement and insurance revenue was $208.31 thousand for the nine months ended September 30, 2025, marking a new revenue stream following the acquisition of Nona Title [321]. - The agent count increased by 17.7%, from 2,647 at September 30, 2024, to 3,116 at September 30, 2025 [285].

Core Viewpoint - La Rosa Holdings Corp. is strategically repositioning to expand into the AI ecosystem by leveraging its real estate platform and securing $1.25 billion in financing for acquisitions and development of next-generation data center facilities [1][2][3] Financing and Capital Utilization - The company has secured $1.25 billion in financing, which includes a $1 billion equity purchase facility and a $250 million private placement convertible note facility [1] - Proceeds from the financing will be used to fund the development of AI-focused data center infrastructure and to maintain a strategic reserve for growth opportunities [3] Strategic Goals and Market Positioning - La Rosa aims to pursue strategic acquisitions and joint ventures with technology and infrastructure partners to position itself in the expanding AI ecosystem [2] - The company plans to repurpose high-value properties into advanced data center facilities optimized for AI workloads, enhancing its competitive edge in the AI value chain [2] Leadership Insights - CEO Joe La Rosa emphasized the importance of this capital infusion as a defining moment for the company, highlighting its unique advantage in delivering scalable, energy-efficient data center solutions [3] - The company’s foundation in PropTech and innovation through AI-driven tools and blockchain platforms will support its strategic pivot [3] Operational Overview - La Rosa operates 26 corporate-owned brokerage offices across multiple states and has recently begun expanding into Europe, starting with Spain [9] - The company offers a range of services including residential and commercial real estate brokerage, technology-driven products, and support for agents and franchise partners [8]

Core Insights - La Rosa Holdings Corp. has launched its annual GROWTH SUMMIT 2025, focusing on innovations in real estate technology and showcasing its proprietary agent-tech ecosystem [1][2] Company Developments - The summit features demonstrations of JAEME AI 2.0, an AI assistant designed to enhance agent efficiency and productivity [2][3] - Major upgrades to the technology stack include the launch of My Agent Account Version 4.0, which integrates transaction management to streamline processes [3] - The company has begun accepting Bitcoin and other cryptocurrencies as payment options, with plans to integrate blockchain technology for smarter contracts and secure transactions [3] Business Model and Operations - La Rosa Holdings provides flexible compensation options for agents, including a revenue-sharing model and a 100% commission structure [4] - The company operates 26 corporate-owned brokerage offices across several states and has recently expanded into Europe, starting with Spain [6] - La Rosa offers a range of services including residential and commercial real estate brokerage, franchising, education, coaching, and property management [5]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on September 29, 2025. Registration Statement No. 333-290510 La Rosa Holdings Corp. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Nevada 001-41588 87-1641189 Identification No.) 1420 Celebration Blvd., 2 F ...