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 ...

As filed with the Securities and Exchange Commission on September 25, 2025. Registration Statement No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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., 2 Floor Celebration, Flor ...

Core Viewpoint - La Rosa Holdings Corp. has regained compliance with Nasdaq Listing Rule 5550(b)(1), which is crucial for its long-term growth strategy and credibility in capital markets [1][2][3] Financial Compliance - The company reported stockholders' equity of $7,595,799 as of June 30, 2025, meeting the requirements of Nasdaq Listing Rule 5550(b)(1) [2] Business Model and Services - La Rosa Holdings Corp. operates in the real estate and PropTech sectors, offering flexible compensation options for agents, including revenue-sharing and fee-based structures with 100% commission [3][4] - The company provides both residential and commercial real estate brokerage services, along with technology-driven products and support for agents and franchise partners [4] Expansion and Operations - La Rosa operates 26 corporate-owned brokerage offices across several states including Florida, California, Texas, Georgia, North Carolina, and Puerto Rico, and has recently begun expanding into Europe, starting with Spain [5] - The company also has six franchised offices and branches, as well as three affiliated brokerage locations in the U.S. and Puerto Rico, and operates a full-service escrow settlement and title company in Florida [5]

As filed with the Securities and Exchange Commission on August 20, 2025. Registration Statement No. 333-289503 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 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., 2 Floo ...

Core Insights - La Rosa Holdings Corp. reported a 22% year-over-year increase in revenue for Q2 2025, reaching $23.2 million compared to $19.1 million in Q2 2024 [1][5] - The company's residential real estate services revenue grew by 24% in Q2 2025, amounting to $19.7 million, up from $15.9 million in the same quarter of 2024 [4][5] - The CEO highlighted the potential for further growth due to easing mortgage rates and improving inventory levels in the housing market [4] Q2 2025 Financial Highlights - Total revenue for Q2 2025 was $23.2 million, a 22% increase from $19.1 million in Q2 2024 [5] - Residential real estate services revenue increased by approximately $3.9 million to $19.7 million, representing a 24% growth [5] - Property management revenue rose by approximately $326 thousand to $3.1 million, a 12% increase [5] - Gross profit for Q2 2025 was $1.9 million, up 17% from $1.6 million in Q2 2024 [5] H1 2025 Financial Highlights - Total revenue for the first half of 2025 reached $40.7 million, a 27% increase from $32.1 million in H1 2024 [5] - Residential real estate services revenue for H1 2025 grew by approximately $7.9 million to $34.0 million, a 30% increase [5] - Gross profit for the first half of 2025 was $3.4 million, a 23% increase from $2.7 million in H1 2024 [5] Operational Insights - As of July 31, 2025, La Rosa's agent network expanded to over 3,100 agents in the U.S. [4] - The company operates 26 corporate-owned brokerage offices across several states and has begun its expansion into Europe, starting with Spain [12] - La Rosa's flexible brokerage model attracts top-producing agents through competitive compensation and additional income opportunities [4][10]