Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-082895

Filed: 2026-07-29

Period: 2026-07-26

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0299302-8k_larosa.htm (Primary)

EX-99.1 — LETTER OF INTENT BETWEEN THE COMPANY AND THE HOLDER, DATED AS OF JULY 26, 2026 (ea029930201ex99-1.htm)

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8-K — CURRENT REPORT

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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):

July 26, 2026

Rosa Holdings Corp.

(Exact

name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

(321) 250-1799

(Registrant’s telephone number, including

area code)

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 (see General

Instruction A.2. below):

☐

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 8.01 Other Events.

On July 26, 2026, La Rosa Holdings Corp., a Nevada corporation (the

“Company”), and certain of its present institutional investors (together, the “Holders”) entered into a nonbinding

letter of intent (“LOI”) outlining the conditions under which the Holders may exchange, in part, their Senior Secured Convertible

Promissory Note due January 8, 2028 (the “Note”) issued by the Company on January 8, 2026 for certain convertible preferred

stock of the Company (the “Exchange”) and may waive, in part, their Right to Receive Tokens issued by the Company on November

12, 2025 (the “Token Rights Waiver”). The intent of the Exchange and Token Rights Waiver is to cure the Company’s minimum

stockholders’ equity requirement deficiency under Nasdaq Listing Rule 5550(b)(1) (the “Rule”) announced in the Current

Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 12, 2026.

Final terms and conditions of the Exchange and Token Rights Waiver

are expected to be contained in definitive agreements to be signed by the parties.

The preceding description of the LOI purports

to be a summary only and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit

99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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.

Cautionary Statement Regarding Forward-Looking

Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the ability of the Company

to enter into the definitive agreement contemplated by the LOI and to regain compliance with Nasdaq’s minimum stockholders’

equity requirement. Forward-looking statements are based on current expectations and assumptions, are subject to risks and uncertainties,

and are not guarantees of future performance. Actual results may differ materially from those anticipated in the forward-looking statements

due to various factors, including but not limited to: general economic and market conditions; changes in the Company’s business

strategy; and other risks and uncertainties described in the Company’s filings with the SEC, including its most recent Annual Report

on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events, or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Letter of Intent between the Company and the Holder, dated as of July 26, 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: July 29, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-99.1 — LETTER OF INTENT BETWEEN THE COMPANY AND THE HOLDER, DATED AS OF JULY 26, 2026

EX-99.1

Filename: ea029930201ex99-1.htm · Sequence: 2

Exhibit 99.1

ATW AI Infrastructure III LLC

ATW AI Infrastructure IIIB LLC

ONE PENN

1 Pennsylvania Plaza, Suite

4810

New York, N.Y. 10119

July 26, 2026

La Rosa Holdings Corp.

1420 Celebration Blvd., 2nd Floor

Celebration, Florida 34747

Attention: Joseph La Rosa, CEO

Re: Proposal by ATW AI Infrastructure III LLC and ATW AI Infrastructure IIIB LLC to Exchange and Cancel

Certain Securities of La Rosa Holdings Corp.

Dear Mr. La Rosa:

In accordance

with our recent discussions, this nonbinding letter of intent (“LOI”), subject to the terms and conditions herein,

outlines the circumstances pursuant to which ATW AI Infrastructure III LLC will exchange, in part, the Senior Secured Convertible Promissory

Note due January 8, 2028 (the “Note”) issued by La Rosa Holdings Corp. (the “Company”)

on January 8, 2026 for certain convertible preferred stock of the Company (the “Exchange”) and ATW AI Infrastructure

IIIB LLC (together with ATW AI Infrastructure III LLC, “Holder”) will waive, in part, the Right to Receive Tokens

(the “Right”) issued by the Company on November 12, 2025 (the “Right Waiver”). This

LOI sets out the basic terms and conditions upon which the parties will proceed with the Exchange and Right Waiver. The following is not

intended to be complete. Final terms and conditions shall be contained within the definitive agreements (the “Definitive Agreements”).

The parties hereto

acknowledge that this letter does not contain all matters upon which an agreement must be reached in order for the Exchange and Right

Waiver to be consummated. Further, among other conditions specified herein or otherwise agreed to by the parties, the obligations of the

parties hereto to consummate the Exchange and Right Waiver are subject to the negotiation and execution of the Definitive Agreements.

Accordingly, this letter is intended solely as a basis for further discussion. It is agreed that any party may cease pursuit of the Exchange

and Right Waiver at any time for any or no reason.

The intent of the

Exchange and Right Waiver is to (i) cure the Company’s minimum stockholders’ equity requirement deficiency under Nasdaq Listing

Rule 5550(b)(1) (the “Rule”) announced in the Current Report on Form 8-K filed by the Company with the Securities and Exchange

Commission (the “SEC”) on June 12, 2026 and (ii) bring the Company back into compliance with Nasdaq’s continued listing

requirements and standards. The value of liabilities that Holder may exchange into preferred stock and/or waive is expected to be the

lesser of (i) $10,000,000, which Holder understands to be the stockholders’ equity deficiency as of the date hereof, and (ii) the

actual stockholders’ equity deficiency as determined under the Rule as of the date of such Exchange.

1. The Exchange

Holder may convey, assign and transfer the Note in

part to the Company in exchange for which the Company shall issue to Holder certain shares of preferred stock. If necessary, the parties

shall endeavor to consummate the Definitive Agreements as soon as practicable.

2. The Right Waiver

Holder

may forgive and waive its right to receive, and the Company’s obligation to deliver, any tokens or other consideration, in whole

or part, that are earned and unpaid under the Right through such date as the Holder may designate at its sole discretion. For the avoidance

of doubt, the Right shall remain outstanding and in full force and effect, and the Holder shall retain all rights thereunder with respect

to amounts earned after such designated date. The parties shall consummate the Right Waiver concurrently with, and as a condition to,

the consummation of the Exchange.

3. Expenses

The Company shall be responsible

for its own expenses, as well as the reasonable and documented fees and costs incurred by Holder in connection with this LOI, the preparation

and completion of the Definitive Agreements and the contemplated Exchange and Right Waiver.

4. Conditions to Consummation of the Transactions

The obligations of Holder with

respect to the Exchange and the Right Waiver shall be subject to satisfaction of conditions, in Holder’s sole discretion, customary

to transactions of this type, including, without limitation, (a) execution of the Definitive Agreements by the parties; (b) the obtaining

of all requisite regulatory, administrative or governmental authorizations and consents; (c) the obtaining of stockholder approval, if

required; (d) absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects

of the Company; and (e) absence of material litigation, investigations or other matters affecting the Company’s ability to operate.

5. Public Announcement

The Company shall, on or before

9:00 a.m., New York time, on the first (1st) business day after the date of this LOI, file with the SEC a Current Report on Form 8-K describing

all the material terms of the transactions contemplated by this LOI (the “8-K Filing”). From and after the filing of

the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to Holder by the Company or any

of its subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated

by this LOI. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality

or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective

officers, directors, affiliates, employees or agents, on the one hand, and Holder on the other hand, shall terminate.

6. Effect of this Letter of Intent

This LOI represents an outline

of the general understandings discussed between the parties in regard to the Exchange and Right Waiver. It is an expression of intent

of the parties with respect to the Exchange and Right Waiver and the matters set forth herein. Notwithstanding the foregoing, the parties

acknowledge and agree that Sections 4, 6, 7, 8 and 9 of this LOI shall be binding on the parties.

7. Governing Law

This LOI and the terms and conditions

set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of Nevada

without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or

proceeding arising directly and/or indirectly pursuant to or under this agreement shall be brought solely in a federal or state court

located in the City of Las Vegas, Clark County, State of Nevada. By its execution hereof, the parties hereto covenant and irrevocably

submit to the in personam jurisdiction of the federal and state courts located in the City of Las Vegas, Clark County, State of Nevada

and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon

them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in Las Vegas, Nevada.

The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or

proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the

party prevailing therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements.

8. Counterparts; Facsimile/Electronic Execution

This Letter of Intent may be executed

in one or more counterparts, all of which when fully-executed and delivered by all parties hereto and taken together shall constitute

a single document and may be signed and transmitted by facsimile, PDF format (or other electronic means) with the same validity as if

it were an originally signed document.

[SIGNATURE PAGE TO FOLLOW]

If the terms and conditions of the LOI are acceptable

to you, please indicate your acknowledgement by executing and returning the signed LOI to the writer.

Yours truly,

ATW AI INFRASTRUCTURE III LLC

By: /s/ Antonio Ruiz-Gimenez

Name:

Antonio Ruiz-Gimenez

Title:

Authorized Signatory

ATW AI INFRASTRUCTURE IIIB LLC

By: /s/ Antonio Ruiz-Gimenez

Name:

Antonio Ruiz-Gimenez

Title:

Authorized Signatory

The foregoing expresses the intent of the undersigned

with respect to the provisions contained herein dated this 26th day of July, 2026.

LA ROSA HOLDINGS CORP.

By: /s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

CEO

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