8-K - La Rosa Holdings Corp. | StockGist

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La Rosa Holdings Corp. entered into an Amendment to its Securities Purchase Agreement (SPA) and an Amendment to the Token Right on March 24, 2026, with ATW AI Infrastructure III LLC and ATW AI Infrastructure IIIB LLC. The amendments detail allocation of net proceeds from equity offerings to advisor fees, Note Purchased Crypto acquisitions as treasury assets, and general corporate purposes including AI data center development, impacting capital deployment strategy.

Key Takeaways

1SPA Amendment allocates equity offering net proceeds: until $751,220.76 paid to Advisors (A.G.P./Alliance Global Partners and Curvature Securities LLC), 20% to fees, 40% to Note Purchased Crypto, 40% to corporate purposes.

2Post-fee payment: 50% of equity proceeds to Note Purchased Crypto, 50% to corporate purposes including $77,000 additional Advisor fees due no earlier than December 31, 2026.

3Company to reimburse Buyers and Advisors up to $65,000 in costs/legal fees from equity proceeds.

4Token Right Amendment increases Holder's (ATW AI Infrastructure IIIB LLC) entitlement to 50% of Tokens from SPA closings and 56.25% from Other Financing (up from 25%).

5Original SPA (November 12, 2025) for up to $250,000,000 senior secured convertible notes.

6Exhibits: 10.1 (SPA Amendment), 10.2 (Token Right Amendment).

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. SPA Amendment As previously reported in a Current Report on Form 8-K of La Rosa Holdings Corp., a Nevada corporation

Material Agreement

$250.0M$751.2K$77.0K$65.0K

Source Document

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Amendment, dated March 24, 2026, to the Securities Purchase Agreement, d

Exhibits Only

Transaction Details

Material Agreement

Agreement: Amendment to Securities Purchase AgreementAmendment No. 1 to Token Right
Parties: La Rosa Holdings Corp., ATW AI Infrastructure III LLC, ATW AI Infrastructure IIIB LLC, A.G.P./Alliance Global Partners, Curvature Securities LLC

•Net proceeds from equity line of credit, equity purchase facility, or at-the-market offering allocated until $751,220.76 paid to Advisors: (1) 20% to deferred fees, (2) 40% to acquire Note Purchased Crypto as treasury asset, (3) 40% for general corporate purposes, working capital, acquisitions, strategic transactions including AI data center infrastructure.
•Thereafter: 50% to Note Purchased Crypto, 50% for general corporate purposes including $77,000 additional Advisor fees due not earlier than December 31, 2026.
•Reimbursement to Buyers and Advisors for costs/expenses including legal fees up to $65,000 payable from equity proceeds.
•Token Right entitles Holder to 50% of Tokens purchased using SPA closing proceeds and 56.25% using Other Financing proceeds on/after Issuance Date.
•All other SPA and Token Right terms unchanged except as amended.

Exhibits (3)

10.1

FORM OF AMENDMENT, DATED MARCH 24, 2026, TO THE SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 12 2025.

10.2

FORM OF TOKEN RIGHT AMENDMENT, DATED MARCH 24, 2026, TO THE TOKEN RIGHT, DATED NOVEMBER 12, 2025.

8-K

CURRENT REPORT