La Rosa Holdings Corp. announced it has entered into a non-binding letter of intent to acquire 100% of the equity interests of Consensus Core Technologies, a provider of AI and high-performance computing infrastructure.

La Rosa Holdings Corp. (NASDAQ: LRHC) ("La Rosa" or the "Company"), a real estate and PropTech enterprise, today announced that it has entered into a non-binding letter of intent ("LOI") to acquire 100% of the issued and outstanding equity interests of Consensus Core Technologies, Inc., together with certain of its affiliates and subsidiaries ("Consensus Core Technologies" or "Consensus"), a provider of critical infrastructure solutions for artificial intelligence ("AI") and high-performance computing.

Consensus delivers scalable AI compute infrastructure by combining deep expertise in energy systems, large-scale AI compute deployment, and advanced software solutions to provide seamless, on-demand access to computational intelligence for enterprise and institutional customers.

Under the terms of the LOI, the proposed transaction is expected to be structured as an all-equity exchange, pursuant to which La Rosa would acquire all equity securities of Consensus in exchange for newly issued shares of La Rosa. No cash consideration would be paid by La Rosa to Consensus or its equity holders in connection with the transaction.

Consensus is building the next generation of infrastructure powering the global AI economy. Operating across the United States and Canada, the company develops and operates high-performance data centers and advanced GPU cloud platforms designed to meet the rapidly accelerating demand for artificial intelligence computing.

As an NVIDIA Cloud Partner, Consensus delivers a vertically integrated platform that spans the entire AI infrastructure stack—from large-scale energy procurement and data center development to GPU deployment and AI compute delivery. This integrated model enables hyperscale cloud providers, enterprises, and AI-native companies to deploy and scale AI workloads more efficiently and cost-effectively. Consensus has targeted capacity of more than 2 gigawatts of potential power capacity across strategic North American locations, including Manitoba, Maritimes, and Texas, supporting its continued expansion of large-scale AI infrastructure.

Strategic Rationale

As previously announced, La Rosa has undertaken a strategic pivot toward AI data center and digital infrastructure opportunities. The proposed acquisition of Consensus is intended to position La Rosa immediately at the forefront of the AI infrastructure ecosystem, providing the Company with a scalable platform to participate in the accelerating demand for AI compute capacity.

Following the completion of the transaction, Consensus is expected to continue operating under its existing management team.

Transaction Structure and Governance

The proposed business combination is expected to be effected through a merger, share exchange or other similar stock purchase.

Upon closing, current La Rosa stockholders are expected to collectively own approximately 3.10% of the outstanding common stock of the combined company, while Consensus equity holders are expected to collectively own approximately 96.90%.

Following the transaction, La Rosa's board of directors is expected to consist of no fewer than five (5) and no more than seven (7) directors. Two directors will be designated by La Rosa, with the remaining directors designated by Consensus. Consensus will designate the Company's post-transaction Chief Executive Officer and Chairman.

Definitive Agreements and Conditions

It is anticipated that the definitive agreements will include customary representations, warranties, and covenants of La Rosa and Consensus, including covenants requiring each party to use commercially reasonable efforts to consummate the transactions contemplated thereby. Such covenants are expected to address, among other things, the receipt of required approvals of La Rosa's stockholders, indemnification of directors and officers, and the conduct of each party's business between the execution of the definitive agreements and the closing, as well as other customary closing conditions. The definitive agreements are also expected to include customary termination rights for both La Rosa and Consensus and may provide for the payment of a termination fee by one party to the other under certain circumstances.

Any definitive agreements will be subject to approval by the boards of directors of both La Rosa and Consensus. La Rosa anticipates obtaining a fairness opinion in connection with the proposed business combination in the event definitive agreements are executed. Entry into definitive agreements will be subject to, among other things, (i) appropriate legal, tax, and accounting structuring advice, (ii) the satisfactory completion of due diligence with respect to the businesses, operations, financial condition, and assets and liabilities of each party, and (iii) the satisfaction of the conditions set forth in the LOI.

Although generally non-binding, the LOI contains certain binding provisions, including customary exclusivity and confidentiality obligations. Pursuant to the LOI, the parties have agreed not to solicit or engage in discussions regarding alternative transactions for a period ending on the earlier of 30 days from the date of the LOI (March 4, 2026). The LOI will terminate on the earlier of: (a) forty-five (45) days from the signing of the LOI, and (b) the entering into of the definitive agreement, or such other date as may be mutually agreed between the parties in writing.

Joe La Rosa, CEO of La Rosa Holdings Corp., commented, "We believe Consensus represents a compelling opportunity to expand La Rosa's presence into the rapidly growing AI infrastructure sector. The global demand for AI computing infrastructure is expanding at an extraordinary pace, and we believe Consensus is well positioned to play an important role in meeting that demand. Combined with significant power capacity and its partnership with NVIDIA, in our view, Consensus is well positioned to build the scalable infrastructure needed to support the next wave of AI workloads. This opportunity aligns with our strategy of identifying high-growth platforms where we can combine operational expertise with access to the public markets to accelerate expansion and create long-term shareholder value."

Wayne Lloyd CEO of Consensus Core Technologies, stated, "Consensus Core is building the physical backbone of the AI economy. We have the opportunity to secure multi gigawatt-scale power across strategic North American locations and build a full-stack platform from energy to inference. Our team brings deep expertise in developing and operating large-scale data centers and high-performance computing environments. Working with La Rosa gives us the ability to accelerate our development pipeline and capture the unprecedented demand for AI compute infrastructure."

Advisors

Maxim Group LLC is serving as exclusive financial advisor to La Rosa. DuMoulin Black LLP is serving as legal counsel to Consensus. Sichenzia Ross Ference Carmel LLP is serving as legal counsel to La Rosa.

The consummation of the transaction described above is subject to, and contingent upon, the execution of a definitive agreement and other related transaction documents by the parties, corporate approval and customary closing conditions. There can be no assurances that such transaction will be consummated.

http://www.datamonitor.com
Republication or redistribution, including by framing or similar means,
is expressly prohibited without prior written consent. Datamonitor shall 
not be liable for errors or delays in the content, or for any actions 
taken in reliance thereon
COMTEX_478960821/2227/2026-05-11T21:44:26