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.

About La Rosa Holdings Corp.

La Rosa Holdings Corp. (NASDAQ: LRHC) is a real estate and PropTech company focused on transforming the real estate industry by providing agents with flexible compensation models, including revenue‑sharing and 100% commission structures. Powered by its proprietary technology platform, La Rosa equips agents and franchisees with tools designed to enhance productivity and service delivery.

The Company provides residential and commercial brokerage services, franchising, education and coaching, property management, and related technology‑driven offerings. La Rosa operates 24 corporate‑owned brokerage offices across Florida, California, Texas, Georgia, and Puerto Rico, along with franchised and affiliated locations in the U.S. and Puerto Rico. The Company also operates a full‑service escrow settlement and title company in Florida and has initiated expansion into Europe, beginning with Spain.

For more information, visit https://www.larosaholdings.com.

About Consensus Core Technologies, Inc.

Consensus Core Technologies builds and operates the physical and digital infrastructure powering the AI economy. With operations spanning the United States and Canada, the company operates two integrated business lines: large-scale data center development and advanced GPU cloud services. As an NVIDIA Partner, Consensus Core’s full-stack ownership model controls the entire lifecycle from facility construction to AI compute delivery. This vertical integration allows hyperscale and enterprise customers to optimize the economics of AI training and inference at scale.

Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, including without limitation, the parties’ ability to enter into definitive agreements and complete the transaction, Consensus Core Technologies ability to integrate its business into that of a publicly listed company post-merger, the ability of the parties to obtain all necessary consents and approvals in connection with the transaction, obtain NASDAQ clearance of a listing application in connection with the transaction, the parties’ ability to obtain their respective equity securityholders’ approval, obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of Consensus Core Technologies current products and services and planned offerings, competition from existing or new offerings that may emerge, impacts from strategic changes to the parties’ business on net sales, revenues, income from continuing operations, or other results of operations, the parties’ ability to attract new users and customers, the parties’ ability to retain or obtain intellectual property rights, the parties’ ability to adequately support future growth, the parties’ ability to comply with user data privacy laws and other current or anticipated legal requirements, and the parties’ ability to attract and retain key personnel to manage their business effectively. These risks, uncertainties and other factors are expected to be further described in a proxy statement/registration statement to be filed with the Securities and Exchange Commission relating to this transaction. See also the section titled “Risk Factors” in the Company’s periodic reports which are filed with the U.S. Securities and Exchange Commission. These risks, uncertainties and other factors are, in some cases, beyond the parties’ control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable, or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

La Rosa Investor Relations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: LRHC@crescendo-ir.com

Consensus Core Media Contact:
press@consensuscore.com