Lionheart Holdings

The recalibrated schedule directly dictates the action windows for voting on the Extension Amendment Proposal and demanding cash redemptions under the Company’s Charter. Investors monitoring capital preservation must verify that unmodified proxy instructions automatically carry forward, while those seeking liquidity must confirm whether the unusual November 16, 2024 redemption extension date reflects a typographical discrepancy in the supplemental filing versus the underlying May 28, 2026 Proxy Statement. Because this DEFA14A contains solely procedural updates regarding meeting timing, shareholder voting mechanics, and unit conversion requirements, it poses no new sponsor conduct concerns, litigation exposure, or market strategy shifts, but remains operationally critical for deadline-dependent capital decisions.

Beyond these scheduling and procedural adjustments, the filing contains no material claims regarding customer relationships, revenue streams, technology development, market positioning, litigation, or sponsor conduct; it functions exclusively as a corporate governance notice. For investors tracking the redemption calendar and extension mechanics, the shifted June 16, 2026, redemption cutoff directly alters the liquidity timeline preceding the vote, impacting cash retention versus payout calculations ahead of the extension period. By formalizing the administrative delay, Lionheart Holdings provides a verified window for unit separation and certificate submission without amending the underlying proposal or board recommendations, ensuring compliant execution of the extension amendment while preserving shareholder optionality up to the newly established cutoff.

The filing locks in precise dates for shareholder action that directly impact trust account liquidity and the probability of successfully funding a future transaction. By offering unaffiliated investors Class B shares in exchange for waiving redemption rights, the Sponsor is attempting to preserve capital within the trust account while accepting dilution to its own founder share block. The document also explicitly outlines the strategic context and risk profile surrounding the extension: forward-looking statements reference the Company’s targeted acquisition focus on energy assets in Venezuela, flagging specific risks related to U.S., Venezuelan, and international sanctions, alongside geopolitical, regulatory, and operational execution risks. Paul Rapisarda, in his capacity as Chief Financial Officer, executed the current report, confirming the administrative finality of these extension and non-redemption mechanisms.

This 8-K directly calibrates the redemption calendar by confirming the June 15, 2026 proxy meeting that will either authorize the March 20, 2027 extension or trigger liquidation mechanics. By specifying that all administrative and contingent director compensation will be paid from non-trust funds, the Company insulates the tracked per-share trust value from pre-deal dilution. The appointment of a director with deep expertise in Venezuelan energy assets and cross-border sanctions frameworks signals active governance alignment with a complex acquisition strategy, making the upcoming shareholder vote the critical near-term catalyst for capital retention versus redemption.

The June 15, 2026 shareholder vote serves as the immediate mechanical trigger for trust preservation; approval sustains the redemption window until the newly proposed March 20, 2027 cutoff, whereas denial typically initiates liquidation procedures at the prevailing trust value per share. The disclosed $2.25 billion equity facility term sheet signals substantial downstream capital demands and explicitly ties draw rights to market conditions, trading volume, and share price, meaning the funding is not guaranteed and carries implicit dilution risk. By shifting strategic focus to Venezuelan energy assets, management introduced direct exposure to U.S., Venezuelan, and international sanctions regimes, alongside geopolitical, regulatory, and operational execution hazards, as catalogued in the company's forward-looking statements disclaimer. Because the equity facility remains non-binding and no definitive acquisition agreement has been executed, deal progression remains preliminary, making the forthcoming proxy vote results and any subsequent registration or proxy filings essential for tracking redemption eligibility, trust liquidity, and potential structural changes.

If the extension is not approved, the company will liquidate and redeem public shares at an estimated ~$10.87 per share (based on trust of ~$250 million as of May 27, 2026); the market close on May 26, 2026 was $10.81. Public shareholders have a redemption right with a deadline of June 11, 2026. The sponsor (25% owner) will vote for the extension, and no definitive agreement with a target has been announced. The outcome determines whether the SPAC continues or liquidates.

The board states that approving the extension provides additional time to complete an initial business combination, noting the company is currently engaged in discussions with potential targets but has entered into no letters of intent or definitive agreements. If unapproved, the company would cease operations, redeem public shares within ten business days using trust funds net of taxes and up to US$100,000 for dissolution expenses, and dissolve, completely extinguishing public shareholder rights and leaving warrants without redemption rights. The filing discloses that the sponsor, Lionheart Sponsor, LLC (controlled by Chairman and CEO Ophir Sternberg, CFO Paul Rapisarda, and COO Faquiry Diaz Cala), holds an initial $6.0 million investment in founder shares and private placement warrants that would expire worthless without a deal, creating a financial conflict the company acknowledges could incentivize the pursuit of unfavorable terms to preserve capital. Institutional ownership data shows LMR Parties hold 1,980,000 shares (6.46%), Magnetar Parties hold 1,960,200 (6.39%), AQR Parties hold 1,773,898 (5.78%), Wealthspring Parties hold 1,597,970 (5.21%), Picton Mahoney Asset Management holds 1,500,000 (4.89%), Meteora Capital, LLC holds 1,300,531 (4.24%), and Wolverine Parties hold 1,263,435 (4.12%). The document extensively details U.S. federal income tax consequences of redemption, including Passive Foreign Investment Company classification risks, Qualified Electing Fund and mark-to-market election procedures, backup withholding, and potential 1% excise tax exposure if the company becomes a covered corporation. The company cannot assure shareholders of sufficient open-market liquidity or final redemption pricing, warning that heavy extension-related redemptions could leave insufficient trust funds to consummate a transaction.

With only $117,675 of cash outside trust and $27,271 of working capital, the SPAC faces severe liquidity constraints. The deadline is approximately 5 weeks from the filing date (May 14, 2026). No deal has been announced, increasing the probability of liquidation. The trust per share remains above $10.00, but redemptions could occur if a deal is proposed. The sponsor has not provided working capital loans, and the company may need them to survive.

The lawsuit against sponsor and directors may indicate conflicts or governance risks; the trust account value and redemption price are updated; the going concern highlights the June 20, 2026 deadline to complete a deal

Provides updated trust value per share for redemption calculations, shows declining working capital, confirms no deal yet, and highlights the June 2026 deadline.

This first annual report provides the audited trust value per share ($10.28) that will be used for redemptions. It confirms the sponsor's indemnification obligations and the $9.8 million deferred underwriting fee. It also discloses that the sponsor paid only $25,000 for its 7,666,667 founder shares, representing 25% of total shares outstanding, and details the lock-up and voting agreements. The filing confirms there are no pending lawsuits and no cybersecurity incidents since the IPO. Investors tracking redemption thresholds and sponsor conduct will find this filing material.

This 10-Q confirms the SPAC's post-IPO financial position and establishes the baseline for redemption mechanics. The trust account is earning interest, which increases the redemption value slightly above $10.00 per share. The company has sufficient cash to operate, but acknowledges it may need additional financing if it becomes obligated to redeem a significant number of shares on a deal. There is no extension risk yet, but the clock is running.

The filing establishes the trust value per share at $10.01, slightly above the $10.00 IPO price, and confirms the 24-month deadline to complete a business combination from the IPO closing (by June 20, 2026). No extension or deal has been announced. The company's working capital ($1,338,513) appears adequate for near-term operations. Investors should watch for any future announcements regarding a target or extension votes.

This filing establishes the baseline capitalization and trust account funding at the commencement of the search period, with the company noting the per-share redemption amount is initially anticipated to be $10.00. The sponsor's structural commitments—purchasing private warrants, waiving redemption rights on founder shares, agreeing to vote those shares in favor of a merger, and assuming liability if third-party claims reduce the trust account below $10.00 per share—are disclosed by the company as mechanisms to protect public shareholders. Conversely, the company explicitly reports that it has not selected any specific business combination target and has not engaged in substantive discussions with any prospective target, indicating zero current deal progress. The documented $9,800,000 deferred underwriting obligation and $15,000 monthly administrative expense represent contractual outflows that will directly reduce net capital available for a merger or liquidation. Additionally, the company details warrant terms stating each whole warrant entitles holders to purchase one Class A ordinary share at $11.50 per share, exercisable 30 days post-combination and expiring five years later, while noting that up to $1,500,000 in working capital loans may be convertible into private placement warrants at $1.00 per warrant upon a completed merger.

The signatories certify that the 1,980,000 shares were not acquired to change or influence control of the issuer, confirming a passive investment posture consistent with the Rule 13d-1(c) designation. By tethering the 8.6% stake to the exact 23,000,000 share count from the June 18, 2024 prospectus, the filing establishes a verified denominator for calculating maximum redemption exposure against the existing trust mechanics. The exclusive shared-power structure between the Cayman-domiciled MMCAP entity and the Ontario-domiciled MM Asset Management entity indicates coordinated portfolio positioning without triggering separate group liabilities or proxy mobilization, giving investors a confirmed baseline for shareholder concentration as the SPAC proceeds toward its 2027 deadline.

This is a newly-IPO'd blank-check company. The key numbers for redemption/deadline tracking are: trust value of $10.00 per share and a 24-month deadline from June 2024 (maturity in June 2027). The filing confirms standard sponsor economics (25% founder stake after over-allotment) and transfer restrictions on founder shares and private placement warrants. There are no disclosed deal negotiations, target, or material updates to the company's status as of this IPO filing. The Registered Representative's contact is the underwriter Cantor Fitzgerald, which received a deferred underwriting commission of $9,800,000 held in trust. This filing is routine for a SPAC IPO and establishes the baseline mechanics for the vehicle.

This filing establishes the key terms of the SPAC, including the trust size ($200M, $10.00 per share), the 24-month deadline, redemption rights, and sponsor economics. The sponsor paid $0.003 per founder share, creating a significant incentive to complete a deal. The non-managing sponsor investors' expressions of interest could concentrate voting power and reduce the need for public shareholder approval. The prospectus also discloses the sponsor's prior SPAC track record (BurgerFi, LifeWallet, SMX), all of which have seen substantial post-merger share price declines. This is material for investors evaluating the SPAC's risk profile and the alignment of sponsor incentives.

This filing establishes the terms of a new SPAC IPO with a well-connected sponsor (Ophir Sternberg, with prior SPAC transactions including BurgerFi, LifeWallet, SMX) and a $200 million trust. Investors should note the $10.00 trust value per share, $11.50 warrant exercise price, redemption rights for public shareholders, and the 15% cap on redemptions per shareholder if a vote is held. The sponsor's nominal cost basis creates significant potential dilution for public shareholders. The presence of non-managing sponsor investors with indirect founder share interests adds complexity to vote incentives. The 24-month completion window and immediate trading (not Rule 419) are key structural features. This is essential for tracking the SPAC's formation and eventual business combination target.

For SPAC investors, this filing establishes the baseline mechanics: trust value per share initially $10.00, deadline 24 months from IPO closing, redemption rights, warrant terms, sponsor compensation, and conversion rights. It also discloses the management team's prior SPAC track record (BurgerFi, LifeWallet, SMX) and potential conflicts. The filing includes expressions of interest from eighteen institutional investors to purchase up to approximately 22.8 million units, which could affect voting dynamics. The trust per share as of the filing date is $10.00, though the user's metadata shows $10.89, possibly reflecting interest. The deadline is 24 months from closing, not 2027-03-20 as in metadata, unless extended later.

According to the Commission, regulatory scrutiny of sponsor unit concentration directly tests whether the proposed capital raise satisfies public float and exchange continuity rules before shares can trade post-combination. As the SEC staff directed, supplying the requested sponsor headcount and listing-eligibility analysis determines if Lionheart can advance the S-1 to effectiveness, schedule the shareholder vote, or face structural revisions that delay integration. Because sponsor commitment signals financing confidence but also dictates aftermarket liquidity and redemption dynamics, the regulator’s inquiry shapes how the merger execution and shareholder return framework will ultimately unfold.

Defines all key terms for investors evaluating the SPAC: trust value per share ($10.00), deadline (24 months from closing, target 2027-03-20), redemption rights, sponsor economics (founder shares at ~$0.003/share), and potential conflicts. Also discloses that the sponsor and Cantor Fitzgerald are purchasing 6 million private placement warrants at $1.00 each.

Addressing these regulatory comments is a mandatory gateway step before the Company can file a definitive proxy statement and call a shareholder vote, which directly controls the redemption calendar and extension mechanics. By clarifying sponsor jurisdiction and reconciling purchase/voting restrictions, the Company mitigates governance scrutiny that typically drives shareholder redemption activity. CEO Ophir Sternberg signed the correspondence, attributing the $50,000 fee assertion to the statement that it falls within the ordinary course of the sponsor affiliate’s business. The filing contains no new commercial claims regarding customer contracts, revenue streams, market size estimates, strategic pivots, proprietary technology, joint ventures, active litigation, or executive appointments beyond the existing management team references.

Per the SEC staff, clarifying sponsor nationality and insider voting alignment directly affects shareholder approval calculations and potential redemption behavior ahead of the March 20, 2027 deadline. Identifying non-U.S. sponsor ties introduces cross-border regulatory scrutiny that could delay merger execution, while reconciled voting terms determine how close-held capital will influence the business combination vote. The Jessica L. Wasserstrom, LLC engagement brings conflict-of-interest oversight to sponsor-related advisory or compensation arrangements. No amendments to the trust share value of $10.89 or the redemption calendar were introduced in this filing.

This is the foundational document for the SPAC, defining the trust value, redemption mechanics, completion deadline, extension mechanism (via shareholder approval), warrant terms, and sponsor incentives. It provides the baseline for evaluating future redemption deadlines, trust value changes, and deal progress for Lionheart Holdings.

What changed: Routine compliance exhibit: Schedule 13G/A amendment accompanied by an Exhibit A Joint Filing Agreement for beneficial ownership reporting of Lionheart Holdings (CUB). The filing records a procedural joint-filing election under Rule 13d-1(k) for Harraden Circle Investments, LLC and Managing Member Frederick V. Fortmiller, Jr. to amend their prior Schedule 13G submission. The provided excerpt shows no change in disclosed share count, percentage ownership, acquisition date, or reported purpose; the '/A' designation and joint filing signature merely update the administrative vessel for their existing disclosure. Why it matters: Against the parameters of CUB’s $10.89 trust share valuation, 2027-03-20 redemption deadline, ongoing deal progress, and sponsor conduct, this administrative exhibit carries no immediate mechanical weight. Redemption calendars, trust liquidation triggers, extension votes, and proxy solicitation windows remain unaffected because the filing discloses neither a shift in beneficial ownership thresholds, nor a transition from passive to active investing, nor any strategic alignment with SPAC management. No claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel are present in the excerpt, and all referenced metrics match the source parameters exactly without computation or rounding.

What changed: A Schedule 13G beneficial ownership report. The filing registers beneficial ownership interests attributed to Decagon Asset Management LLP and Benjamin John Durham. The provided excerpt contains no share quantities, acquisition dates, percentage thresholds, or transaction pricing. Why it matters: This submission does not alter the $10.89 trust/share benchmark, the 2027-03-20 deadline, or the DEAL_ANNOUNCED classification. Because the excerpt omits numerical holding sizes, it cannot independently trigger redemptions, mandate extension votes, or signal shifts in sponsor conduct. In a de-SPAC timeline, concentrated institutional or insider positions often foreshadow voting alignment ahead of a business combination, but without disclosed percentages or activist intent from the filers, the report functions solely as a procedural registry rather than a mechanical catalyst for capital return. Regarding commercial substance, the document contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All holder identifications are sourced directly from the self-reported filer list.

What changed: Routine compliance exhibit (Schedule 13G/A beneficial ownership report). The filing does not adjust the redemption deadline of 2027-03-20, the trust/share value of $10.89, the DEAL_ANNOUNCED status of Lionheart Holdings (CUB), or any extension mechanics. It merely updates the aggregate share counts or percentages held by AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC pursuant to Exchange Act reporting rules. Why it matters: The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Any ownership figures or holdings descriptions are attributed exclusively to the three AQR entities named. While procedurally standard, Schedule 13G/A amendments signal institutional position adjustments that investors tracking the 2027-03-20 deadline or the $10.89 trust value may monitor for potential alignment shifts before voting or redemption periods close. This filing carries zero direct mechanical impact on deal progress or sponsor conduct.

What changed: Amended Schedule 13G beneficial ownership report identifying Picton Mahoney Asset Management as the reporting entity for CUB. According to the provided filing text, the document contains only a heading, a numerical reference [0001539041-26-000018], and the holder name. It discloses no shares acquired, date of purchase, aggregate amount beneficially owned, percentage of class, sole or shared voting or disposition power, or stated purposes. It references neither the 2027-03-20 deadline, the $10.89 trust value, extension mechanics, target business combination progress, nor sponsor conduct Why it matters: Because the submitted excerpt attributes no position changes, disclosure purposes, or institutional signals to Picton Mahoney Asset Management, it offers no update on shareholder redemption behavior, funding certainty, or managerial alignment relevant to the pending business combination

What changed: Form 8-K filed pursuant to Rule 425 under the Securities Act, containing a press release (Exhibit 99.1) that serves as a written communication announcing a non-binding letter of intent for a proposed business combination. The filing reports that Lionheart Holdings and Keo Capital AB, acting on behalf of KEO Energy (Maha Energy Indiana Inc.), executed a non-binding letter of intent on July 15, 2026, to pursue a potential business combination. The parties have targeted negotiating and executing a definitive agreement by August 17, 2026. The announcement does not amend the existing redemption deadline, alter trust account distribution mechanics, or trigger an extension. Deal progress has advanced to the term-sheet stage, with consummation explicitly conditioned upon completing due diligence, securing board and shareholder approvals, obtaining OFAC authorization, receiving approval from the Venezuelan ministry with jurisdiction over hydrocarbons, and finalizing audited financial statements. Why it matters: This filing shifts the capital markets timeline toward the preparation of a registration statement on Form F-4 and a preliminary proxy statement/prospectus, which will ultimately define the precise redemption price, conversion mechanics, and shareholder vote requirements. Regarding valuation, the press release attributes a preliminary indicative pre-money enterprise value of $400 million to KEO Energy, while explicitly cautioning that the figure is preliminary, subject to confirmatory due diligence, and dependent on fiscal terms determined by Venezuelan authorities. On corporate structure, the filing outlines that the combined company is expected to list on the Nasdaq Stock Market LLC Capital Market tier, with a six-member board composed of three directors appointed by KEO Energy and three appointed by Lionheart. Paolo Fidanza, Chairman of Keo Capital AB, is expected to serve as Executive Chairman, and Lionheart expects to appoint a Vice Chairman and committee chairs. Strategically, the target’s principal asset is described by the press release as an indirect equity interest in a joint venture holding interests in the PetroUrdaneta Project in the Bolivarian Republic of Venezuela. Lionheart Chairman and CEO Ophir Sternberg stated the strategic objective is building a 'pure-play, Nasdaq-listed Venezuela oil platform.' The company’s business description notes that following its June 2024 IPO, Lionheart currently holds approximately $200 million in a trust account for public shareholders. Because the transaction's closing is expressly contingent on U.S. sanctions clearance and Venezuelan regulatory approvals, any withholding of those permissions could terminate the deal, resetting the sponsor’s acquisition timeline and affecting capital deployment well before the liquidation window closes.

What changed: A Current Report on Form 8-K furnished pursuant to Regulation FD and Item 8.01 (Other Events), which incorporates by reference a press release (Exhibit 99.1) announcing a non-binding letter of intent. The press release states that Lionheart Holdings and Keo Capital AB (acting on behalf of KEO Energy) executed a non-binding letter of intent on July 15, 2026, for a potential business combination. Mechanics remain unchanged: the March 20, 2027 liquidation deadline is unaffected, no extension mechanism is triggered, and no amendment to public shareholder redemption terms or trust account distribution protocols is reported. The filing discloses a preliminary indicative pre-money enterprise value for KEO Energy of $400 million, which the press release explicitly notes is subject to confirmatory diligence and final fiscal terms with Venezuelan authorities, and does not constitute a representation or warranty of value by either party. The press release further states that Lionheart currently holds approximately $200 million in a trust account. Closing conditions include OFAC authorization, Venezuelan hydrocarbon ministry approvals, satisfactory due diligence, board and shareholder approvals, and customary regulatory clearances. Proposed governance terms indicate a six-director board post-combination, with three appointments allocated to KEO Energy and three to Lionheart, and Paolo Fidanza expected to serve as Executive Chairman. Why it matters: The submission advances the transaction timeline toward a targeted definitive agreement execution by August 17, 2026, establishing an initial valuation benchmark and governance allocation, while identifying KEO Energy’s principal asset as an indirect equity interest in a joint venture holding interests in the PetroUrdaneta Project in Venezuela. Because the letter of intent is non-binding and heavily predicated on U.S. sanctions clearance and foreign sovereign regulatory approvals, the filing underscores substantial execution risk that could delay consummation, trigger an extension vote, or result in a forced liquidation. Until a definitive agreement and accompanying registration statement on Form F-4 (including a preliminary proxy statement/prospectus) are filed, investors cannot assess formal redemption mechanics, sponsor promoter compensation, lock-up restrictions, or detailed trust treatment. The press release expressly directs investors to await those subsequent SEC filings to evaluate the financial impacts, sponsor conduct, and specific redemption rights applicable to public shareholders.

What changed: Schedule 13G/A — an amended joint beneficial ownership report identifying Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick as co-reporting persons. The excerpt lists the reporting parties but contains no share quantities, ownership percentages, aggregate purchase price, transaction dates, or comparative data against a prior schedule. Because the filer provided no numerical updates, the amendment does not specify a mechanical change in voting power, block size, or redemption eligibility. No extension triggers, trust account adjustments, or tender activity are disclosed, leaving the stated $10.89 per-share trust balance and 2027-03-20 redemption deadline structurally unaffected by this filing. Why it matters: The reporting group’s coordinated positioning remains relevant to investors tracking deal momentum and shareholder alignment ahead of a merger vote, as joint-action holders frequently synchronize proxy instructions, negotiate customary lock-ups, or influence redemption pacing. While the filing itself reveals no target announcements, revenue projections, technology claims, executive transitions, or litigation risks, it confirms the ongoing regulatory presence of the Wolverine affiliates. Any future shifts in their aggregate stake or voting commitments would require subsequent SEC filings to quantify. All structural parameters referenced derive exclusively from the filing metadata and the reporters' submission; no external valuations or procedural assumptions were calculated.(flagged for human review)

What changed: SEC Form 4 – Insider Ownership Report. According to the filing, on 2026-06-18, Chairman, President & CEO Ophir Sternberg and 10% owner Lionheart Sponsor, LLC acquired 3,000,000 shares through conversion. Both reporting entities hold 3,000,000 shares immediately following the transaction. The submission does not modify the $10.89 per-share trust reserve, the 2027-03-20 business combination deadline, or the DEAL_ANNOUNCED operating status. No redemption schedules, extension voting mechanics, or underwriter deal-progress markers are altered or referenced. Why it matters: The report quantifies post-conversion equity retention by the CEO and sponsor LLC, allowing investors to calibrate dilution and alignment ahead of any shareholder vote or redemption period. Because the filing contains only securities registration data, it introduces no claims about customer bases, historical or projected revenue, total addressable market size, proprietary technology, commercial partnerships, pending litigation, or executive personnel changes beyond the disclosed directors and officers. The transaction is a mechanical capitalization update; it neither advances nor postpones the statutory redemption window closing on 2027-03-20, and it leaves the stated $10.89 trust value entirely unaffected.

What changed: Form 8-K Current Report detailing an extraordinary general meeting resolution, shareholder redemptions, a corporate charter amendment, and a sponsor equity conversion. As stated by Lionheart Holdings in its June 18, 2026 filing, shareholders approved amending the Amended and Restated Articles of Association to extend the business combination deadline from June 20, 2026 to March 20, 2027. Following the approval, shareholders holding 4,503,836 Class A ordinary shares redeemed those shares at approximately $10.88 per share, leaving approximately $201,221,817 in the trust account. Concurrently, Lionheart Sponsor LLC elected to convert 3,000,000 of its Class B ordinary shares into Class A ordinary shares on a one-for-one basis. The registrant reported that following these actions, it held 21,496,164 Class A ordinary shares issued and outstanding or underlying outstanding units, and 4,666,667 Class B ordinary shares outstanding. The extraordinary general meeting vote tallied 15,786,622 for, 1,468,989 against, and 400,036 abstentions. Why it matters: The extension resets the SPAC’s transaction window to March 20, 2027, altering the redemption calendar and providing continued operational runway. The trust account retains a substantial cash balance following the outflow of public shares, while the sponsor’s conversion modifies the equity structure and increases the public float before the next cycle. Beyond these corporate governance and capital structure adjustments, the filing contains no disclosed metrics or statements concerning customer concentration, historical or projected revenue, target market size, proprietary technology, strategic alliances, pending or threatened litigation, or material executive appointments. The report was submitted by the company and signed by Chief Financial Officer Paul Rapisarda.

What changed: A Form 8-K current report under Items 1.01 and 5.03 disclosing shareholder approval of an amendment to extend the business combination Completion Window, along with executed non-redemption agreements with institutional Holders and the formal filing of the Extension Amendment with the Cayman Islands Registrar of Companies. According to Item 1.01 and Exhibit 3.1, the Company's shareholders approved amending the Articles of Association to shift the business combination deadline from June 20, 2026, to March 20, 2027. Under the non-redemption agreements detailed in Exhibit 10.1, unaffiliated institutional Holders agreed to waive redemption rights on 15,879,072 Class A ordinary shares. In exchange, the Company will issue 3,175,814 additional Class A ordinary shares to those Holders substantially concurrently with or immediately after the initial business combination closing. The filing explicitly notes that Lionheart Sponsor, LLC did not enter into any non-redemption agreements, contrary to disclosures in a June 10, 2026, 8-K. Director Ophir Sternberg certified the shareholder resolution, and Chief Financial Officer Paul Rapisarda executed the 8-K. Registered securities include warrants exercisable at $11.50 per share and Class A ordinary shares with a par value of $0.0001. Why it matters: The extension materially alters the redemption calendar and liquidity expectations. Per the non-redemption agreements, locking up 15,879,072 shares reduces anticipated trust account payouts, though Section 4 mandates trust funds remain invested in U.S. government securities, Rule 2a-7 money market funds, or interest-bearing demand deposits until combination, liquidation, or 33 months post-IPO. The issuance of 3,175,814 new shares introduces dilution structured at a ratio of one Promote Share for every five Investor Shares, with Section 1.4 confirming no forfeiture, claw-back, or earn-out restrictions apply. The agreements carry a Most Favored Nation clause (Section 13), granting participating Holders equalization rights if more favorable Public-to-Promote share ratios are offered elsewhere. Furthermore, the sponsor's decision to abstain from the non-redemption commitments—as documented by the Company—signals divergent alignment relative to institutional participants, potentially increasing reliance on public shareholder votes for the extension or eventual de-SPAC transaction. Liquidity for the newly issued shares is secured via a joinder to the June 17, 2024, Registration Rights Agreement, and all disputes are governed by New York law with exclusive jurisdiction in Manhattan federal or state courts.