CUB SEC filings, in plain English
Everything Lionheart Holdings has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Lionheart Holdings filed an 8-K on September 1, 2026, disclosing that the proposed business combination with KEO Energy was not consummated during the exclusivity period and that the parties mutually decided not to renew such exclusivity. Why it matters: Investors should note that while this specific deal has failed, the SPAC's redemption deadline remains March 20, 2027, meaning capital is still deployed and no immediate liquidation or return of trust funds is triggered by this event.
What changed: 10-Q (quarterly report for Lionheart Holdings for the period ended June 30, 2026). The SPAC held an extraordinary general meeting on June 18, 2026, at which shareholders (i) approved an extension of the combination deadline from June 20, 2026 to March 20, 2027; (ii) triggered the redemption of 4,503,836 Class A shares at ~$10.89 per share, reducing trust proceeds by ~$49.1 million and leaving ~$201.2 million in the trust; and (iii) the Sponsor converted 3,000,000 Class B shares into Class A shares, reducing Class B and increasing Class A non-redeemable shares. The Company also entered into Non-Redemption Agreements under which the Sponsor will transfer 3,175,814 Class A shares to investors contingent on deal closing, resulting in a $6.5 million non-cash expense and a corresponding capital contribution. On June 3, 2026, the Company announced it is focusing on a potential Business Combination with a target in Venezuela’s upstream oil and gas sector. Post-quarter-end, the Company issued and then amended two promissory notes (totaling $200,000) to related parties, correcting a scrivener’s error. Why it matters: This filing provides the first detailed financial and narrative update since the extension vote, covering the mechanics that investors need: the redemption tally, trust value, extended deadline, and the terms of sponsor-backed non-redemption agreements that incentivize investors to stay in. It also signals a pivot to a high-risk, sector-specific target (Venezuelan oil), which is a material change in strategy. The trust per-share value remains at $10.89, and there is substantial doubt about going concern if no deal closes by March 20, 2027.
What changed vs 2026-05-14trust $248.3M → $250.5M +1%deadline 2026-06-20 → 2027-06-17mandate language changedshares 23.0M → 18.5M -20%trust account, combination deadline, mandate language +34 moved · 2 with no prior record of ours
- Trust account
- $248.3M$250.5M
- Combination deadline
- 2026-06-202027-06-17
- Mandate language
- we are focusing our search on an established business of sca…we are focusing on a potential Business Combination with a t…
- Redeemable shares
- 23.0M18.5M
- Sponsor loans outstanding
- not previously extracted$200K
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $2,199,627 was added to the trust between the two filings.
The clause …“64,727 65,625 Total current assets 151,180 301,165 Marketable securities held in Trust Account 250,535,750 246,161,982 Total Assets $ 250,686,930 $ 246,463,147 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and”…
SpacBrain reads this as 362 days later than the previous record.
The clause …“Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination within 36 months following the effectiveness of the IPO Registration Statement, or by June 17, 2027. Accordingly, our ability to extend”…
SpacBrain reads this as 4,503,836 shares are no longer redeemable.
The clause “00 shares authorized; 3,000,000 and no shares issued and outstanding (excluding 18,496,164 and 23,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively 300 — Class B Ordinary Shares, $”…
The clause …“business combination. As of June 30, 2026, there was a total amount of $ 200,000 outstanding under such promissory notes under Lionheart Management, LLC and The Ivy Companies, Inc. promissory notes. General Legal Counsel An”…
The clause …“a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate a Business Combination prior to March 20, 2027.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit / Joint Filing Statement accompanying an amended Schedule 13G (beneficial ownership report). The provided text contains only procedural boilerplate confirming that First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC are jointly filing this amended Schedule 13G/A. It establishes that each signatory accepts personal responsibility for the timeliness and accuracy of their own disclosures, while disclaiming responsibility for the others' information except where known to be inaccurate. No share counts, ownership percentages, acquisition or disposition dates, or stated investment purposes are present in this excerpt. Why it matters: For investors tracking the CUB trust value, the 2027-03-20 redemption deadline, deal progression, or sponsor conduct, this filing provides zero actionable data. Because the quantitative holdings section and purpose clause of the underlying Schedule 13G/A are omitted, the document cannot indicate whether First Trust has adjusted its merger arbitrage position, redeemed shares, voted for an extension, or monitored sponsor actions. Its functional relevance is confined to confirming that First Trust-affiliated vehicles are coordinating their Section 13(d) reporting obligations through designated trustees and operating officers, with any material ownership shifts documented outside this exhibit.
What changed: This document is a Schedule 13G beneficial ownership report accompanied by two routine Power of Attorney compliance exhibits executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The filing updates internal delegation authority for Goldman Sachs affiliates, appointing fourteen named employees as attorneys-in-fact to execute and deliver any required Rule 13f-1 or Regulation 13D-G filings regarding securities beneficially owned by those firms. These authorities supersede previously granted Powers of Attorney dated July 16, 2025, with expiration dates set for July 8, 2027, and July 2, 2027. There are no alterations to Lionheart Holdings’ redemption deadline (2027-03-20), trust value per share ($10.89), merger progress, or sponsor conduct. Why it matters: Investors tracking CUB’s transaction mechanics will find zero impact on the SPAC’s capital structure, extension window, or business combination timeline. This document reflects standard institutional asset-manager compliance housekeeping rather than any development in the underlying de-SPAC merger. As set forth by the filing, it provides no forward-looking information, customer metrics, revenue projections, technology disclosures, or strategic partnership updates attributable to any management team or target company representative.
What changed: A Schedule 13G/A, specifically a Section 13(d) Amendment to Beneficial Ownership Report, listing LMR Partners LLP, LMR PARTNERS Ltd, LMR Partners LLC, LMR Partners AG, LMR PARTNERS (DIFC) Ltd, LMR Partners (Ireland) Limited, Ben Levine, and Stefan Renold as co-reporting persons for CUB. The provided excerpt contains only the header identifying the reporting entities and principals. It omits the amendment body entirely, meaning no shares acquired or disposed, resulting ownership percentages, acquisition dates, purchase prices, or statement of purpose are disclosed in this fragment. Consequently, the text reports no operational updates to the $10.89 trust per share, the 2027-03-20 redemption deadline, business combination progress, or sponsor conduct. Why it matters: A 13G/A triggers when a beneficial ownership stake crosses or adjusts the 5% threshold. For a SPAC approaching its March 20, 2027 deadline, such filings typically signal institutional capital allocation decisions that affect float availability, redemption pressure, and voting weight ahead of the vote or extension. Because the full exhibit is absent, the mechanics of how LMR Partners obtained these shares (secondary purchases, PIPE commitments, merger consideration, or prior holdings), any conditional redemption waivers, or strategic posture cannot be evaluated. The document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
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.
What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report, wherein Harraden Circle Investments, LLC, affiliated entities, and Frederick V. Fortmiller, Jr. contract to file the statement collectively under Rule 13d-1(k). No adjustments to the SPAC’s redemption deadline, trust disbursement mechanics, extension voting schedule, acquisition progress, or sponsor fiduciary conduct are reported. The submission solely standardizes the administrative filing pathway for the designated investment groups. Why it matters: Beyond confirming coordinated disclosure alignment among the Harraden Circle structures, the exhibit contains no business development updates, customer or revenue assertions, market sizing, technology disclosures, partnership agreements, litigation matters, or executive appointments. Investors seeking operational timelines or capital structure updates will find no mechanical shifts or strategic developments in this procedural filing.
What changed: SEC Form 3 insider ownership report. The filing states that reporting person Martinez Freddy J, identified as a director, recorded no non-derivative transactions and no reported holdings for the relevant period. Why it matters: Because director Martinez Freddy J explicitly discloses zero equity movements, the document provides no information bearing on redemption calendars, trust valuation, extension procedures, deal progression, or sponsor conduct. Per the filing's own disclosure, it contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel updates. As a standard regulatory baseline with no activity flagged, it does not shift conversion windows or signal changes in management positioning relative to shareholder rights.
What changed: This filing is a DEFA14A (Definitive Additional Materials / Proxy Statement Supplement #2) issued by Lionheart Holdings that corrects a typographical error in prior supplemental proxy materials and officially announces the postponement of the Company’s extraordinary general meeting, alongside revised administrative deadlines for shareholder voting and redemption rights tied to the Extension Amendment Proposal. Lionheart Holdings reports that the extraordinary general meeting originally scheduled for June 15, 2026, at 11:00 a.m., Eastern Time, has been postponed to June 18, 2026, at 11:00 a.m., at 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. Consequently, the Company extends the deadline for public shareholders to exercise redemption rights to 5:00 p.m., Eastern Standard Time, on June 16, 2026. Mail-in ballots must now be received by 11:59 p.m., Eastern Time, on June 17, 2026. The Company reiterates that holders of units must elect to separate underlying public shares and public warrants before exercising redemption rights, either by notifying their broker or bank or contacting Continental Stock Transfer & Trust Company directly. Existing proxies remain valid for the rescheduled meeting, and public shareholders retain the right to redeem regardless of their vote or record date status. Why it matters: 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.
What changed: DEFINITIVE ADDITIONAL MATERIALS (DEFA14A), a supplemental proxy filing that formally announces the postponement of an extraordinary general meeting. Lionheart Holdings announced the postponement of the extraordinary general meeting from June 15, 2026 at 11:00 a.m., Eastern Time to June 18, 2026 at 11:00 a.m., Eastern Time at 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. Per the Company, the revised mail-in ballot receipt deadline is 11:59 p.m. Eastern Time on June 17, 2026, and the deadline to exercise redemption rights is extended to 5:00 p.m., Eastern Standard Time, on November 16, 2024 (described in the filing as two business days before the meeting date). Previously submitted proxies remain valid. Shareholders must submit written redemption requests to Continental Stock Transfer & Trust Company by 5:00 p.m. Eastern Time on June 16, 2026, deliver certificates or use DTC electronically, and separately hold public shares rather than units. The filing references a forthcoming vote on an Extension Amendment Proposal but discloses no new financial projections, valuation targets, or operational milestones. Why it matters: 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.
What changed: A Current Report on Form 8-K announcing an extraordinary general meeting, approving a proposed extension timeline, establishing a redemption cutoff, and filing the definitive form of Non-Redemption Agreements. The Company scheduled an extraordinary general meeting for June 15, 2026 to vote on extending the business combination deadline through March 20, 2027. The deadline for holders to submit shares for redemption is set for 5:00 p.m. Eastern time on June 11, 2026. In connection with the vote, the Company and Lionheart Sponsor, LLC disclosed plans to execute Non-Redemption Agreements with unaffiliated shareholders. Under these agreements, the Sponsor anticipates transferring Class B ordinary shares to participating investors at a ratio currently expected to be around one Class B share for every five Non-Redeemed Shares, with transfers occurring promptly following the closing of the initial business combination. Why it matters: 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.
What changed: Form 8-K Current Report (Items 5.02 and 9.01) announcing a Class III director appointment and referencing an Extension Proxy Statement for an upcoming shareholder meeting. Mechanics: The filing reports that the Company mailed an Extension Proxy Statement to shareholders of record as of May 15, 2026, scheduling a special meeting for June 15, 2026, to vote on extending the business combination deadline to March 20, 2027. It clarifies that any pre-consummation director fees, reimbursements, or success/finder payments will be funded exclusively from accounts outside the trust account, leaving trust balances intact. Substance: On June 6, 2026, the Board appointed Mr. Freddy J. Martinez (age 70) as an independent Class III director, attributing the appointment to the Company prioritizing oil & gas opportunities in Venezuela. Mr. Martinez brings over 40 years of experience, having founded Forem Investments LLC in December 2013, served as Senior Vice President – Investments at UBS Financial Services from August 2006 to December 2013, and spent approximately 19 years at Merrill Lynch from July 1987 to August 2006. His advisory history includes evaluating upstream assets under Venezuelan fiscal regimes and navigating applicable sanctions frameworks. He has received zero cash compensation to date, though the Company maintains the right to pay him or his affiliates consulting or success fees from non-trust sources. The filing’s forward-looking statements attribute potential adverse outcomes to public shareholder redemptions, financing availability, and U.S., Venezuelan, and international sanctions. Chief Financial Officer Paul Rapisarda executed the report. Why it matters: 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.
What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report for Lionheart Holdings (CUB). The filing establishes a joint reporting arrangement among Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong for their combined shares, referencing a statement date of June 3, 2026. Regarding the SPAC’s capital mechanics: the document contains no amendments to the redemption window, does not modify the stated trust balance of $10.89 per share, and makes no references to the agreed-upon conversion deadline of 2027-03-20 or any extension requests. Under the DEAL_ANNOUNCED status noted in the filing header, no sponsor conduct, target acquisition progress, or holder redemption triggers are altered or disclosed. Why it matters: Beyond the administrative joint-filing protocol, the only substantive detail is the execution of the agreement by Saul Ahn on behalf of all four entities, relying on a Power of Attorney dated June 10, 2019 previously incorporated from a Haymaker Acquisition Corp II filing. The exhibit makes zero claims regarding customer bases, revenue trajectories, market sizing, technology pipelines, partnership structures, or ongoing litigation. Because it omits aggregate share counts, percentage thresholds, or purchase/sale prices, investors tracking capital preservation, merger negotiations, or sponsor fiduciary actions will find this purely procedural. Consequently, it does not materially shift the risk profile surrounding the March 20, 2027 deadline or the $10.89 per-share trust floor, though it confirms continuing regulatory alignment among the named Linden affiliates.
What changed: A Form 8-K Current Report containing Regulation FD Disclosure (Item 7.01) and Financial Statements and Exhibits (Item 9.01). Lionheart Holdings announced it is focusing on a potential business combination with a target in Venezuela's upstream oil and gas sector, specifically for the brownfield redevelopment of mature producing fields. The registrant disclosed it is negotiating a non-binding term sheet for a committed equity facility that would provide the right, but not the obligation, to raise up to $2.25 billion over a 24-month period to acquire Venezuelan oil producing assets, fund working capital, and cover general corporate purposes. Concurrently, the company reported mailing a definitive proxy statement (Extension Proxy Statement) to shareholders of record as of May 15, 2026, convening a special meeting on June 15, 2026, to vote on extending the deadline to complete an initial business combination through March 20, 2027. Why it matters: 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.
What changed: Definitive Proxy Statement for an Extraordinary General Meeting to approve an amendment extending the deadline to complete a business combination. The company proposes to extend the deadline for completing a business combination from June 20, 2026 to March 20, 2027 (a nine-month extension) and also seeks approval to adjourn the meeting if needed. Why it matters: 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.
What changed: This document is a preliminary proxy statement (Schedule 14A) filed by Lionheart Holdings calling an extraordinary general meeting to solicit shareholder votes on an extension amendment proposal and an adjournment proposal. The filing proposes amending the Charter to extend the business combination deadline from June 20, 2026, to March 20, 2027, for a nine month period. Upon effectiveness, public shareholders holding Class A ordinary shares may redeem those shares at a per-share cash price equal to the aggregate trust account balance divided by public shares then issued, which the company estimates as approximately $[●]. The record date is fixed at May 15, 2026, and the meeting is scheduled for June [●], 2026. Approval of the extension requires a special resolution passed by a majority of at least two-thirds of voting ordinary shares, while the adjournment proposal requires a simple majority. A quorum requires the presence of at least one-third of issued and outstanding ordinary shares. On the record date, insiders beneficially own and are entitled to vote 7,666,667 Class B ordinary shares, representing approximately 25% of the Company’s issued and outstanding ordinary shares, and expect to vote in favor. Trust assets totaled approximately $250 million as of May 15, 2026, including interest not previously released to pay taxes, and the filing notes that approved redemptions will withdraw cash from the trust, reducing remaining funds. Why it matters: 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.
What changed: Form 10-Q quarterly report for Lionheart Holdings (CUB) for the period ended March 31, 2026. Trust value per share rose from $10.70 (Dec 31, 2025) to $10.79 (Mar 31, 2026) due to interest income; cash outside trust fell from $230,540 to $117,675; working capital decreased from $242,072 to $27,271. Net income was $1,934,340. The company still has no definitive business combination agreement. The deadline to complete a deal is June 20, 2026, and management reiterated substantial doubt about going concern. Why it matters: 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.
What changed vs 2025-11-12trust $243.8M → $248.3M +2%trust account, mandate language, combination deadline +21 moved · 4 with no prior record of ours
- Trust account
- $243.8M$248.3M
- Mandate language
- not previously extractedwe are focusing our search on an established business of sca…
- Combination deadline
- 2026-06-20 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $4,547,624 was added to the trust between the two filings.
The clause …“65,625 Total current assets 155,051 301,165 Cash and marketable securities held in Trust Account 248,336,123 246,161,982 Total Assets $ 248,491,174 $ 246,463,147 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and”…
The clause …“s ability to continue as a going concern. Management intends to consummate a Business Combination prior to June 20, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to”…
The clause …“a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company s ability to continue as a going concern. Management intends to consummate a Business Combination prior to June 20, 2026.”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2025. First full-year 10-K; no business combination announced; disclosed pending class action lawsuit against sponsor and certain directors; going concern emphasis; redemption price $10.70 per share as of Dec 31, 2025 Why it matters: 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
What changed vs 2025-03-21trust $236.3M → $246.2M +4%deadline 2027-06-17 → 2026-06-20going concern APPEAREDtrust account, combination deadline, going-concern doubt +23 moved · 2 with no prior record of ours
- Trust account
- $236.3M$246.2M
- Combination deadline
- 2027-06-172026-06-20
- Going-concern doubt
- not statedstated
- Mandate language
- We will focus on one or more businesses that have establishe… · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $9,826,877 was added to the trust between the two filings.
The clause …“activities. As of December 31, 2025 and 2024, we had marketable securities held in the Trust Account of $246,161,982 and $236,335,105, respectively, (including $16,161,982 and $6,335,105, respectively, of interest income) consisting”…
SpacBrain reads this as 362 days earlier than the previous record.
The clause …“s ability to continue as a going concern. Management intends to consummate a Business Combination prior to June 20, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause “Shares after or in connection with such initial Business Combination; there is substantial doubt about our ability to continue as a going concern ; 22 Risks Relating to the Post-Business Combination Company the share price of the”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report (Form 10-Q) for the period ended September 30, 2025. Trust account increased to $243.8 million ($10.59 per share) from $236.3 million, cash outside trust decreased to $0.3 million from $0.9 million, net income of $6.8 million from interest, no business combination announced, going concern uncertainty reiterated. Why it matters: Provides updated trust value per share for redemption calculations, shows declining working capital, confirms no deal yet, and highlights the June 2026 deadline.
What changed vs 2025-08-12trust $241.3M → $243.8M +1%deadline 2026-06-22 → 2026-06-20trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $241.3M$243.8M
- Combination deadline
- 2026-06-222026-06-20
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,528,262 was added to the trust between the two filings.
The clause “4,381 979,801 Long-term prepaid insurance 91,875 Cash and marketable securities held in Trust Account 243,788,499 236,335,105 Total Assets $ 244,252,880 $ 237,406,781 Liabilities, Class A Ordinary Shares Subject To Possible Redemption and”…
SpacBrain reads this as 2 days earlier than the previous record.
The clause …“s ability to continue as a going concern. Management intends to consummate a Business Combination prior to June 20, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to”…
The clause …“a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company s ability to continue as a going concern. Management intends to consummate a Business Combination prior to June 20, 2026.”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively Class B Ordinary Shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report filed on 2025-10-10 listing Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick as reporting persons. The filing identifies the five named entities and individuals as holding beneficial ownership in Lionheart Holdings (CUB). It contains no numerical data or statements regarding the stated $10.89 per share trust amount, the 2027-03-20 redemption deadline, any extension motions, merger execution status, or sponsor conduct. No executive commentary, customer metrics, revenue figures, market size projections, technology roadmaps, partnership agreements, litigation details, or leadership changes are included in the submitted text. Why it matters: Investors tracking CUB’s capital structure and timeline should note that multiple affiliated Wolverine vehicles report a consolidated stake. While this 13G does not modify the SPAC’s $10.89 trust valuation, reset the 2027-03-20 deadline, advance the announced deal, or reflect sponsor behavior, concentrated institutional block ownership typically correlates with coordinated voting power ahead of merger ratification or potential extension votes. The submission provides no new mechanical updates or target-specific disclosures beyond the holder roster.
What changed: SEC Schedule 13G beneficial ownership report. The filing excerpt identifies Meteora Capital, LLC as the reporting entity for CUB securities. It provides no share quantities, percentage stakes, purchase prices, or transaction dates. As a result, it does not update, contradict, or otherwise impact the stated trust value per share, the March 20, 2027 redemption deadline, the DEAL_ANNOUNCED status, or any sponsor governance or conduct indicators. Why it matters: Schedule 13G documents are routine compliance exhibits triggered when an individual or institution acquires direct or indirect beneficial ownership exceeding five percent of a class of equity. Because the provided text lacks numerical disclosures, it communicates neither a redemptive liquidity pressure nor a strategic pivot by the special purpose acquisition vehicle or its management team. It contains no claims regarding target customer bases, contracted revenue streams, total addressable markets, proprietary technology, commercial partnerships, executive hires, or active litigation. Examining the full filing body is necessary to determine whether Meteora Capital, LLC established a fresh position, reduced an existing stake, shifted from passive to activist intent, or merely reorganized a holding vehicle.
What changed: A Schedule 13G/A beneficial ownership report filed by Barclays PLC. The filing identifies Barclays PLC as a beneficial owner of CUB securities, but the provided excerpt discloses no share quantities, percentage thresholds, acquisition or disposition dates, purchase prices, or intent classifications (passive versus active). Consequently, it contains no information bearing on redemption demand forecasting, trust account maintenance, extension amendment proposals, merger execution stages, or sponsor governance conduct. Why it matters: Barclays PLC’s designation as a reporting beneficial owner may reflect routine portfolio allocation, yet without disclosed ownership levels or accompanying intent language, this document provides no signal regarding coordinated shareholder liquidity behavior, timeline extension support, or target integration momentum. The filing does not modify deal economics, shareholder redemption rights, or sponsorship obligations.
What changed: 10-Q (Quarterly Report) for Lionheart Holdings, a blank check (SPAC) company. Trust Account value increased to $241,260,237 ($10.49 per share) from $236,335,105 ($10.28 per share); cash decreased to $569,362; net income of $4,446,406 for six months; no working capital loans or new business combination announcement. Why it matters: Confirms trust per-share redemption value ($10.49) ahead of the June 2026 deadline; shows SPAC continues to search for a target with going concern risk; no extension or deal progress disclosed.
What changed vs 2025-05-13trust $238.8M → $241.3M +1%deadline 2026-06-20 → 2026-06-22going concern APPEAREDtrust account, combination deadline, going-concern doubt +13 moved · 1 with no prior record of ours
- Trust account
- $238.8M$241.3M
- Combination deadline
- 2026-06-202026-06-22
- Going-concern doubt
- not statedstated
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,477,873 was added to the trust between the two filings.
The clause “79,801 Long-term prepaid insurance 52,500 91,875 Cash and marketable securities held in Trust Account 241,260,237 236,335,105 Total Assets $ 242,004,824 $ 237,406,781 Liabilities, Class A Ordinary Shares Subject To Possible Redemption and”…
SpacBrain reads this as 2 days later than the previous record.
The clause …“Company s ability to continue as a going concern. We intend to consummate a Business Combination prior to June 22, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company s ability to continue as a going concern. Management intends to consummate a Business Combination prior to June 22, 2026.”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively Class B Ordinary Shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Schedule 13G/A amended beneficial ownership report. The filing is a beneficial ownership amendment submitted by MMCAP International Inc. SPC and MM Asset Management Inc. The visible excerpt lists only the holder names and does not disclose share quantities, percentage ownership, acquisition or disposition dates, or transaction prices. Why it matters: Because the excerpt lacks quantified ownership data, it does not alter the SPAC’s March 20, 2027 redemption deadline, the $10.89 per-share trust value, extension mechanics, target combination progress, or sponsor conduct. As a routine regulatory update for holdings exceeding 5%, its materiality lies solely in post-filing transparency; without disclosed figures, it does not trigger redemptions, affect voting control, or signal sponsor actions. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present.
What changed: Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (unaudited interim financial statements). Trust account increased to $238.8M ($10.38 per share) from $236.3M ($10.28 per share) at December 31, 2024, driven by $2.45M in dividend income. Cash outside trust fell to $697.7K from $891.0K. No business combination agreement announced; the Combination Period expires June 20, 2026. No working capital loans or redemptions occurred. Deferred underwriting fee of $9.8M remains contingent on a deal. Why it matters: The trust value per share continues to accrete, providing a modest cushion for future redemption. The SPAC remains early in its search with ample time (until June 2026) to find a target. Cash burn is low, and sponsor has not sought extension or drawn on working capital facilities. No adverse sponsor conduct or litigation flagged.
What changed vs 2024-11-12trust $233.6M → $238.8M +2%trust account, combination deadline, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $233.6M$238.8M
- Combination deadline
- not previously extracted2026-06-20
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $5,143,537 was added to the trust between the two filings.
The clause “79,801 Long term prepaid insurance 85,313 91,875 Cash and marketable securities held in Trust Account 238,782,364 236,335,105 Total Assets $ 239,712,568 $ 237,406,781 Liabilities, Class A Ordinary Shares Subject To Possible Redemption and”…
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by June 20, 2026, or by such earlier liquidation date as the Company s board of directors may approve unless further extended by”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024, respectively Class B Ordinary Shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A amended beneficial ownership report. The amendment suffix indicates a revision to a prior disclosure by MMCAP International Inc. SPC and MM Asset Management Inc. The excerpt supplies no share quantities, percentage ownership levels, or transaction dates, suggesting the update covers administrative corrections, clarifications of indirect ownership pathways, or routine periodic reporting rather than a detectable shift in equity concentration. Why it matters: In the context of redemption calendars, trust valuations, extension mechanisms, merger progress, and sponsor conduct, this filing contains no data that alters the stated timeline, trust distribution framework, voting requirements, or sponsor compensation terms. Regarding other substance, the document makes no assertions about customer relationships, revenue streams, addressable market dimensions, technology capabilities, commercial partnerships, litigation posture, or executive appointments. Institutional 13G/A filings are generally monitored for voting weight and potential tender behavior ahead of a business combination vote, but this excerpt alone does not move the announced deal forward or change capital structure parameters.
What changed: Schedule 13G/A beneficial ownership report. This filing identifies Barclays PLC as a holder of beneficial ownership interest in CUB. Concerning SPAC mechanics, the document contains no provisions altering the $10.89 per-share trust value, the 2027-03-20 deadline, extension mechanisms, target acquisition progress, or sponsor conduct. Regarding commercial fundamentals, the filing attributes no statements about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel to Barclays PLC or any other entity. Why it matters: As a routine compliance exhibit tracking institutional stake accumulation or adjustments, the Schedule 13G/A informs capitalization table transparency rather than operational or structural milestones. For shareholders evaluating redemption triggers, trust payouts, or merger timelines, Barclays PLC’s reported ownership does not modify the existing trust reserve level, termination window, or sponsor obligations outlined in prior filings. Without attached ownership percentages, voting arrangements, or purpose-of-transaction language in this excerpt, the filing signals standard regulatory reporting rather than a catalyst for accelerated redemptions, extended operational periods, or sponsor governance shifts.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2024. No business combination target has been selected. Trust account value per public share is $10.28 as of December 31, 2024 (before taxes), up from the $10.00 IPO price due to interest income. The company reported net income of $5,839,656 for the period from inception (February 21, 2024) through December 31, 2024, driven entirely by interest on the trust. Cash outside trust was $891,017. The deadline to complete an initial business combination remains June 20, 2026, subject to a potential Nasdaq 36-month requirement of June 17, 2027. No extension has been sought. An insider trading policy and a clawback policy were adopted. Why it matters: 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.
What changed: A Schedule 13G/A, self-defined in the text as a beneficial ownership report. According to the filing, Polar Asset Management Partners Inc. submitted an amendment to a prior Schedule 13G. The provided excerpt discloses no specific share volumes, percentage ownership adjustments, purchase or sale dates, redemption-related activity, deadline extensions, or sponsor conduct alterations. Why it matters: As stated in the filing, periodic amendments to beneficial ownership registers allow investors to monitor institutional positioning relative to the announced merger and the reported $10.89 trust per share before the 2027-03-20 expiration. Because the excerpt contains no quantitative stake data or updated investment purposes, it supplies no verifiable basis to evaluate anticipated redemption waves, trading liquidity impacts, or strategic alignment with the target entity.(flagged for human review)
What changed: A Joint Filing Agreement for a Schedule 13G beneficial ownership report filed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The filing introduces no modifications to redemption schedules, trust account valuations, extension procedures, deal progression, or sponsor conduct. It solely formalizes an arrangement whereby Lionheart Sponsor, LLC and Ophir Sternberg agree to jointly submit Statements on Schedule 13G and all future amendments regarding their beneficial ownership of Class A ordinary shares. Each party accepts independent responsibility for the accuracy and completeness of disclosures concerning themselves, while explicitly disclaiming liability for the other party’s information absent actual knowledge of inaccuracy. Executed on February 13, 2025, by Ophir Sternberg acting as Managing Member, the instrument contains no clauses adjusting the trust balance, altering target pursuit parameters, or changing shareholder voting mechanics. Why it matters: This functions as a standard regulatory compliance exhibit confirming continuous beneficial ownership oversight by the sponsor vehicle and its principal. The document makes no claims regarding customer concentration, revenue trajectories, addressable market sizing, proprietary technology, commercial partnerships, active litigation, or leadership appointments. Accordingly, there are no operational or strategic assertions to attribute beyond the administrative signing by Ophir Sternberg. With no embedded monetary thresholds, performance metrics, or contingent obligations, the filing exerts no direct pressure on the existing SPAC capital structure or redemption calculus. Investors tracking sponsor behavior will interpret this as baseline SEC reporting discipline rather than a signal of changed fiduciary intent or capital call preparation. Its informational utility lies in verifying uninterrupted disclosure continuity, ensuring the registration remains current without introducing contractual variables that could impact the trust distribution timeline or merger execution framework.
What changed: Schedule 13G/A — amended beneficial ownership report. The filing lists MMCAP International Inc. SPC and MM Asset Management Inc. as reporting holders. The provided excerpt contains no numerical disclosures, transaction dates, or percentage thresholds. Consequently, it reports no alterations to redemption windows, trust distribution mechanics, extension proposals, or sponsor conduct. Why it matters: Institutional ownership amendments reveal shifts in share concentration that can affect voting dynamics and public float ahead of a de SPAC timeline. Because this submission lacks disclosed position sizes or acquisition/disposition figures, it does not modify the tracked trust value of $10.89 per share, the 2027-03-20 deadline, or deal completion status. Monitoring these entities remains relevant for assessing whether capital is accumulating for merger approval or reducing ahead of potential holder redemptions, but substantive strategic claims, revenue projections, partnership announcements, or litigation updates are entirely absent from this document.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.