Lionheart Holdings

CUB: 8-K · material agreement

Lionheart Holdings shareholders approved an amendment to extend the deadline to consummate an initial business combination from June 20, 2026 to March 20, 2027. In exchange, the company entered into non-redemption agreements with institutional investors covering 15.8 million Class A ordinary shares. To secure these non-redemptions, the company agreed to issue approximately 3.2 million additional Class A ordinary shares to the holders upon the closing of a business combination. This represents an issuance of one new share for every five shares held that are not redeemed. The Extension Amendment was filed with the Cayman Islands Registrar of Companies on June 22, 2026. The company did not enter into non-redemption agreements with its sponsor, Lionheart Sponsor, LLC, as previously disclosed.

SEC 8-K•4mo ago

CUB: 8-K · material agreement

Lionheart Holdings (CUB) announced it intends to enter into non-redemption agreements with unaffiliated shareholders to support an upcoming vote on extending its business combination deadline to March 20, 2027. Under the proposed agreements, the Sponsor will transfer Class B ordinary shares to participating shareholders at a ratio of approximately one Class B share for every five Class A shares held, provided the shareholders agree not to redeem their shares in connection with the extension vote. The redemption deadline for shareholders is June 11, 2026, with the extraordinary general meeting scheduled for June 15, 2026. The company noted that these agreements are expected to increase the funds remaining in the trust account but do not guarantee approval of the extension.

SEC 8-K•4mo ago

CUB: 8-K · leadership change

Lionheart Holdings appointed Freddy J. Martinez as a new independent director on June 6, 2026, to fill a newly created vacancy on its board. Martinez brings over 40 years of experience in investment management and corporate finance, with a specific focus on the oil and gas sector and cross-border investment activity. The appointment coincides with the company’s stated prioritization of oil and gas opportunities in Venezuela. Martinez currently serves as CEO of Forem Investments LLC and previously held senior roles at UBS and Merrill Lynch. The filing also notes that the company has mailed a proxy statement to shareholders for a special meeting on June 15, 2026, to approve an extension of the deadline to complete an initial business combination to March 20, 2027.

SEC 8-K•4mo ago

CUB: DEF 14A · proxy statement

Lionheart Holdings (CUB) is soliciting shareholder approval to extend its deadline to complete a business combination by nine months, from June 20, 2026, to March 20, 2027. The proxy statement indicates that if the extension is not approved, the company will be forced to cease operations, redeem public shares, and liquidate. Public shareholders are offered the right to redeem their shares for cash from the Trust Account at an estimated price of $10.87 per share, which is approximately $0.06 higher than the recent market price of $10.81. The redemption deadline for shareholders wishing to exit is June 11, 2026, prior to the Extraordinary General Meeting scheduled for June 15, 2026. The Sponsor, Lionheart Sponsor, LLC, owns 25% of the outstanding ordinary shares and has agreed to waive its rights to liquidating distributions from the Trust Account if the company fails to complete a business combination. The Board unanimously recommends voting in favor of the extension amendment proposal to allow additional time to identify and consummate a target transaction.

SEC DEF 14A•4mo ago

CUB: 10-Q · periodic report

Lionheart Holdings reported net income of $1.93 million for the quarter ended March 31, 2026, driven primarily by $2.17 million in interest income earned on its trust account. The company continues to operate as a pre-deal SPAC with no business combination target identified, holding $248.3 million in trust assets and only $117,675 in operating cash. The filing includes standard going-concern language, noting substantial doubt about the company's ability to continue as a going concern if it fails to complete a business combination by June 20, 2026. Operating costs for the quarter were $239,801, consistent with prior periods, and no material changes to risk factors were disclosed.

SEC 10-Q•5mo ago