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Unless otherwise stated in this Report, or the context otherwise requires, references to: ● “ 2024 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC (as defined below) on March 21, 2024; ● “Administrative Services Agreement” are to the Administrative Services Agreement, dated June 17, 2024, which we entered into with an affiliate of our Sponsor (as defined below); ● “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; ● “ASC” are to the FASB (as defined below) Accounting Standards Codification; ● “ASU” are to the FASB Accounting Standards Update; ● “Audit Committee” are to the audit committee of our Board of Directors (as defined below); ● “Board of Directors” or “Board” are to our board of directors; ● “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; ● “Cantor” are to Cantor Fitzgerald & Co., the representative of the Underwriters (as defined below); ● “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; ● “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; ● “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; iii ● “Clawback Policy” are to our Executive Compensation Clawback Policy, adopted as of May 24, 2024: ● “Code of Ethics” are to the Code of Business Conduct and Ethics we have adopted, which is applicable to our directors, officers and employees; ● “Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to June 20, 2026 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; ● “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as may be amended from time to time; ● “Company,” “our,” “we,” or “us” are to Lionheart Holdings, a Cayman Islands exempted company; ● “Compensation Committee” are to the compensation committee of our Board of Directors; ● “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined below); ● “Deferred Fee” are to the additional aggregate fee of $9,800,000 to which the Underwriters are entitled that is payable only upon our completion of the initial Business Combination; ● “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; ● “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ● “Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; ● “FASB” are to the Financial Accounting Standards Board; ● “FINRA” are to the Financial Industry Regulatory Authority; ● “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); ● “GAAP” are to the accounting principles generally accepted in the United States of America; ● “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; ● “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on June 20, 2024; ● “Insider Trading Policy” are to the insider trading policies and procedures we have adopted; iv ● “Investment Company Act” are to the Investment Company Act of 1940, as amended; ● “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on March 8, 2024; ● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on May 28, 2024, as amended, and declared effective on June 17, 2024 (File No. 333-279751 ); ● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; ● “Letter Agreement” are to the Letter Agreement, dated June 17, 2024, which we entered into with our Sponsor and our directors and officers; ● “Lionheart Capital” are to Lionheart Capital LLC, a Miami-based investment firm and an affiliate of our Sponsor; ● “Management” or our “Management Team” are to our executive officers; ● “Nasdaq” are to The Nasdaq Stock Market LLC; ● “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; ● “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; ● “Option Units” are to the 3,000,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below); ● “Ordinary Resolution” are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); ● “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; v ● “Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; ● “PCAOB” are to the Public Company Accounting Oversight Board (United States); ● “Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements (as defined below); ● “Private Placement Warrants” are to the warrants issued to our Sponsor and Cantor in the Private Placement; ● “Private Placement Warrants Purchase Agreements” are to the (i) Private Placement Warrants Purchase Agreement, dated June 17, 2024, which we entered into with our Sponsor and (ii) Private Placement Warrant Purchase Agreement, dated June 17, 2024. which we entered into with Cantor, together; ● “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent the members of our Sponsor and our Management Team purchase Public Shares, provided that each member of our Sponsor’s and Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; ● “Public Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); ● “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); ● “Redemption Price” a re to the pro rata redemption price in any redemption we expect to pay, which was approximately $10.70 per Public Share as of December 31, 2025 (before taxes payable, if any) ; ● “Registration Rights Agreement” are to the Registration Rights Agreement, dated June 17, 2024, which we entered into with the Sponsor and Cantor; ● “Report” are ● “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended; ● “SEC” are to the U.S.
Securities and Exchange Commission; ● “SEC Clawback Rule” are to Rule 10D-1 under the Exchange Act; vi ● “Securities Act” are to the Securities Act of 1933, as amended; ● “SPAC” are to a special purpose acquisition company; ● “Special Resolution” are to a resolution of our Company passed by at least a two-thirds (2/3) majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); ● “Sponsor” are to Lionheart Sponsor, LLC, a Florida limited liability company; ● “Trust Account” are to the U.S.-based trust account in which an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering; ● “Trust Agreement” are to the Investment Management Trust Agreement, dated June 17, 2024 which we entered into with Continental, as trustee of the Trust Account; ● “Underwriters” are to the several underwriters of the Initial Public Offering; ● “ Underwriting Agreement” are to the Underwriting Agreement, dated June 17, 2024 , which we entered into with Cantor, as representative of the Underwriters; ● “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant; ● “Warrant Agreement” are to the Warrant Agreement, dated June 17, 2024, which we entered into with Continental, as Warrant agent; ● “Warrants” are to the Private Placement Warrants and the Public Warrants, together; ● “Wasserstrom” are to Jessica L.
Wasserstrom, LLC; ● “Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and ● “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. vii PART I Item 1.
Overview We are a blank check company incorporated on February 21, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with one or more businesses or entities.
To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for and consummating a Business Combination.
As of the date of this Report, we have not selected any specific Business Combination target.
We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business Combination.
Initial Public Offering Our IPO Registration Statement became effective on June 17, 2024.
On June 20, 2024, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an aggregate of 6,000,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to our Company of $6,000,000.
The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.
A total of $230,000,000, comprised of $224,000,000 of the proceeds from the Initial Public Offering and $6,000,000 of the proceeds from the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.
It is the job of our Sponsor and Management Team to complete our initial Business Combination.
Our Management Team is led by (i) Ophir Sternberg, our Chairman, President and Chief Executive Officer, (ii) Paul Rapisarda, our Chief Financial Officer and (iii) Faquiry Diaz Cala, our Chief Operating Officer.
We must complete our initial Business Combination by (x) June 20, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering, (y) such earlier liquidation date as our Board may approve or (z) such later date as our shareholders may approve pursuant to the Amended and Restated Articles.
If our initial Business Combination is not consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report.
We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.
Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval.
In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement.
If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq.
Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.
Our Management Team leverages their access to proprietary deal flow, sourcing capabilities and network of industry contacts to generate Business Combination opportunities.
Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination. 80% Test The Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account, if any, and such test, the “80% Test”).
In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our Company from a financial point of view.
Our Amended and Restated Articles provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity.
Target business candidates are also brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.
In addition, we may receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors.
Financial Position With funds available for a Business Combination in the amount of approximately $246,161,982 as of December 31, 2025, before payment of the $9,800,000 Deferred Fee and taxes payable, if any, we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
Financing Our Initial Business Combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time until the consummation of the initial Business Combination.
Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.
We also cannot assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined company.
We cannot assure our shareholders that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial Business Combination We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our Amended and Restated Articles.
Under the Nasdaq Rules, shareholder approval would be required for our initial Business Combination if, for example: ● we issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary Shares then outstanding (other than in a public offering); ● any of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares or voting power of 5% or more; or ● the issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control.
Our Sponsor, directors, officers, advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Additionally, in the event our Sponsor, directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: ● our registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases; ● if our Sponsor, directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process; ● our registration statement/proxy statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, directors, officers, advisors and their affiliates would not be voted in favor of approving the Business Combination transaction; ● our Sponsor, directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and ● we would disclose in a Current Report on Form 8-K, before our security holder meeting to approve the Business Combination transaction, the following material items: ○ the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors and their affiliates, along with the purchase price; ○ the purpose of the purchases by our Sponsor, directors, officers, advisors and their affiliates; ○ the impact, if any, of the purchases by our Sponsor, directors, officers, advisors and their affiliates on the likelihood that the Business Combination transaction will be approved; ○ the identities of our security holders who sold to our Sponsor, directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors and their affiliates; and ○ the number of our securities for which we have received redemption requests pursuant to our redemption offer.
Redemptions in Connection with Our Initial Business Combination Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination We will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein.
As of December 31, 2025, the Redemption Price was $10.70 per Public Share (before taxes payable, if any).
The per share amount we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will pay to the Underwriters.
In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the Public Shareholders thereof.

and 87 more.

Gone since FY2024

Risk Factors” below. ii Additionally, in 2024, the SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below).
The 2024 SPAC Rules (as defined below) require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions.
In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team.
The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.
Unless otherwise stated in this Report, or the context otherwise requires, references to: ● “2024 SPAC Rules” are to the rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; ● “Administrative Services Agreement” are to the Administrative Services Agreement, dated June 17, 2024, which we entered into with an affiliate of our Sponsor (as defined below); ● “Amended and Restated Charter” are to our Amended and Restated Memorandum and Articles of Association, as amended and restated and currently in effect; ● “Audit Committee” are to the audit committee of our Board of Directors (as defined below); ● “Board of Directors” or “Board” are to our board of directors; ● “Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; ● “Cantor” is to Cantor Fitzgerald & Co., the representative of the underwriters in our Initial Public Offering (as defined below); ● “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; ● “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; ● “Combination Period” are to the 24-month period, from the closing of the Initial Public Offering to June 20, 2026, that we have to consummate an initial Business Combination; provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules; ● “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as may be amended from time to time; ● “Company,” “our,” “we,” or “us” are to Lionheart Holdings, a Cayman Islands exempted company; ● “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below); ● “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; iii ● “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ● “Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; ● “FASB” are to the Financial Accounting Standards Board; ● “FINRA” are to the Financial Industry Regulatory Authority; ● “Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that will be issued (i) upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination or (ii) earlier at the option of the holders thereof, as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”) ; ● “GAAP” are to the accounting principles generally accepted in the United States of America; ● “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; ● “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on June 20, 2024; ● “Investment Company Act” are to the Investment Company Act of 1940, as amended; ● “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on March 8, 2024 ; ● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on May 28, 2024, as amended, and declared effective on June 17, 2024 (File No. 333-279751 ); ● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; ● “Letter Agreement” are to the Letter Agreement, dated June 17, 2024, which we entered into with our Sponsor and our directors and officers; ● “Lionheart Capital” are to Lionheart Capital LLC, a Miami-based investment firm and an affiliate of our Sponsor; ● “Management” or our “Management Team” are to our executive officers and directors; ● “Nasdaq” are to The Nasdaq Stock Market LLC; ● “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; ● “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; ● “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; ● “Option Units” are to the 3,000,000 units of our Company that were purchased by the underwriters of the Initial Public Offering pursuant to the full exercise of the Over-Allotment Option (as defined below); ● “Ordinary Resolution” are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); iv ● “Over-Allotment Option” are to the 45-day option that the underwriters of the Initial Public Offering had to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, which was fully exercised; ● “PCAOB” are to the Public Company Accounting Oversight Board (United States) ; ● “Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering; ● “Private Placement Warrants” are to the warrants issued to our Sponsor and Cantor in the Private Placement; ● “Public Shares” are to the Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); ● “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and our Management Team to the extent our the members of our Sponsor and our Management Team purchase Public Shares, provided that each member of our Sponsor’s and Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; ● “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); ● “Registration Rights Agreement” are to the Registration Rights Agreement, dated June 17, 2024, which we entered into with the Sponsor and Cantor; ● “Report” are ● “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; ● “SEC” are to the U.S.
Securities and Exchange Commission; ● “Securities Act” are to the Securities Act of 1933, as amended; ● “SPACs” are to special purpose acquisition companies; ● “Special Resolution” are to a resolution of our Company passed by at least a two-thirds (2/3) majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time) ; ● “Sponsor” are to Lionheart Sponsor, LLC , a Florida limited liability company; ● “Trust Account” are to the U.S.-based trust account in which an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering; ● “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant; ● “Warrants” are to the Private Placement Warrants and the Public Warrants, together; ● “Wasserstrom” are to Jessica L.
Wasserstrom, LLC; ● “Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and ● “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us . v PART I Item 1.
Overview We are a blank check company incorporated on February 21, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.
We have not selected any Business Combination target.
We may pursue an initial Business Combination target in any business or industry or at any stage of its corporate evolution.
Our primary focus, however, will be in completing a Business Combination with an established business of scale poised for continued growth, led by a highly regarded management team.
Our Management Team has an extensive track record of acquiring attractive assets at disciplined valuations, investing in growth while fostering financial discipline and improving business results.
Initial Public Offering On June 20, 2024, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option.
Simultaneously with the closing of the Initial Public Offering, we completed the private sale of an aggregate of 6,000,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,000,000.
The Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise disclosed herein.
A total of $230,000,000, comprised of $224,000,000 of the proceeds from the Initial Public Offering and $6,000,000 of the proceeds of the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.
It is the job of our Sponsor and Management to complete our initial Business Combination.
Our Management is led by Ophir Sternberg, our Chairman, President and Chief Executive Officer, Paul Rapisarda, our Chief Financial Officer and Faquiry Diaz Cala, our Chief Operating Officer.
We must complete our initial Business Combination by June 20, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering.
If our initial Business Combination is not consummated by the end of our Combination Period, then, unless our Board of Directors shall otherwise determine, our existence will terminate, and we will distribute all amounts in the Trust Account.
We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter.
Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval.
In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement.
If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.
Our Management Team seeks to leverage their access to proprietary deal flow, sourcing capabilities and network of industry contacts to generate Business Combination opportunities.
Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination. 80% Test The Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account, if any) (the “80% Test”).
In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our company from a financial point of view.
Our Amended and Restated Charter provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity.
Financial Position With funds available for a Business Combination in the amount of approximately $236,335,105 as of December 31, 2024, before payment of $9,800,000 of deferred underwriting fees and taxes payable, if any, we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
Effecting Our Initial Business Combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time until the consummation of the initial Business Combination.
Our primary focus, however, is in completing a Business Combination with an established business of scale poised for continued growth, led by a highly regarded management team.
Although our Management assesses the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.
Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
Sources of Target Businesses Target business candidates are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.
In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors.
Moreover, we cannot assure you that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.
We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial Business Combination We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our Amended and Restated Charter.
Under the Nasdaq Rules, shareholder approval would be required for our initial Business Combination if, for example: ● we issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary Shares then outstanding (other than in a public offering); ● a ny of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares or voting power of 5% or more; or ● the issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control.

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