Lionheart Holdings

Lionheart Holdings is a blank check company, incorporated on February 21, 2024, as a Cayman Islands exempted company, formed with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The company has not selected any specific Business Combination target to date and has generated no operating revenues, expecting to do so only after consummating its initial Business Combination ². Its efforts have been limited to organizational activities, activities related to its Initial Public Offering (IPO), and searching for and consummating a Business Combination ³.

The core business model of Lionheart Holdings is to identify and acquire an established business of scale that is poised for continued growth, possesses capable management, and has proven unit economics, but may require financial, operational, strategic, or managerial enhancement to maximize value ⁴. The company explicitly states it does not intend to acquire startup companies or companies without established business plans ⁵. Revenue generation is not expected until the completion of an initial Business Combination, with current income derived from interest on investments held in the Trust Account ⁶. The primary customer segments are not applicable as the company is a Special Purpose Acquisition Company (SPAC) and has no operations or customers.

The company's financial position as of December 31, 2025, shows a net income of $8,952,273 ⁷, which is primarily driven by interest income on marketable securities held in the Trust Account amounting to $9,826,877 ⁸. This income is offset by operating and formation costs of $874,604 ⁹. As of the same date, cash and marketable securities held in the Trust Account totaled $246,161,982 ¹⁰, while cash held outside the Trust Account was $230,540 ¹¹. The company reported total assets of $246,463,147 ¹² and total liabilities of $10,109,093 ¹³. The Class A Ordinary Shares subject to possible redemption were valued at $246,161,982 ¹⁴, with a redemption value of $10.70 per share ¹⁵. The company's total shareholders' deficit was $(9,807,928) ¹⁶.

Comparing the fiscal year ended December 31, 2025, to the period from inception (February 21, 2024) through December 31, 2024, the net income increased from $5,839,656 ¹⁷ to $8,952,273 ¹⁸. This was primarily due to an increase in interest income on marketable securities held in the Trust Account, which grew from $6,335,105 ¹⁹ in 2024 to $9,826,877 ²⁰ in 2025. Operating and formation costs also increased from $495,449 ²¹ in 2024 to $874,604 ²² in 2025. The cash and marketable securities held in the Trust Account increased from $236,335,105 ²³ in 2024 to $246,161,982 ²⁴ in 2025. However, cash held outside the Trust Account decreased from $891,017 ²⁵ in 2024 to $230,540 ²⁶ in 2025. The redemption price per Public Share increased from approximately $10.28 ²⁷ as of December 31, 2024, to approximately $10.70 ²⁸ as of December 31, 2025.

During the reported period, Lionheart Holdings consummated its Initial Public Offering on June 20, 2024, selling 23,000,000 Units, including 3,000,000 Option Units from the full exercise of the Over-Allotment Option, at $10.00 per Unit, generating gross proceeds of $230,000,000 ²⁹. Simultaneously, it completed a private sale of 6,000,000 Private Placement Warrants to the Sponsor and Cantor at $1.00 per warrant, generating gross proceeds of $6,000,000 ³⁰. A total of $230,000,000 from these proceeds was placed in the Trust Account ³¹. The company incurred total IPO fees of $14,462,875, comprising a $4,000,000 cash underwriting fee, a Deferred Fee of $9,800,000, and $662,875 in other offering costs ³². The company also adopted an Executive Compensation Clawback Policy on May 24, 2024, to comply with SEC and Nasdaq rules ³³.

Lionheart Holdings' primary objective for the upcoming period is to consummate an initial Business Combination by June 20, 2026 ³⁴, which marks the end of its Combination Period, 24 months from the closing of its Initial Public Offering ³⁵. The company may seek shareholder approval to amend its Amended and Restated Articles to extend this date, which would provide Public Shareholders an opportunity to redeem their shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public Shares ³⁶. If the initial Business Combination is not completed by this deadline, the company will cease operations, liquidate, and redeem all Public Shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable, if any, and less up to $100,000 for dissolution expenses) ³⁷.

The company's growth strategy is centered on acquiring established businesses of scale that are poised for continued growth, possess capable management teams, and have proven unit economics, but may require financial, operational, strategic, or managerial enhancement ³⁸. It specifically avoids startup companies or those without established business plans ³⁹. The Management Team intends to leverage its access to proprietary deal flow, sourcing capabilities, and network of industry contacts to generate Business Combination opportunities ⁴⁰. Key criteria for target businesses include attractive unit economics at scale, established and growing revenue streams, a leading or unique niche market position, capable management, and the potential to benefit from being a publicly listed company with stable free cash flow ⁴¹.

Operationally, the company expects to incur increased expenses as a result of being a public company, including costs for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses related to identifying and evaluating prospective acquisition candidates ⁴². The company's liquidity needs are currently satisfied through a $25,000 contribution from the Sponsor for Founder Shares ⁴³, a loan under the IPO Promissory Note (which was repaid) ⁴⁴, and net proceeds from the IPO and Private Placement not held in the Trust Account ⁴⁵. Management has determined that the company currently lacks the liquidity to sustain operations for a reasonable period of time, raising substantial doubt about its ability to continue as a going concern if a Business Combination is not completed by June 20, 2026 ⁴⁶.

Regarding capital allocation, the company intends to use substantially all funds held in the Trust Account, including interest earned (net of taxes payable, if any, and excluding the $9,800,000 Deferred Fee ⁴⁷), to complete its Business Combination ⁴⁸. If share capital or debt is used as consideration, remaining Trust Account proceeds will be used for working capital, operations, other acquisitions, and growth strategies of the target business ⁴⁹. The Sponsor or its affiliates may provide Working Capital Loans up to $1,500,000, which may be convertible into warrants of the post-Business Combination entity at $1.00 per warrant ⁵⁰. The company will also bear expenses incurred in connection with filing registration statements for the resale of securities held by the Founder Shares, Private Placement Warrants, and any Working Capital Loan warrants ⁵¹.

Lionheart Holdings faces several material risks, primarily stemming from its nature as a blank check company with no operating history. The most significant risk is the inability to complete an initial Business Combination within the Combination Period, which ends on June 20, 2026 ⁵², leading to liquidation and redemption of Public Shares, with Warrants expiring worthless ⁵³. The company may struggle to obtain additional financing for a Business Combination or to fund the target's operations, potentially forcing restructuring or abandonment of a deal ⁵⁴. Increased competition for attractive targets from other SPACs, private equity, and public companies could raise acquisition costs or prevent a Business Combination ⁵⁵. Geopolitical instability, such as military conflicts in Ukraine, Venezuela, between the United States, Israel and Iran, and others in the Middle East and Southwest Asia, along with changes in laws, regulations, international trade policies, inflation, and interest rate fluctuations, could adversely affect the search for a target or the performance of a post-Business Combination company ⁵⁶. Cybersecurity incidents, while the company has no operations, could impact investments in the Trust Account or third-party technologies it relies on ⁵⁷. The company's lack of business diversification means its success will depend entirely on the future performance of a single business, exposing it to negative economic, competitive, and regulatory developments ⁵⁸. Furthermore, the Sponsor and Management Team's control over director appointments and voting on Business Combinations, coupled with potential conflicts of interest due to their other business obligations and the substantial profit they stand to make from Founder Shares even if Public Shareholders experience losses, could lead to decisions not aligned with Public Shareholders' best interests ⁵⁹.

Management's overall tone emphasizes a pragmatic approach to success, balancing immediate and continuous financial returns across all stakeholders, with an investment philosophy shaped by extensive transaction and entrepreneurial experience. They prioritize quality management teams in target businesses that understand their limitations and require consistent onboarding of knowledge, expertise, and capital for sustained growth. The management team, led by Ophir Sternberg as Chairman, President, and Chief Executive Officer, Paul Rapisarda as Chief Financial Officer, and Faquiry Diaz Cala as Chief Operating Officer, leverages their network to source proprietary deal flow. The company has a clear strategic priority to acquire established businesses of scale that are poised for continued growth, have capable management teams, and proven unit economics, but may need financial, operational, strategic, or managerial enhancement. They explicitly state they do not intend to acquire startup companies or companies without established business plans. A key forward-looking statement is the commitment to complete an initial Business Combination by June 20, 2026 ⁶⁰, or seek shareholder approval for an extension, noting that failure to do so will result in liquidation and redemption of Public Shares at approximately $10.70 per share ⁶¹ (before taxes payable, if any, and less up to $100,000 for dissolution expenses) ⁶².