Lionheart Holdings

Lionheart Holdings is a blank check company, or SPAC, incorporated on February 21, 2024, in the Cayman Islands, with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The company has not yet selected a specific target and has generated no operating revenues to date, expecting to do so only after consummating its initial Business Combination ². Its efforts have been limited to organizational activities, 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 a capable management team, and has proven unit economics ⁴. The company aims to provide an alternative to a traditional IPO for target businesses, offering a more expeditious and cost-effective method to becoming a public company ⁵. Revenue generation is currently limited to non-operating interest income on investments held in the Trust Account ⁶. The primary customer segments are not applicable as the company is a blank check company seeking an acquisition target, not an operating business with customers.

For the fiscal year ended December 31, 2025, Lionheart Holdings reported a net income of $8,952,273 ⁷. This was primarily driven by interest income on marketable securities held in the Trust Account, which amounted to $9,826,877 ⁸. Operating and formation costs for the same period were $874,604 ⁹. As of December 31, 2025, the company held marketable securities in the Trust Account totaling $246,161,982 ¹⁰, and cash held outside the Trust Account of $230,540 ¹¹. The Class A Ordinary Shares subject to possible redemption were valued at $246,161,982 ¹², with a redemption value of $10.70 per share ¹³. Total liabilities as of December 31, 2025, were $10,109,093 ¹⁴, including a Deferred Fee payable of $9,800,000 ¹⁵ to the Underwriters upon completion of a Business Combination, and deferred legal fees of $250,000 ¹⁶. The company reported a total shareholders' deficit of $(9,807,928) ¹⁷.

Comparing the fiscal year ended December 31, 2025, to the period from February 21, 2024 (inception) through December 31, 2024, net income increased from $5,839,656 ¹⁸ to $8,952,273 ¹⁹. Interest income on marketable securities held in the Trust Account also increased from $6,335,105 ²⁰ to $9,826,877 ²¹. Operating and formation costs rose from $495,449 ²² to $874,604 ²³. Cash held outside the Trust Account decreased from $891,017 ²⁴ in 2024 to $230,540 ²⁵ in 2025. The redemption value per Public Share increased from approximately $10.28 ²⁶ as of December 31, 2024, to $10.70 ²⁷ as of December 31, 2025.

Significant operational developments during the reported period include the consummation of the Initial Public Offering on June 20, 2024, where 23,000,000 Units were sold, including 3,000,000 Option Units from the full exercise of the Over-Allotment Option, generating gross proceeds of $230,000,000 ²⁸. Simultaneously, 6,000,000 Private Placement Warrants were sold to the Sponsor and Cantor for $1.00 per warrant, generating gross proceeds of $6,000,000 ²⁹. A total of $230,000,000 ³⁰ from these proceeds was placed in the Trust Account. The company also adopted an Executive Compensation Clawback Policy on May 24, 2024, to comply with SEC and Nasdaq rules ³¹.

Lionheart Holdings' primary objective for the upcoming period is to consummate an initial Business Combination by June 20, 2026 ³², which marks the end of its Combination Period of 24 months from the closing of its Initial Public Offering. If the company fails to complete a Business Combination by this date, it will cease all operations except for winding up and will redeem its Public Shares ³³. The company may seek shareholder approval to amend its Amended and Restated Articles to extend this Combination Period, which would allow Public Shareholders to redeem their shares ³⁴.

The company's growth strategy is centered on acquiring established businesses of scale that are poised for continued growth, led by capable management teams, and possess proven unit economics ³⁵. It specifically avoids startup companies or those with speculative business plans or excessive leverage ³⁶. The management team intends to leverage its access to proprietary deal flow, sourcing capabilities, and network of industry contacts to generate Business Combination opportunities ³⁷. The company seeks targets that will benefit from being publicly listed, utilizing broader access to capital and a public profile to accelerate shareholder value creation ³⁸. It also looks for businesses with a leading, growing, or unique niche market position and the potential for stable free cash flow ³⁹.

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 potential acquisitions ⁴⁰. The company's liquidity needs are currently satisfied through the initial capital contribution from the Sponsor, a loan from the IPO Promissory Note (which has been repaid), and net proceeds from the IPO and Private Placement not held in the Trust Account ⁴¹. The company had cash held outside the Trust Account of $230,540 ⁴² as of December 31, 2025, which it uses to identify and evaluate target businesses and perform due diligence. Management has determined that the company currently lacks the liquidity to sustain operations for a reasonable period of time without completing a Business Combination or raising additional funds ⁴³.

Regarding capital allocation, the company intends to use substantially all of the funds held in the Trust Account, including interest earned (net of taxes payable and excluding the Deferred Fee), to complete its Business Combination ⁴⁴. If equity or debt securities are used as consideration, or if not all funds from the Trust Account are used for the Business Combination or redemptions, the remaining cash will be used for general corporate purposes, including maintenance or expansion of operations, debt repayment, funding other acquisitions, or working capital ⁴⁵. The Underwriters are entitled to a Deferred Fee of $9,800,000 ⁴⁶, payable only upon the completion of the initial Business Combination ⁴⁷. The Sponsor or its affiliates may loan the company Working Capital Loans up to $1,500,000 ⁴⁸ to fund deficiencies or transaction costs, which may be convertible into warrants at $1.00 per warrant ⁴⁹.

Lionheart Holdings faces several material risks, primarily stemming from its nature as a blank check company. A significant risk is the inability to complete an initial Business Combination within the Combination Period, which ends on June 20, 2026 ⁵⁰, leading to liquidation and redemption of Public Shares, with Warrants expiring worthless ⁵¹. The company may also be unable to obtain additional financing required for a Business Combination or to fund the target's operations and growth, potentially forcing restructuring or abandonment of a transaction ⁵². Increased competition from other SPACs, private equity groups, and public companies for attractive targets could raise acquisition costs or make it difficult to find a suitable target ⁵³. 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, inflation, interest rate fluctuations, and supply chain disruptions, could adversely affect the ability to consummate a Business Combination ⁵⁴. Furthermore, the company's lack of business diversification means that after a Business Combination, its success may depend entirely on the future performance of a single business, subjecting it to concentrated economic, competitive, and regulatory risks ⁵⁵. There is also substantial doubt about the company's ability to continue as a "going concern" if it cannot complete a Business Combination by June 20, 2026 ⁵⁶.

Management's message to shareholders emphasizes a pragmatic approach, balancing immediate and continuous financial returns across all stakeholders. They believe in quality management teams that lead attractive target businesses, recognizing the need for consistent onboarding of knowledge, expertise, varied points of view, 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 significant operating and transaction experience and network to source Business Combination opportunities. Their strategic priorities include identifying established businesses of scale with proven unit economics, capable management teams, and a clear path for continued growth, while avoiding startup companies or those with speculative business plans or excessive leverage. They also prioritize targets that will benefit from being publicly listed and can effectively utilize public capital and profile to enhance shareholder value. The company has until June 20, 2026 ⁵⁷, to consummate an initial Business Combination, and management plans to achieve this goal, though they acknowledge the substantial doubt about the company's ability to continue as a going concern if this is not met.