Lionheart Holdings 8-K

What Happened

• Lionheart Holdings (CUB) announced on June 6, 2026 the appointment of Freddy J. Martinez to a newly created vacancy on its Board as a Class III director. The appointment aligns with the company’s stated priority to focus on oil & gas opportunities in Venezuela.
• Mr. Martinez is independent under NASDAQ rules and brings 40+ years of investment management, corporate finance and energy-sector advisory experience (including work on Venezuelan oil & gas projects). The Company also mailed a definitive proxy statement to shareholders (record date May 15, 2026) for a special meeting on June 15, 2026 to vote on extending the deadline to complete an initial business combination to March 20, 2027.

Key Details

• Appointment date: June 6, 2026; Mr. Martinez will serve as a Class III director with a term expiring at the third annual general meeting after the Company’s IPO.
• Background: President & CEO of Forem Investments LLC (founded Dec 2013); prior senior investment roles at UBS (2006–2013) and Merrill Lynch (1987–2006); experience advising on Venezuelan and Caribbean energy transactions; holds an MBA from Wharton and engineering degrees.
• Compensation & agreements: Mr. Martinez has not received cash compensation to date; the Company may pay fees or reimbursements (including potential advisory or finder fees) from funds held outside the trust account prior to completion of any initial business combination. He has entered the Company’s standard director indemnification agreement and previously executed the Company’s June 17, 2024 Letter Agreement with directors/officers and the sponsor.
• Risk disclosures: The filing reiterates forward-looking risks tied to the Company’s Venezuela focus, including sanctions, regulatory, financing, and shareholder-approval risks.

Why It Matters

• For investors, the appointment signals a deliberate shift toward pursuing Venezuelan oil & gas targets and adds a director with direct energy and cross‑border transaction experience. That expertise could help identify and structure potential deals, but it does not guarantee a transaction.
• The proxy mailed for a shareholder vote to extend the timeline to March 20, 2027 is material: if the extension is not approved, the Company’s ability to complete a business combination would be affected. The filing also highlights sanctions and regulatory risks specific to Venezuela that investors should consider when evaluating the company’s strategy.