Lionheart Holdings 8-K

What Happened

• Lionheart Holdings (CUB) filed an 8-K on June 22, 2026 reporting that shareholders approved an amendment to extend the deadline to complete an initial business combination from June 20, 2026 to March 20, 2027. The Extension Amendment was filed with the Cayman Islands Registrar of Companies on June 22, 2026.
• In connection with the extension, the Company entered into non‑redemption agreements with unaffiliated institutional investors (the “Holders”) under which the Holders agreed not to seek redemption, or to reverse previously submitted redemption demands, with respect to an aggregate of 15,879,072 Class A ordinary shares. In consideration, the Holders will receive an aggregate of 3,175,814 additional Class A ordinary shares substantially concurrently with or immediately after the closing of an initial business combination. The New Shares will have the same registration rights provided under the Company’s June 17, 2024 Registration Rights Agreement.
• The Company also noted it did not enter into non‑redemption agreements with its sponsor, Lionheart Sponsor, LLC, as it had previously disclosed it intended to do.

Key Details

• Extension: deadline moved from June 20, 2026 to March 20, 2027; filed June 22, 2026.
• Shares covered by non‑redemption agreements: 15,879,072 Class A ordinary shares.
• Consideration to Holders: 3,175,814 new Class A ordinary shares to be issued at or right after closing of the initial business combination.
• Holders receive same registration rights under the June 17, 2024 Registration Rights Agreement; form of non‑redemption agreement filed as Exhibit 10.1.

Why It Matters

• The extension gives Lionheart roughly nine more months to complete a merger or other qualifying business combination, which can be critical for completing a deal rather than liquidating.
• The non‑redemption agreements reduce potential redemptions at closing, helping preserve cash in the SPAC trust that would otherwise be returned to redeeming public shareholders—making a transaction easier to finance. However, the agreements also entail issuing about 3.18 million additional Class A shares, which will increase the share count if a deal closes.
• Investors should note the company’s disclosure that sponsor-level non‑redemption agreements were not entered into as previously indicated; review the attached agreement (Exhibit 10.1) and the Extension Amendment (Exhibit 3.1) for full terms.