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Lionheart Holdings has called an extraordinary shareholder meeting on June 15, 2026 to vote on extending the deadline to complete its initial business combination through March 20, 2027. Holders of Class A shares issued in the IPO must submit redemption requests by 5:00 p.m. Eastern on June 11, 2026.
The company and its sponsor, Lionheart Sponsor, LLC, intend to enter into Non-Redemption Agreements with unaffiliated shareholders who agree not to redeem certain Class A shares. In return, the sponsor currently expects to transfer one Class B ordinary share for every five Non-Redeemed Shares after the business combination closes, if the extension is approved and those shares are not redeemed. The company notes these agreements are meant to help maintain more cash in the trust account and that there is no assurance any agreement will be finalized.
Lionheart Holdings has called an extraordinary shareholder meeting on June 15, 2026 to vote on extending the deadline to complete its initial business combination through March 20, 2027. Holders of Class A shares issued in the IPO must submit redemption requests by 5:00 p.m. Eastern on June 11, 2026.
The company and its sponsor, Lionheart Sponsor, LLC, intend to enter into Non-Redemption Agreements with unaffiliated shareholders who agree not to redeem certain Class A shares. In return, the sponsor currently expects to transfer one Class B ordinary share for every five Non-Redeemed Shares after the business combination closes, if the extension is approved and those shares are not redeemed. The company notes these agreements are meant to help maintain more cash in the trust account and that there is no assurance any agreement will be finalized.
Linden Advisors, Linden Capital, Linden GP and Siu Min (Joe) Wong disclose beneficial ownership of Lionheart Holdings Class A shares. As of June 3, 2026, Linden Advisors and Mr. Wong may be deemed to beneficially own 2,000,000 shares (approximately 8.7% of the class). Linden Capital and Linden GP may be deemed to beneficially own 1,930,942 shares (approximately 8.4%). The holdings consist of 1,930,942 shares held by Linden Capital and 69,058 shares held by Managed Accounts. The filing identifies shared voting and dispositive power for the listed entities.
Linden Advisors, Linden Capital, Linden GP and Siu Min (Joe) Wong disclose beneficial ownership of Lionheart Holdings Class A shares. As of June 3, 2026, Linden Advisors and Mr. Wong may be deemed to beneficially own 2,000,000 shares (approximately 8.7% of the class). Linden Capital and Linden GP may be deemed to beneficially own 1,930,942 shares (approximately 8.4%). The holdings consist of 1,930,942 shares held by Linden Capital and 69,058 shares held by Managed Accounts. The filing identifies shared voting and dispositive power for the listed entities.
Lionheart Holdings has outlined a new strategic focus on a potential business combination in Venezuela’s upstream oil and gas sector, targeting brownfield redevelopment of mature producing fields. This would give participants exposure to one of the world’s largest hydrocarbon resource bases if a transaction is completed.
To support this strategy, Lionheart is negotiating a non-binding term sheet for a committed equity facility that could allow it to raise up to $2.25 billion over a 24‑month period. Any proceeds may be used to acquire oil-producing assets in Venezuela, for working capital, and for general corporate purposes, but the facility is not committed cash and usage would depend on market conditions, trading volume, and share price.
The company has mailed a definitive proxy statement for a June 15, 2026 special meeting to extend its deadline to complete an initial business combination through March 20, 2027. The filing emphasizes that there is no assurance a suitable target will be identified, that definitive agreements will be signed, or that any transaction or equity facility will be completed.
Lionheart Holdings has outlined a new strategic focus on a potential business combination in Venezuela’s upstream oil and gas sector, targeting brownfield redevelopment of mature producing fields. This would give participants exposure to one of the world’s largest hydrocarbon resource bases if a transaction is completed.
To support this strategy, Lionheart is negotiating a non-binding term sheet for a committed equity facility that could allow it to raise up to $2.25 billion over a 24‑month period. Any proceeds may be used to acquire oil-producing assets in Venezuela, for working capital, and for general corporate purposes, but the facility is not committed cash and usage would depend on market conditions, trading volume, and share price.
The company has mailed a definitive proxy statement for a June 15, 2026 special meeting to extend its deadline to complete an initial business combination through March 20, 2027. The filing emphasizes that there is no assurance a suitable target will be identified, that definitive agreements will be signed, or that any transaction or equity facility will be completed.
Lionheart Holdings is asking shareholders to approve an amendment extending the deadline to complete its initial Business Combination by nine months, from June 20, 2026 to March 20, 2027. A related proposal would allow adjournment of the meeting if more time is needed to gather votes.
If the extension is not approved or implemented, the company would cease operations and liquidate, redeeming public shares for the cash held in its trust account and leaving warrants with no value. Based on approximately $250 million in the trust as of May 27, 2026, the estimated redemption price at the meeting is about $10.87 per share, versus a May 26, 2026 market price of $10.81.
Public shareholders can redeem regardless of how they vote, with a redemption election deadline of 5:00 p.m. Eastern Time on June 11, 2026. As of the May 15, 2026 record date, 30,666,667 ordinary shares were outstanding, including 23,000,000 Class A and 7,666,667 Class B shares, with insiders holding about 25% of the total and expected to vote in favor of the extension.
Lionheart Holdings is asking shareholders to approve an amendment extending the deadline to complete its initial Business Combination by nine months, from June 20, 2026 to March 20, 2027. A related proposal would allow adjournment of the meeting if more time is needed to gather votes.
If the extension is not approved or implemented, the company would cease operations and liquidate, redeeming public shares for the cash held in its trust account and leaving warrants with no value. Based on approximately $250 million in the trust as of May 27, 2026, the estimated redemption price at the meeting is about $10.87 per share, versus a May 26, 2026 market price of $10.81.
Public shareholders can redeem regardless of how they vote, with a redemption election deadline of 5:00 p.m. Eastern Time on June 11, 2026. As of the May 15, 2026 record date, 30,666,667 ordinary shares were outstanding, including 23,000,000 Class A and 7,666,667 Class B shares, with insiders holding about 25% of the total and expected to vote in favor of the extension.
Lionheart Holdings, a SPAC, reported net income of $1,934,340 for the three months ended March 31, 2026, driven by $2,174,141 of interest on cash and marketable securities held in its trust account. Operating and formation costs were $239,801, reflecting ongoing search and corporate expenses.
Total assets were $248,491,174, including $248,336,123 of money market funds in the trust account. As of May 14, 2026, 23,000,000 Class A ordinary shares and 7,666,667 Class B ordinary shares were outstanding. The company has until June 20, 2026 to complete a business combination, and management discloses substantial doubt about its ability to continue as a going concern if no deal is completed by then.
Lionheart Holdings, a SPAC, reported net income of $1,934,340 for the three months ended March 31, 2026, driven by $2,174,141 of interest on cash and marketable securities held in its trust account. Operating and formation costs were $239,801, reflecting ongoing search and corporate expenses.
Total assets were $248,491,174, including $248,336,123 of money market funds in the trust account. As of May 14, 2026, 23,000,000 Class A ordinary shares and 7,666,667 Class B ordinary shares were outstanding. The company has until June 20, 2026 to complete a business combination, and management discloses substantial doubt about its ability to continue as a going concern if no deal is completed by then.