Lionheart Holdings SEC Filings

Lionheart Holdings, a Nasdaq-listed special purpose acquisition company, disclosed that it signed a non‑binding letter of intent on July 15, 2026 with Keo Capital AB on behalf of KEO Energy for a potential business combination. The LOI contemplates a preliminary indicative pre‑money enterprise value of $400 million for KEO Energy. If completed, equityholders of both parties would own a newly formed holding company whose shares are expected to trade on the Nasdaq Capital Market, with a six‑member board split evenly between Lionheart and KEO Energy designees.

Closing of any transaction would depend on satisfactory due diligence, negotiation and signing of definitive agreements targeted for August 17, 2026, completion of audited financials, shareholder approvals, listing approvals, and key regulatory clearances, including authorization under U.S. and other sanctions administered by OFAC and Venezuelan governmental approvals related to hydrocarbons. Lionheart completed its IPO in June 2024 and holds approximately $200 million in a trust account, while KEO Energy’s main asset is an indirect equity interest in a joint venture holding interests in Venezuela’s PetroUrdaneta Project. The companies emphasize there can be no assurance a definitive agreement or transaction will occur.

Lionheart Holdings reports an amended Schedule 13G/A disclosing that Wolverine Asset Management, LLC and related parties hold 1,900 Class A Ordinary Shares. Each reporting person is shown as beneficially owning 0.01% of Class A shares, calculated using 21,496,164 shares outstanding as of June 18, 2026.

The filing states shared voting and dispositive power over the 1,900 shares and identifies Wolverine Holdings, Christopher L. Gust, and Robert R. Bellick as parties with shared control.

Lionheart Holdings insider filing shows a capital-structure move rather than a market trade. Lionheart Sponsor LLC, an entity associated with Chairman, President & CEO Ophir Sternberg, converted 3,000,000 Class B Ordinary Shares into 3,000,000 Class A Ordinary Shares on a one-for-one basis for no additional consideration.

After the conversion, Lionheart Sponsor LLC indirectly holds 3,000,000 Class A Ordinary Shares and 4,666,667 Class B Ordinary Shares as reflected in the derivative line. The Class B shares automatically or optionally convert into Class A at the time of the company’s initial business combination under its governing documents.

Lionheart Holdings is extending the timeframe to complete a business combination and has arranged to keep a large block of shares from being redeemed. Shareholders previously approved an amendment to move the deadline to consummate a merger or similar transaction from June 20, 2026 to March 20, 2027, and the Extension Amendment has been filed with the Cayman Islands Registrar of Companies.

To support this, Lionheart entered into non-redemption agreements with unaffiliated institutional investors covering an aggregate of 15,879,072 Class A ordinary shares. In return for agreeing not to redeem (or reversing redemption requests), these investors will receive an aggregate of 3,175,814 additional Class A ordinary shares issued substantially concurrently with or immediately after closing an initial business combination, with registration rights matching an existing Registration Rights Agreement.

Lionheart Holdings shareholders approved an amendment extending the deadline to complete a business combination from June 20, 2026 to March 20, 2027. This gives the SPAC more time to find and close a target transaction.

At the extraordinary general meeting, 15,786,622 votes were cast for the extension, 1,468,989 against and 400,036 abstained. Holders of 4,503,836 Public Shares redeemed at approximately $10.88 per share, leaving about $201,221,817 in the trust account. The sponsor converted 3,000,000 Class B ordinary shares into Class A ordinary shares, resulting in 21,496,164 Class A shares and 4,666,667 Class B shares outstanding or underlying outstanding units as of June 18, 2026.

Lionheart Holdings Schedule 13G discloses that Harraden-related entities and Frederick V. Fortmiller, Jr. report shared beneficial ownership of 1,500,000 Class A shares, representing 6.52% of the class (CUSIP G5501C109). The filing attributes the holdings to four Harraden funds and lists Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller as indirect owners by virtue of their roles. Signatures are dated 06/17/2026.

Lionheart Holdings director files initial ownership report. Martinez Freddy J, a director of Lionheart Holdings, has filed a Form 3, which is the initial statement of beneficial ownership required for insiders. The filing lists his role as a director and does not report any insider transactions or derivative positions.

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 appointed Freddy J. Martinez as a Class III director as of June 6, 2026, as the company prioritizes oil and gas opportunities in Venezuela. Martinez brings over 40 years of investment management, financial analysis, and corporate finance experience focused on the energy sector and cross-border deals.

The company highlighted an Extension Proposal to push the deadline to complete its initial business combination through March 20, 2027, with a special shareholder meeting scheduled for June 15, 2026. Lionheart entered into its standard indemnification agreement with Martinez and noted he may receive fees for advisory or transaction services, paid from funds outside the trust account before any initial business combination.