Lionheart (NASDAQ: CUB) explores Venezuela oil deal and $2.25B equity facility

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

SPAC refocuses on Venezuelan oil assets and explores a large but contingent equity facility.

Lionheart Holdings, a SPAC, is signaling its preferred deal direction: brownfield oil and gas assets in Venezuela. This is an early-stage indication rather than a signed business combination, but it clarifies sector and geography focus for any eventual transaction.

The contemplated committed equity facility, sized at up to $2.25 billion over 24 months, is structurally important but remains non-binding and conditional. It would only provide drawdown capacity, with actual funding dependent on share price, trading volume, registration effectiveness, and market appetite.

The proposed extension of the business combination deadline to March 20, 2027 is typical for SPACs seeking more time to secure a deal. Overall, the disclosure is directional and strategy-setting rather than a completed financing or acquisition; the real impact will hinge on shareholder approval of the extension and future definitive agreements.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Potential equity facility size: $2.25 billion Equity facility duration: 24 months Extension meeting date: June 15, 2026 +2 more

5 metrics

Potential equity facility size $2.25 billion Right to raise equity over a 24‑month period

Equity facility duration 24 months Period during which equity could be raised under facility

Extension meeting date June 15, 2026 Special shareholder meeting to vote on Extension Proposal

Record date for proxy May 15, 2026 Shareholders of record eligible for Extension Proxy Statement

Proposed SPAC deadline March 20, 2027 Requested new deadline to complete initial business combination

Key Terms

committed equity facility, brownfield redevelopment, Extension Proposal, definitive proxy statement, +1 more

5 terms

committed equity facility financial

"the Company is negotiating a non-binding term sheet for a committed equity facility"

A committed equity facility is a formal agreement in which a financial institution or investor promises to buy newly issued shares from a company up to a set limit over a fixed period, providing a reliable source of capital on demand. For investors, it matters because it gives the company a predictable funding backup—like a credit line but paid with stock—reducing financing risk while potentially diluting existing shareholders and signaling management’s access to growth or restructuring resources.

brownfield redevelopment technical

"specifically brownfield redevelopment of mature producing fields"

Extension Proposal regulatory

"to approve an extension of time ... (“Extension Proposal”)."

definitive proxy statement regulatory

"has mailed to its shareholders ... a definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

forward-looking statements regulatory

"This on contains “forward-looking statements” for purposes of the safe harbor"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Understanding 8-K Material Events →

06/03/2026 - 05:27 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2026

LIONHEART HOLDINGS

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42135		98-1778167
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 W Cypress Creek Road, Suite 500

Fort Lauderdale, Florida 33309

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (305) 573-3900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	CUBWU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CUB	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	CUBWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

Lionheart Holdings (the “Company”) is announcing that it is focusing on a potential business combination with a target in Venezuela's upstream oil and gas sector, specifically brownfield redevelopment of mature producing fields. Such a business combination could provide participants with access to one of the world's largest hydrocarbon resource bases.

To support the execution of this strategy and to support future capital needs, the Company is negotiating a non-binding term sheet for a committed equity facility. Subject to certain conditions, including the execution of definitive documents, of which there can be no assurance of success, the facility would provide the right, but not the obligation, to raise up to $2.25 billion over a 24-month period. Proceeds may be used for the acquisition of oil producing assets in Venezuela, working capital and general corporate purposes. The facility does not represent committed cash; amounts and timing depend on market conditions, trading volume, and share price.

Important Information and Where to Find It

The Company has mailed to its shareholders of record as of May 15, 2026 a definitive proxy statement (the “Extension Proxy Statement”) for a special meeting of shareholders to be held on June 15, 2026 to approve an extension of time for the Company to complete an initial business combination through March 20, 2027 (“Extension Proposal”). Shareholders may obtain a copy of the Extension Proxy Statement, without charge, by directing a request to: Lionheart Holdings, 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. The Extension Proxy Statement can also be obtained, without charge, at the U.S. Securities and Exchange Commission’s (the “SEC”) website (www.sec.gov).

The Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement, as well as other documents filed with the SEC, because these documents do and will contain important information about the Company and the Extension Proposal.

In connection with any proposed business combination, the Company expects to file relevant materials with the SEC, which may include a proxy statement, registration statement, and other documents. Investors and security holders are urged to read all such documents carefully and in their entirety when they become available, because they will contain important information about the Company, any target, and any proposed transaction. When available, these documents may be obtained free of charge at the SEC’s website or from the Company.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Proposal and the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 25, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with a potential transaction will be set forth in the Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent, or authorization with respect to the Extension Proposal, any securities or in respect of a proposed business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering of securities will be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, without limitation, statements regarding the Company’s intended acquisition focus and strategy, any potential business combination, the anticipated benefits and structure of any such transaction, the targeted assets and capital vehicle, the regulatory and policy environment in Venezuela, and the expected timing of any of the foregoing. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.

Factors that may cause such differences include, among others: the risk that the approval of the shareholders of the Company of the Extension Proposal is not obtained; the inability to identify, negotiate, and consummate a business combination within the required time period; risks relating to U.S., Venezuelan, and international sanctions and the scope, continuation, or revocation of applicable governmental authorizations and licenses; geopolitical, regulatory, operational, and execution risks associated with energy assets in Venezuela; the availability of financing on acceptable terms, if at all; limitations on the Company’s ability to enter into, and if consummated, access capital under, its planned equity facility, including registration effectiveness and trading-volume and share-price constraints; redemptions by public shareholders; and the other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.

Forward-looking statements speak only as of the date of this Current Report on Form 8-K and are not guarantees of future performance. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

No assurances can be made that the Company will successfully identify a potential business combination, whether with a target in Venezuela's upstream oil and gas sector or otherwise. Furthermore, even if a target is identified, there can be no assurance that the Company and the target will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to completion of due diligence, board and equityholder approval of both companies, regulatory approvals, and other customary conditions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIONHEART HOLDINGS

Date: June 3, 2026	By:	/s/ Paul Rapisarda
		Name: Paul Rapisarda
		Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What strategic focus did Lionheart Holdings (CUB) announce in this 8-K?

Lionheart Holdings announced a focus on a potential business combination involving Venezuela’s upstream oil and gas sector, specifically brownfield redevelopment of mature producing fields. This points to energy assets in Venezuela as the preferred target area, though no definitive agreement has been reached.

How large is the potential equity facility Lionheart Holdings (CUB) is negotiating?

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. This facility would provide the right, but not the obligation, to issue equity, subject to multiple conditions.

What would Lionheart Holdings (CUB) use potential equity facility proceeds for?

Potential proceeds may be used to acquire oil-producing assets in Venezuela, as well as for working capital and general corporate purposes. The filing notes that the facility does not represent committed cash; actual amounts and timing depend on market conditions and share trading dynamics.

Is Lionheart’s $2.25 billion equity facility already committed financing?

No. The contemplated $2.25 billion equity facility is based on a non-binding term sheet and does not represent committed cash. Drawing funds would require execution of definitive documents and depend on registration effectiveness, market conditions, trading volume, and the company’s share price.

What extension of its business combination deadline is Lionheart Holdings (CUB) seeking?

Lionheart has mailed a definitive proxy statement for a June 15, 2026 special meeting to approve extending the deadline to complete its initial business combination through March 20, 2027. Shareholder approval of this Extension Proposal is required for the additional time to pursue a transaction.

Has Lionheart Holdings (CUB) secured a specific Venezuela oil and gas deal?

No specific transaction has been secured. The company states it is focusing on a potential business combination in Venezuela’s upstream oil and gas sector but cautions there is no assurance a suitable target will be identified, definitive agreements signed, or any transaction ultimately consummated.

Filing Exhibits & Attachments

4 documents

Lionheart (NASDAQ: CUB) explores Venezuela oil deal and $2.25B equity facility

Rhea-AI Filing Summary

Positive

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