STOCK TITAN

Lionheart Holdings ends KEO Energy deal talks

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lionheart Holdings (CUB), a Cayman Islands special purpose acquisition company, reports that its previously announced potential transaction with KEO Energy (Maha Energy Indiana Inc.), pursued under a non-binding letter of intent with Keo Capital AB, will not move forward. The contemplated business combination was not consummated during the exclusivity period defined in the letter of intent.

Lionheart Holdings and KEO Energy have mutually decided not to renew the exclusivity period, effectively ending this particular business combination effort. Lionheart’s units, Class A ordinary shares, and warrants continue to trade on The Nasdaq Stock Market LLC.

Positive

  • None.

Negative

  • The proposed business combination with KEO Energy under the non-binding letter of intent was not consummated within the exclusivity period, and the parties have mutually decided not to renew exclusivity, ending this potential deal path for Lionheart Holdings.

Insights

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Warrant exercise price $11.50 per share Each whole warrant exercisable for one Class A ordinary share
Par value of Class A ordinary shares $0.0001 per share Par value of Lionheart Holdings’ Class A ordinary shares
Commission File Number 001-42135 Lionheart Holdings’ Exchange Act registration file number
IRS Employer Identification No. 98-1778167 Lionheart Holdings’ IRS Employer Identification Number
special purpose acquisition company financial
"Lionheart Holdings, a special purpose acquisition company (the “Company”), entered"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
non-binding letter of intent financial
"entered into a non-binding letter of intent (the “LOI”) with Keo Capital"
A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.
exclusivity period financial
"was not consummated during the exclusivity period set forth in the LOI"
An exclusivity period is a set amount of time during which only one party has the right to buy, sell, or make a deal with an asset or opportunity. For investors, it matters because it limits competition and gives the holder a guaranteed window to decide or act without interference from others, similar to having a temporary special right or first chance to make a move.
Emerging Growth Company regulatory
"Emerging Growth Company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did Lionheart Holdings (CUB) announce regarding its proposed business combination with KEO Energy?

Lionheart Holdings announced that the proposed business combination with KEO Energy under a non-binding letter of intent was not consummated during the exclusivity period, and both parties have mutually decided not to renew that exclusivity.

Is Lionheart Holdings’ letter of intent with KEO Energy still in effect?

No. The non-binding letter of intent between Lionheart Holdings and Keo Capital AB, on behalf of KEO Energy, was not completed within the exclusivity period, and the parties have mutually chosen not to extend or renew that exclusivity.

What type of company is Lionheart Holdings (CUB)?

Lionheart Holdings is described as a special purpose acquisition company. It has Class A ordinary shares, units, and warrants listed on The Nasdaq Stock Market LLC under the trading symbols CUB, CUBWU, and CUBWW.

What are the trading symbols for Lionheart Holdings’ securities?

Lionheart Holdings’ units trade under CUBWU, its Class A ordinary shares under CUB, and its warrants under CUBWW on The Nasdaq Stock Market LLC.

What is the exercise price of Lionheart Holdings’ publicly traded warrants (CUBWW)?

Each whole warrant of Lionheart Holdings (trading as CUBWW) is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, according to the company’s securities description.

What is the par value of Lionheart Holdings’ Class A ordinary shares (CUB)?

Lionheart Holdings’ Class A ordinary shares (CUB) have a par value of $0.0001 per share, as stated in the company’s description of its listed securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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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): August 31, 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) (Zip Code)

 

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

 

 

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 8.01 Other Events.

 

As previously announced, on July 15, 2026, Lionheart Holdings, a special purpose acquisition company (the “Company”), entered into a non-binding letter of intent (the “LOI”) with Keo Capital AB, on behalf of KEO Energy (Maha Energy Indiana Inc.) (“KEO Energy”), with respect to a proposed business combination (the “Proposed Business Combination”). The LOI and related matters were disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2026.

 

The Proposed Business Combination was not consummated during the exclusivity period set forth in the LOI, and the parties have mutually decided not to renew such exclusivity.

 

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SIGNATURES

 

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 thereunto duly authorized.

 

LIONHEART HOLDINGS  
   
By: /s/ Paul Rapisarda  
Name: Paul Rapisarda  
Title: Chief Financial Officer  

 

Date: September 1, 2026

 

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Filing Exhibits & Attachments

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