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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): June 6, 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 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
June 6, 2026, the Board of Directors (the “Board”) of Lionheart Holdings (the “Company”), in connection with the Company prioritizing its focus on oil & gas opportunities in Venezuela, appointed Mr. Freddy
J. Martinez, to fill a newly created vacancy on the Board and to serve as a Class III director of the Company, with a term commencing
as of June 6, 2026 and expiring at the third annual general meeting of the Company after the Company’s initial public offering.
Mr. Martinez is independent under NASDAQ rules.
Mr.
Martinez, age 70, has over 40 years of experience in investment management, financial analysis and corporate finance advisory, with
a particular focus on the oil and gas sector and cross-border investment activity. Mr. Martinez currently serves as President and
Chief Executive Officer of Forem Investments LLC, a registered investment advisory firm he founded in December 2013, where he
provides portfolio management and financial advisory services to high-net-worth and ultra-high-net-worth individuals and
institutional clients in the United States and internationally. In this capacity, Mr. Martinez also advises on corporate finance
matters in the energy sector, including financial modeling and transaction structuring for upstream, midstream and petrochemical
projects.
From
August 2006 to December 2013, Mr. Martinez served as Senior Vice President – Investments at UBS Financial Services, where he
managed discretionary and advisory client portfolios and was responsible for asset allocation, security selection and risk
management for a range of domestic and international clients. Before joining UBS, Mr. Martinez spent approximately 19 years at
Merrill Lynch, from July 1987 to August 2006, where he served as First Vice President – Investments. During his tenure at
Merrill Lynch, he managed investment portfolios for high-net-worth individuals, corporate clients and institutional
accounts.
Mr.
Martinez’s corporate finance and advisory experience includes working on a variety of transactions in the oil and gas and petrochemical
sectors, including financial modeling and structuring relating to natural gas compression infrastructure projects, debt restructuring
transactions involving U.S. energy companies, petrochemical facility integration projects in Trinidad, and the evaluation of upstream
oil and gas assets under Venezuelan fiscal regimes. He has experience advising on projects across Venezuela, the United States and the
Caribbean, and is familiar with regulatory considerations affecting cross-border energy investments, including applicable sanctions frameworks.
Earlier
in his career, Mr. Martinez held roles in engineering and industrial operations, including serving as a metals trader with Inversiones
Kaes in Venezuela, from 1986-1987, as a quality control manager at Acero Fabricantes C.A. in Venezuela, from 1980-1983, where he oversaw
manufacturing processes for oil industry equipment, and as a project manager at Tecno Consult C.A. in Venezuela, from 1978-1980, where
he was responsible for the design and installation of HVAC and process support systems on oil and aluminum industrial projects.
Mr.
Martinez holds an MBA with a concentration in finance from The Wharton School of the University of Pennsylvania and an M.S. in Engineering
from the Moore School of Engineering of the University of Pennsylvania. He also holds a B.S. in Mechanical Engineering from Universidad
Simón Bolívar.
The
Board believes that Mr. Martinez is qualified to serve as a director due to his extensive experience in investment management, financial
analysis, corporate finance and project management, particularly in the energy sector and international markets.
There
is no arrangement or understanding between Mr. Martinez and any other persons pursuant to which Mr. Martinez was elected as a director.
Mr.
Martinez has not received any cash compensation for services rendered to the Company. The Company is not prohibited from paying any fees
(including advisory fees), reimbursements or cash payments to Mr. Martinez or any other of its directors, or their affiliates, for services
rendered to the Company prior to or in connection with the completion of the Company’s initial business combination, including
payment of consulting, success or finder fees to Mr. Martinez or his affiliates in connection with the consummation of the Company’s
initial business combination, all of which, if made prior to the completion of any such initial Business Combination, will be paid from
funds held outside the Company’s trust account.
The
Company has entered into its standard director indemnification agreement with Mr. Martinez. Pursuant to the indemnification agreement,
the Company has agreed to indemnify and hold harmless Mr. Martinez to the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company. The indemnification agreement generally covers expenses that Mr.
Martinez actually and reasonably incurs because of any proceeding to which he is made or threatened to be made a party or participant
by reason of his service as a current or former director of the Company, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company. The indemnification agreement also provides for the advancement
of expenses to Mr. Martinez subject to specified conditions. There are certain exceptions to the Company’s obligation to indemnify
Mr. Martinez, and, with certain exceptions, with respect to proceedings that he initiates.
Mr.
Martinez also entered into the Letter Agreement, dated June 17, 2024, by and among the Company, Lionheart Sponsor, LLC, a Florida limited
liability company and the sponsor of the Company, and each member of the Company’s board of directors and management team. The
Letter Agreement was originally entered into in contemplation of the consummation of the Company’s initial public offering.
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 any potential
transaction 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 may contain “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 |
| 10.1 |
|
Form of Indemnity Agreement (1) |
| 10.2 |
|
Letter Agreement, dated June 17, 2024, by and among the Company, its officers, directors, and the Sponsor (2) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| (1) |
Incorporated
by reference to the Company’s Registration Statement on Form S-1 (File No. 333-279751), filed with the SEC on May 28, 2024. |
| (2) |
Incorporated
by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 20, 2024. |
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 8, 2026 |
By: |
/s/
Paul Rapisarda |
| |
|
Name: |
Paul Rapisarda |
| |
|
Title: |
Chief Financial Officer |
