Did Lionheart Holdings (CUB) enter non-redemption agreements with its sponsor?

Lionheart Holdings did not enter into non-redemption agreements involving its sponsor, Lionheart Sponsor, LLC, together with the institutional investors. This differs from what the company had previously indicated it intended to pursue in an earlier disclosure.

Lionheart Holdings (CUB) extends merger deadline and grants 3.18M new shares

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

Lionheart extends its SPAC timeline and trades dilution for reduced redemptions.

Lionheart Holdings obtained shareholder approval to extend its 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 before liquidating.

The company also signed Non-Redemption Agreements covering 15,879,072 Class A ordinary shares. In exchange, investors are to receive 3,175,814 new Class A ordinary shares at or after closing, and corresponding registration rights. This structure can stabilize the shareholder base around a future deal, while increasing share count when a transaction is completed.

8-K Event Classification

3 items: 1.01, 5.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Extension deadline: March 20, 2027 Non-redemption shares: 15,879,072 shares New incentive shares: 3,175,814 shares +2 more

5 metrics

Extension deadline March 20, 2027 New date to complete business combination, extended from June 20, 2026

Non-redemption shares 15,879,072 shares Class A ordinary shares covered by Non-Redemption Agreements

New incentive shares 3,175,814 shares Additional Class A ordinary shares to be issued to non-redeeming holders

Warrant exercise price $11.50 per share Exercise price for each whole warrant into one Class A ordinary share

Par value $0.0001 per share Par value of Class A ordinary shares

Key Terms

Non-Redemption Agreements, Extension Amendment, Registration Rights Agreement, emerging growth company, +2 more

6 terms

Non-Redemption Agreements financial

"the Company entered into certain non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated institutional investors"

A non-redemption agreement is a contract in which a security holder agrees not to demand repayment, cashing out, or forced buyback of their shares or debt for a set period. Think of it like agreeing to leave money in a shared pot rather than asking for your portion back immediately; it preserves company cash flow and reduces near-term liabilities. Investors care because it affects a company’s short-term liquidity, the timing of potential payouts, and the predictability of future ownership or debt levels.

Extension Amendment regulatory

"to extend the date by which the Company must consummate a merger ... to March 20, 2027 (the “Extension Amendment”)"

Registration Rights Agreement financial

"the same registration rights set forth in that certain Registration Rights Agreement, dated as of June 17, 2024"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

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.

Class A ordinary shares financial

"Class A ordinary shares, par value $0.0001 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

redeemable warrant financial

"one Class A ordinary share and one-half of one redeemable warrant"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

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Understanding 8-K Material Events →

Available on EDGAR 06/22/2026 - 05:29 PM Accepted by SEC EDGAR 06/22/2026 - 05:29 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 18, 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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed by Lionheart Holdings (the “Company”), the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Articles of Association to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities from June 20, 2026 to March 20, 2027 (the “Extension Amendment”).

In connection with the Extraordinary General Meeting and the Extension Amendment, the Company entered into certain non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated institutional investors (the “Holders”), in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 15,879,072 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) held by the Holders. In consideration of the foregoing agreement, the Company shall issue to the Holders an aggregate of 3,175,814 additional Class A Ordinary Shares (the “New Shares”) substantially concurrently with or immediately after, the closing of an initial business combination. The Holders will be entitled to the same registration rights set forth in that certain Registration Rights Agreement, dated as of June 17, 2024, among the Company and the other parties thereto, in respect of all the New Shares held by the Holders. The Company did not enter into any non-redemption agreements with the Holders and Lionheart Sponsor, LLC, the Company’s sponsor, as the Company disclosed it intended to do in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2026.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On June 22, 2026, the Company filed the Extension Amendment with the Cayman Islands Registrar of Companies. The terms of the Extension Amendment are incorporated herein by reference. A copy of the Extension Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Extension Amendment
10.1		Form of Non-Redemption Agreement
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 22, 2026	By:	/s/ Paul Rapisarda
		Name:	Paul Rapisarda
		Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What business combination deadline did Lionheart Holdings (CUB) approve and file?

Lionheart Holdings extended its deadline to complete a merger or similar business combination from June 20, 2026 to March 20, 2027. Shareholders approved this change and the Extension Amendment was filed with the Cayman Islands Registrar of Companies.

How many Lionheart Holdings (CUB) shares are subject to Non-Redemption Agreements?

Non-Redemption Agreements cover an aggregate of 15,879,072 Class A ordinary shares. These agreements involve unaffiliated institutional investors agreeing not to redeem, or to reverse redemption requests, in connection with Lionheart’s extended business combination timeline.

What consideration will investors receive under Lionheart Holdings (CUB) Non-Redemption Agreements?

Investors party to the Non-Redemption Agreements will receive an aggregate of 3,175,814 additional Class A ordinary shares. These “New Shares” will be issued substantially concurrently with or immediately after the closing of Lionheart’s initial business combination.

Do the new Lionheart Holdings (CUB) shares get registration rights?

The New Shares issued under the Non-Redemption Agreements will have the same registration rights as described in the Registration Rights Agreement dated June 17, 2024. Those rights apply to all New Shares held by the participating investors.

What are Lionheart Holdings (CUB) listed securities and warrant terms?

Lionheart Holdings lists units, Class A ordinary shares, and warrants on Nasdaq. Each whole warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, providing potential additional share issuance if exercised.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 FORM OF NON-REDEMPTION AGREEMENT 71.3 KB

Lionheart Holdings (CUB) extends merger deadline and grants 3.18M new shares

Rhea-AI Filing Summary

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