Lionheart Sponsor converts 3M Class B into Class A

Lionheart Holdings insider filing shows a capital-structure move rather than a market trade.

Rhea-AI Filing Summary

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.

Insider Trade Summary

3,000,000 shares exercised/converted

Exercise 2 txns

Insider Sternberg Ophir, Lionheart Sponsor, LLC

Role Chairman, President & CEO | 10% Owner

Type	Security	Shares	Price	Value
Conversion	Class A Ordinary Shares, par value $0.0001 per share	3,000,000	$0.00	$0.00
Conversion	Class A Ordinary Shares, par value $0.0001 per share	3,000,000	$0.00	$0.00

Holdings After Transaction: Class A Ordinary Shares, par value $0.0001 per share — 4,666,667 contracts (Indirect, See footnote); Class A Ordinary Shares, par value $0.0001 per share — 3,000,000 shares (Indirect, See footnote)

Footnotes (1)

1. F1. The reported shares of Lionheart Holdings (the "Issuer") are directly held by Lionheart Sponsor LLC (the "Sponsor"). Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association, as amended, the Class B Ordinary Shares will automatically convert into the Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination at the option of the holders thereof at any time and from time to time, in each case on a one-for-one basis, subject to adjustment as set forth therein, for no additional consideration. The Class B ordinary shares have no expiration date. On June 18, 2026, the Sponsor elected to convert 3,000,000 Class B Ordinary Shares into 3,000,000 Class A Ordinary Shares.

Key Figures

Shares converted: 3,000,000 shares Class A held after conversion: 3,000,000 shares Remaining Class B shares: 4,666,667 shares +2 more

5 metrics

Shares converted 3,000,000 shares Class B Ordinary Shares converted into Class A on June 18, 2026

Class A held after conversion 3,000,000 shares Class A Ordinary Shares indirectly held following transaction

Remaining Class B shares 4,666,667 shares Class B Ordinary Shares indirectly held after reported conversion

Exercise/conversion shares 3,000,000 shares Derivative conversion count in transaction summary

Par value $0.0001 per share Par value of Class A Ordinary Shares

Key Terms

Class B Ordinary Shares, Class A Ordinary Shares, initial business combination, Amended and Restated Memorandum and Articles of Association, +1 more

5 terms

Class B Ordinary Shares financial

"the Class B Ordinary Shares will automatically convert into the Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A Ordinary Shares financial

"On June 18, 2026, the Sponsor elected to convert 3,000,000 Class B Ordinary Shares into 3,000,000 Class A Ordinary Shares."

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.

initial business combination financial

"at the time of the Issuer's initial business combination, or at any time prior"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Amended and Restated Memorandum and Articles of Association regulatory

"Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association, as amended"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

Conversion of derivative security financial

"transaction_code_description": "Conversion of derivative security""

FAQ

What did Lionheart Holdings (CUB) insiders report in this Form 4?

The Form 4 reports that Lionheart Sponsor LLC converted 3,000,000 Class B Ordinary Shares into 3,000,000 Class A Ordinary Shares for no additional consideration, reflecting an internal equity reclassification rather than an open-market purchase or sale.

Who is involved in the Lionheart Holdings (CUB) share conversion?

The filing names Ophir Sternberg, Chairman, President & CEO and ten percent owner, and Lionheart Sponsor LLC, a ten percent owner. The Sponsor directly holds the affected shares, while Sternberg reports them as an indirect ownership interest through the Sponsor entity.

How many Lionheart Holdings (CUB) shares were converted and into what class?

Lionheart Sponsor LLC elected to convert 3,000,000 Class B Ordinary Shares into 3,000,000 Class A Ordinary Shares on a one-for-one basis. The conversion followed terms in Lionheart Holdings’ Amended and Restated Memorandum and Articles of Association governing such share exchanges.

Did Lionheart Holdings (CUB) insiders buy or sell shares in the market?

The Form 4 does not show any open-market buys or sells. It records a conversion of derivative securities, where 3,000,000 Class B Ordinary Shares were exchanged for 3,000,000 Class A Ordinary Shares, with no cash consideration paid or received in the transaction.

What Lionheart Holdings (CUB) share holdings remain after the conversion?

Following the reported transactions, Lionheart Sponsor LLC indirectly holds 3,000,000 Class A Ordinary Shares and 4,666,667 Class B Ordinary Shares. The remaining Class B shares are still subject to the same automatic or optional conversion terms into Class A shares under company documents.

How do Lionheart Holdings (CUB) Class B shares convert into Class A shares?

Under the Amended and Restated Memorandum and Articles of Association, Class B Ordinary Shares automatically convert into Class A Ordinary Shares at the initial business combination, or earlier at holders’ option, on a one-for-one basis, subject to adjustment, and for no additional consideration.

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Accepted by SEC EDGAR 06/30/2026 - 04:57 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sternberg Ophir

(Last) (First) (Middle)

200 W CYPRESS CREEK ROAD, SUITE 500

(Street)

FORT LAUDERDALE FLORIDA 33309

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Lionheart Holdings [ CUB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares, par value $0.0001 per share	06/18/2026		C(1)		3,000,000	A	(1)	3,000,000	I	See footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Ordinary Shares, par value $0.0001 per share	(1)	06/18/2026		C(1)			3,000,000	(1)	(1)	Class A Ordinary Shares	3,000,000	$0	4,666,667	I	See footnote(1)

1. Name and Address of Reporting Person^*

Sternberg Ophir

(Last) (First) (Middle)

200 W CYPRESS CREEK ROAD, SUITE 500

(Street)

FORT LAUDERDALE FLORIDA 33309

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

1. Name and Address of Reporting Person^*

Lionheart Sponsor, LLC

(Last) (First) (Middle)

200 W CYPRESS CREEK ROAD, SUITE 500

(Street)

FORT LAUDERDALE FLORIDA 33309

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported shares of Lionheart Holdings (the "Issuer") are directly held by Lionheart Sponsor LLC (the "Sponsor"). Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association, as amended, the Class B Ordinary Shares will automatically convert into the Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination at the option of the holders thereof at any time and from time to time, in each case on a one-for-one basis, subject to adjustment as set forth therein, for no additional consideration. The Class B ordinary shares have no expiration date. On June 18, 2026, the Sponsor elected to convert 3,000,000 Class B Ordinary Shares into 3,000,000 Class A Ordinary Shares.

	/s/ Ophir Sternberg	06/30/2026
	Lionheart Sponsor, LLC By: Ophir Sternberg, its managing member By: /s/ Ophir Sternberg	06/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)