First Trust entities (CUB) report sub-4% stakes in Lionheart Holdings

Rhea-AI Filing Summary

First Trust entities report minority stakes in Lionheart Holdings. First Trust Merger Arbitrage Fund (VARBX) holds 768,054 Class A Ordinary Shares of Lionheart Holdings, and First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC collectively report beneficial ownership of 850,000 shares. As of June 30, 2026, VARBX represents 3.34% of the outstanding Ordinary Shares, while FTCM, FTCS and Sub GP represent 3.70%, each with sole voting and dispositive power over their reported positions and no shared power. All Reporting Persons each state ownership of 5% or less of the class.

Key Figures

VARBX shares owned: 768,054 shares VARBX percent of class: 3.34% FTCM/FTCS/Sub GP shares owned: 850,000 shares +3 more

6 metrics

VARBX shares owned 768,054 shares Class A Ordinary Shares of Lionheart Holdings owned by VARBX as of June 30, 2026

VARBX percent of class 3.34% Percentage of Lionheart Holdings Class A Ordinary Shares held by VARBX

FTCM/FTCS/Sub GP shares owned 850,000 shares Lionheart Holdings Ordinary Shares beneficially owned by FTCM, FTCS and Sub GP collectively

FTCM/FTCS/Sub GP percent of class 3.70% Percentage of Lionheart Holdings Class A Ordinary Shares held by FTCM, FTCS and Sub GP

Ownership threshold 5 percent or less Each Reporting Person states ownership of 5 percent or less of the class

Signature date 08/14/2026 Date the Schedule 13G/A was signed by the Reporting Persons

Key Terms

beneficial owner, Investment Company Act of 1940, dispositive power, Schedule 13G

4 terms

beneficial owner financial

"may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Investment Company Act of 1940 regulatory

"an investment company registered under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

dispositive power financial

"Sole Dispositive Power 850,000.00 8 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13G regulatory

"Ownership of 5 Percent or Less of a Class. | Ownership of 5 percent or less of a class"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What stake in Lionheart Holdings does VARBX report in this Schedule 13G/A for CUB?

First Trust Merger Arbitrage Fund (VARBX) reports beneficial ownership of 768,054 Lionheart Holdings Class A Ordinary Shares, representing 3.34% of the outstanding class as of June 30, 2026, with sole voting and dispositive power over these shares.

How many Lionheart Holdings shares do FTCM, FTCS and Sub GP report for CUB?

First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively report beneficial ownership of 850,000 Lionheart Holdings Ordinary Shares, representing 3.70% of the class, with sole voting and sole dispositive power over these shares.

Do the First Trust Reporting Persons own more than 5% of Lionheart Holdings (CUB)?

No. VARBX reports 3.34% and FTCM, FTCS and Sub GP report 3.70% of Lionheart Holdings’ Class A Ordinary Shares. Each Reporting Person affirms ownership of 5 percent or less of the class under the Schedule 13G/A filing.

Who are the Reporting Persons in the Lionheart Holdings Schedule 13G/A linked to CUB?

The Reporting Persons are First Trust Merger Arbitrage Fund (VARBX), First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC, which together report minority beneficial ownership positions in Lionheart Holdings Ordinary Shares.

What type of power over Lionheart Holdings shares do the First Trust entities report for CUB?

VARBX reports sole power to vote and dispose of 768,054 shares, and FTCM, FTCS and Sub GP report sole power to vote and dispose of 850,000 shares. All report zero shared voting or dispositive power.

As of what date are the Lionheart Holdings ownership percentages for CUB calculated?

The reported ownership figures and percentages—768,054 shares (3.34%) for VARBX and 850,000 shares (3.70%) for FTCM, FTCS and Sub GP—are stated as of June 30, 2026.

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

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Available on EDGAR 08/14/2026 - 11:59 AM Accepted by SEC EDGAR 08/14/2026 - 11:58 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Lionheart Holdings

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")

(Title of Class of Securities)

G5501C109

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G5501C109

1

Names of Reporting Persons

First Trust Merger Arbitrage Fund

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 768,054.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 768,054.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

768,054.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.34 %

12

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13G

CUSIP Number(s): G5501C109

1

Names of Reporting Persons

First Trust Capital Management L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 850,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 850,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

850,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.70 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): G5501C109

1

Names of Reporting Persons

First Trust Capital Solutions L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 850,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 850,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

850,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.70 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP Number(s): G5501C109

1

Names of Reporting Persons

FTCS Sub GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 850,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 850,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

850,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.70 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Lionheart Holdings
(b)	Address of issuer's principal executive offices: 200 W. CYPRESS CREEK ROAD, SUITE 500, FORT LAUDERDATE, FLORIDA 33309
Item 2.
(a)	Name of person filing: This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). (1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. (2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940 and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). (3) FTCS, a Delaware limited partnership and control person of FTCM. (4) Sub GP, a Delaware limited liability company and control person of FTCM. Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Statement attached hereto.
(b)	Address or principal business office or, if none, residence: The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(e)	CUSIP No.: G5501C109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of Lionheart Holdings (the "Issuer")) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June, 30, 2026 VARBX owned 768054 shares of the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP collectively owned 850000 shares of the outstanding Ordinary Shares of the Issuer. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)	Percent of class: VARBX: 3.34% FTCM, FTCS and Sub GP: 3.70%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: VARBX: 768054 FTCM, FTCS and Sub GP: 850000
	(ii) Shared power to vote or to direct the vote: VARBX: 0 FTCM, FTCS and Sub GP: 0
	(iii) Sole power to dispose or to direct the disposition of: VARBX: 768054 FTCM, FTCS and Sub GP: 850000
	(iv) Shared power to dispose or to direct the disposition of: VARBX: 0 FTCM, FTCS and Sub GP: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Item 2.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

First Trust Merger Arbitrage Fund

Signature:	/s/ Joy Ausili
Name/Title:	Trustee, Vice President and Assistant Secretary
Date:	08/14/2026

First Trust Capital Management L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2026

First Trust Capital Solutions L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2026

FTCS Sub GP LLC

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2026

Exhibit Information

Exhibit I: Joint Filing Statement