Linden Advisors, Linden Capital, Linden GP and Siu Min (Joe) Wong disclose beneficial ownership of Lionheart Holdings Class A shares. As of June 3, 2026, Linden Advisors and Mr. Wong may be deemed to beneficially own 2,000,000 shares (approximately 8.7% of the class). Linden Capital and Linden GP may be deemed to beneficially own 1,930,942 shares (approximately 8.4%). The holdings consist of 1,930,942 shares held by Linden Capital and 69,058 shares held by Managed Accounts. The filing identifies shared voting and dispositive power for the listed entities.
Positive
None.
Negative
None.
Insights
Large passive holder reported: Linden group holds about 8–9% of Lionheart.
The Schedule 13G lists 2,000,000 shares for Linden Advisors and Mr. Wong and 1,930,942 shares for Linden Capital and Linden GP, dated June 3, 2026. The filing shows shared voting and dispositive power rather than sole control.
These disclosures signal a sizable, disclosed stake; subsequent filings would show whether this position is passive or changes over time. Cash‑flow treatment and any acquisition mechanism are not stated in the excerpt.
Filing attributes holdings across fund, GP, advisor, and individual controller.
The statement explains relationships: Linden GP is general partner of Linden Capital; Linden Advisors manages Linden Capital and Managed Accounts; Mr. Wong controls Linden Advisors and Linden GP. Beneficial‑ownership attribution follows those governance links.
The filing affirms shared voting/dispositive power counts and cites principal business addresses; any additional beneficiaries or arrangements are referenced in Items 2 and 6 but not expanded in the provided excerpt.
Key Figures
Beneficial ownership (Linden Advisors / Wong):2,000,000 sharesShares held by Linden Capital:1,930,942 sharesManaged Accounts holdings:69,058 shares+2 more
5 metrics
Beneficial ownership (Linden Advisors / Wong)2,000,000 sharesAs of June 3, 2026
Shares held by Linden Capital1,930,942 sharesAs of June 3, 2026
Managed Accounts holdings69,058 sharesConstitutes part of the 2,000,000 total as of June 3, 2026
Percent of class (Linden Advisors / Wong)8.7%As of June 3, 2026
Percent of class (Linden Capital / GP)8.4%As of June 3, 2026
"As of June 3, 2026, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 1,930,942.00"
Managed Accountsfinancial
"held for the account of Linden Capital and one or more separately managed accounts (the "Managed Accounts")"
Managed accounts are collections of investments owned by an individual or institution but run day-to-day by a professional who buys, sells and allocates assets according to an agreed plan. They matter to investors because they provide tailored oversight, active risk control and potential tax efficiency—like hiring a personal chef to manage your diet—while fees and the manager’s skill directly affect returns.
Schedule 13Gregulatory
"This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")"
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.
What stake does Linden Advisors report in Lionheart Holdings (CUB)?
Linden Advisors and Siu Min Wong report beneficial ownership of 2,000,000 shares, approximately 8.7% of Class A Ordinary Shares as of June 3, 2026. This total comprises holdings by Linden Capital and Managed Accounts.
How many shares does Linden Capital directly hold in Lionheart?
Linden Capital directly holds 1,930,942 shares of Class A Ordinary Shares as of June 3, 2026, representing approximately 8.4% of the outstanding Class A shares reported in the filing.
Does the filing state who has voting or dispositive power over the shares?
Yes. The filing shows shared voting power and shared dispositive power for the reported shares. Sole voting and dispositive power are reported as 0 for the listed entities in the excerpt.
What dates and addresses are given for the reporting persons?
Ownership is reported as of June 3, 2026. Principal business addresses: Linden Capital at Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda; Linden Advisors, Linden GP and Mr. Wong at 590 Madison Avenue, 32nd Floor, New York, NY 10022.
Are the 2,000,000 shares all held by a single account?
No. The 2,000,000 shares comprise 1,930,942 shares held by Linden Capital and 69,058 shares held by one or more Managed Accounts, as stated in the filing dated June 3, 2026
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Lionheart Holdings
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G5501C109
(CUSIP Number)
06/03/2026
(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
Linden Capital 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
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,930,942.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,930,942.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,930,942.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G5501C109
1
Names of Reporting Persons
Linden 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
0.00
6
Shared Voting Power
1,930,942.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,930,942.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,930,942.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
G5501C109
1
Names of Reporting Persons
Linden Advisors LP
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
0.00
6
Shared Voting Power
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
8.7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G5501C109
1
Names of Reporting Persons
Siu Min Wong
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
8.7 %
12
Type of Reporting Person (See Instructions)
IN, 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 Lauderdale, FL 33309
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
i) Linden Capital L.P., a Bermuda limited partnership ("Linden Capital");
ii) Linden GP LLC, a Delaware limited liability company ("Linden GP");
iii) Linden Advisors LP, a Delaware limited partnership ("Linden Advisors"); and
iv) Siu Min (Joe) Wong ("Mr. Wong").
This Statement relates to Class A Ordinary Shares, par value $0.0001 per share (the "Shares") of Lionheart Holdings (the "Issuer") held for the account of Linden Capital and one or more separately managed accounts (the "Managed Accounts"). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital and the Managed Accounts.
(b)
Address or principal business office or, if none, residence:
The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c)
Citizenship:
i) Linden Capital is a Bermuda limited partnership.
ii) Linden GP is a Delaware limited liability company.
iii) Linden Advisors is a Delaware limited partnership.
iv) Mr. Wong is a citizen of China (Hong Kong) and the United States.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
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 of June 3, 2026, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 2,000,000 Shares. This amount consists of 1,930,942 Shares held by Linden Capital and 69,058 Shares held by the Managed Accounts. As of June 3, 2026 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,930,942 Shares held by Linden Capital.
(b)
Percent of class:
As of June 3, 2026 each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 8.7% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 8.4% of Shares outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
(ii) Shared power to vote or to direct the vote:
Linden Capital and Linden GP: 1,930,942
Linden Advisors and Mr. Wong: 2,000,000
(iii) Sole power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 1,930,942
Linden Advisors and Mr. Wong: 2,000,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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 disclosure in Items 2 and 4 hereof.
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 disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A attached hereto.
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 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.
Linden Capital L.P.
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Authorized Signatory
Date:
06/04/2026
Linden GP LLC
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Authorized Signatory
Date:
06/04/2026
Linden Advisors LP
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, General Counsel
Date:
06/04/2026
Siu Min Wong
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Attorney-in-Fact for Siu Min Wong**
Date:
06/04/2026
Comments accompanying signature: **Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.
