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Lionheart Holdings, a Nasdaq-listed special purpose acquisition company, disclosed that it signed a non‑binding letter of intent on July 15, 2026 with Keo Capital AB on behalf of KEO Energy for a potential business combination. The LOI contemplates a preliminary indicative pre‑money enterprise value of $400 million for KEO Energy. If completed, equityholders of both parties would own a newly formed holding company whose shares are expected to trade on the Nasdaq Capital Market, with a six‑member board split evenly between Lionheart and KEO Energy designees.
Closing of any transaction would depend on satisfactory due diligence, negotiation and signing of definitive agreements targeted for August 17, 2026, completion of audited financials, shareholder approvals, listing approvals, and key regulatory clearances, including authorization under U.S. and other sanctions administered by OFAC and Venezuelan governmental approvals related to hydrocarbons. Lionheart completed its IPO in June 2024 and holds approximately $200 million in a trust account, while KEO Energy’s main asset is an indirect equity interest in a joint venture holding interests in Venezuela’s PetroUrdaneta Project. The companies emphasize there can be no assurance a definitive agreement or transaction will occur.
Lionheart Holdings reports an amended Schedule 13G/A disclosing that Wolverine Asset Management, LLC and related parties hold 1,900 Class A Ordinary Shares. Each reporting person is shown as beneficially owning 0.01% of Class A shares, calculated using 21,496,164 shares outstanding as of June 18, 2026.
The filing states shared voting and dispositive power over the 1,900 shares and identifies Wolverine Holdings, Christopher L. Gust, and Robert R. Bellick as parties with shared control.
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.
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.
Lionheart Holdings Schedule 13G discloses that Harraden-related entities and Frederick V. Fortmiller, Jr. report shared beneficial ownership of 1,500,000 Class A shares, representing 6.52% of the class (CUSIP G5501C109). The filing attributes the holdings to four Harraden funds and lists Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller as indirect owners by virtue of their roles. Signatures are dated 06/17/2026.
Lionheart Holdings director files initial ownership report. Martinez Freddy J, a director of Lionheart Holdings, has filed a Form 3, which is the initial statement of beneficial ownership required for insiders. The filing lists his role as a director and does not report any insider transactions or derivative positions.
Lionheart Holdings has called an extraordinary shareholder meeting on June 15, 2026 to vote on extending the deadline to complete its initial business combination through March 20, 2027. Holders of Class A shares issued in the IPO must submit redemption requests by 5:00 p.m. Eastern on June 11, 2026.
The company and its sponsor, Lionheart Sponsor, LLC, intend to enter into Non-Redemption Agreements with unaffiliated shareholders who agree not to redeem certain Class A shares. In return, the sponsor currently expects to transfer one Class B ordinary share for every five Non-Redeemed Shares after the business combination closes, if the extension is approved and those shares are not redeemed. The company notes these agreements are meant to help maintain more cash in the trust account and that there is no assurance any agreement will be finalized.
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.
Lionheart Holdings has outlined a new strategic focus on a potential business combination in Venezuela’s upstream oil and gas sector, targeting brownfield redevelopment of mature producing fields. This would give participants exposure to one of the world’s largest hydrocarbon resource bases if a transaction is completed.
To support this strategy, Lionheart is negotiating a non-binding term sheet for a committed equity facility that could allow it to raise up to $2.25 billion over a 24‑month period. Any proceeds may be used to acquire oil-producing assets in Venezuela, for working capital, and for general corporate purposes, but the facility is not committed cash and usage would depend on market conditions, trading volume, and share price.
The company has mailed a definitive proxy statement for a June 15, 2026 special meeting to extend its deadline to complete an initial business combination through March 20, 2027. The filing emphasizes that there is no assurance a suitable target will be identified, that definitive agreements will be signed, or that any transaction or equity facility will be completed.
Lionheart Holdings is asking shareholders to approve an amendment extending the deadline to complete its initial Business Combination by nine months, from June 20, 2026 to March 20, 2027. A related proposal would allow adjournment of the meeting if more time is needed to gather votes.
If the extension is not approved or implemented, the company would cease operations and liquidate, redeeming public shares for the cash held in its trust account and leaving warrants with no value. Based on approximately $250 million in the trust as of May 27, 2026, the estimated redemption price at the meeting is about $10.87 per share, versus a May 26, 2026 market price of $10.81.
Public shareholders can redeem regardless of how they vote, with a redemption election deadline of 5:00 p.m. Eastern Time on June 11, 2026. As of the May 15, 2026 record date, 30,666,667 ordinary shares were outstanding, including 23,000,000 Class A and 7,666,667 Class B shares, with insiders holding about 25% of the total and expected to vote in favor of the extension.