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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): July 20, 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) (Zip Code)
Registrant’s
telephone number, including area code: (305) 573-3900
(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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
7.01 Regulation FD Disclosure.
The
information contained below in Item 8.01 is hereby incorporated by reference into this Item 7.01.
A
press release relating to such information, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein
by reference. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
This report will not be deemed an admission as to the materiality of any information in this Item 7.01 or Exhibit 99.1.
Item
8.01 Other Events.
On
July 20, 2026, Lionheart Holdings, a special purpose acquisition company (the “Company”), issued a press release announcing
that it has entered into a letter of intent, dated July 15, 2026, with Keo Capital AB, on behalf of KEO Energy (Maha Energy Indiana Inc.)
(“KEO Energy”), for a potential business combination.
No
assurances can be made that the Company and Keo Energy will successfully negotiate and enter into a definitive agreement, or that the
proposed business combination will be consummated on the terms or timeframe currently contemplated, or at all. No assurances can be provided
as to the entry into or timing of any definitive agreement or the consummation of any transaction. Any transaction would be subject to
the completion of due diligence, the negotiation of a definitive agreement providing for the proposed business combination, satisfaction
of the conditions negotiated therein, board and equity holder approval, regulatory approvals, and other customary conditions.
Additional
Information and Where to Find It
If
a definitive agreement is entered into in connection with the proposed business combination, a newly formed holding company and KEO Energy
will prepare a registration statement on Form F-4, which will include a preliminary proxy statement of the Company containing information
about the proposed business combination and the respective businesses of the Company and KEO Energy, as well as the prospectus relating
to a newly formed holding company’s securities to be issued in connection with the completion of the proposed business combination,
to be filed with the sU.S. Securities and Exchange Commission (“SEC”). In an instance where a definitive agreement is executed
and after the registration statement is declared effective, the proxy statement/prospectus will be mailed to the Company’s shareholders.
The Company urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents
filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons
can also read the Company’s reports filed with the SEC for a description of the security holdings of its officers and directors
and their respective interests as security holders in the consummation of the transactions described herein. The proxy statement/prospectus,
once available, and the Company’s reports can be obtained, without charge, at the SEC’s website (http://www.sec.gov).
Participants
in the Solicitation
The
Company or a newly formed holding company, Keo Energy and their respective directors, executive officers and other members of their management
and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in
connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the
names, affiliations and interests of the Company’s directors and officers in the Company’s reports filed with the SEC. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders
in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination
when available. Information concerning the interests of KEO Energy and the Company’s participants in the solicitation, which may,
in some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus
relating to the proposed business combination when it becomes available.
Forward
Looking Statements
This
Item 8.01 of this Current Report on Form 8-K may contain “forward-looking statements” with respect to Lionheart and KEO Energy.
The expectations, estimates, and projections of the businesses of KEO Energy and Lionheart may differ from their actual results and consequently,
you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
may include, without limitation, the expected listing of the combined company’s ordinary shares, the expected composition of the combined
company’s board of directors, the indicative valuation, expectations with respect to future performance and anticipated financial impacts
of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing
of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control
of Lionheart and KEO Energy and are difficult to predict. Factors that may cause such differences include, but are not limited to: (a)
the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent
definitive agreements with respect to the proposed business combination, and the possibility that the terms and conditions set forth
in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set
forth in the letter of intent, (b) the outcome of any legal proceedings that may be instituted against the parties following the announcement
of the proposed business combination and any definitive agreements with respect thereto; (c) the inability to complete the proposed business
combination, including due to failure to obtain approval of the shareholders of Lionheart and KEO Energy, OFAC authorization and Venezuelan
governmental approvals, or other conditions to closing; (d) changes in applicable sanctions or in Venezuelan law, including the Law Amending
the Organic Law on Hydrocarbons; (e) the results of due diligence, including any resulting change to the indicative valuation; (f) the
inability to obtain or maintain the listing of the combined company’s securities on the Nasdaq Stock Market LLC or another national
securities exchange following the proposed business combination; (g) the risk that the proposed business combination disrupts current
plans and operations as a result of the announcement and consummation of the proposed business combination; (h) the ability to recognize
the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability
of the combined company to grow and manage growth profitably and retain its key employees; (i) costs related to the proposed business
combination; (j) changes in applicable laws or regulations; and (k) other risks and uncertainties included in documents filed or to be
filed with the SEC by Lionheart, KEO Energy and the combined company. The foregoing list of factors is not exclusive. You should not
place undue reliance upon any forward-looking statements, which speak only as of the date made. Lionheart and KEO Energy do not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required
by law.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect
to any securities or in respect of the proposed transaction. This Current Report on Form 8-K and the exhibit hereto shall also not constitute
an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for,
buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
| |
LIONHEART HOLDINGS |
| |
|
| |
By: |
/s/
Paul Rapisarda |
| |
Name: |
Paul Rapisarda |
| |
Title: |
Chief Financial Officer |
Date:
July 20, 2026
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Lionheart
Holdings and KEO Energy Sign Letter of Intent for Proposed Business Combination
MIAMI,
FL — July 20, 2026 — Lionheart Holdings (Nasdaq: CUB) (“Lionheart”), a publicly-listed special purpose acquisition
company, and Keo Capital AB, on behalf of KEO Energy (Maha Energy Indiana Inc.) (“KEO Energy”), today announced the signing
of a non-binding letter of intent (the “LOI”) on July 15, 2026, outlining proposed terms for a business combination.
Under
the proposed transaction, upon completion, equityholders of both companies would become equityholders of a newly formed holding company
(the “Combined Company”), whose shares are expected to be listed on the Capital Market tier of the Nasdaq Stock Market LLC.
The
LOI contemplates a preliminary indicative pre-money enterprise value for KEO Energy of $400 million. This figure is preliminary, is subject
to confirmatory diligence and to the final determination of applicable fiscal terms with Venezuelan governmental authorities, and does
not represent a representation or warranty of value by either party. The valuation ultimately reflected in any definitive agreements
may differ materially.
“This
LOI is an important step toward building a pure-play, Nasdaq-listed Venezuela oil platform, and we look forward to completing this exciting
merger with the KEO team.”
—
Ophir Sternberg, Chairman and CEO, Lionheart Holdings
“We’re
pleased to reach this milestone with Lionheart and believe it positions KEO Energy to access public capital markets and advance our growth
plans.”
—
Paolo Fidanza, Chairman, Keo Capital AB
KEO
Energy’s principal asset is an indirect equity interest in a joint venture holding interests in the PetroUrdaneta Project in the Bolivarian
Republic of Venezuela. Consummation of the proposed transaction would be conditioned on, among other things, confirmation that the transaction
is authorized under applicable U.S. and other economic sanctions, including those administered by the U.S. Office of Foreign Assets Control
(“OFAC”), and receipt of required approvals from the Venezuelan ministry with jurisdiction over hydrocarbons.
Upon
closing, the board of directors of the Combined Company is expected to consist of six directors, three appointed by KEO Energy and three
appointed by Lionheart. Paolo Fidanza, Chairman of Keo Capital AB, is expected to serve as Executive Chairman, and Lionheart is expected
to have the right to appoint a Vice Chairman and the chairs of the board’s committees.
The
parties intend to negotiate and execute a definitive agreement, targeted for August 17, 2026. The parties will announce additional details
regarding the proposed business combination when a definitive agreement is executed. No assurances can be provided as to the entry into
or timing of any definitive agreement or the consummation of any transaction. Any transaction would remain subject to satisfactory due
diligence, the negotiation of a definitive agreement and related ancillary agreements providing for the proposed business combination,
completion of audited financial statements, regulatory and governmental approvals, approval by the shareholders of both parties, and
other customary closing conditions.
About
Lionheart Holdings
Lionheart
Holdings (Nasdaq: CUB) is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. Lionheart completed its initial public offering
in June 2024 and currently holds approximately $200 million in a trust account for the benefit of its public shareholders.
About
KEO Energy
KEO
Energy is a wholly owned subsidiary of Keo Capital, with a principal asset consisting of an indirect equity interest in a joint venture
holding interests in the PetroUrdaneta Project in the Bolivarian Republic of Venezuela.
About
KEO Capital
Keo
Capital AB (Nasdaq Stockholm: KEOC) is a listed technology-driven financial solutions provider focused on improving liquidity, security,
transparency, and efficiency in B2B supply chain financing and corporate travel and expense management. Keo Capital operates a unified
digital ecosystem that enables buyers and suppliers to interact through complementary solutions designed to address the full spectrum
of corporate payables. The shares are listed on Nasdaq Stockholm (KEOC). For more information, please visit www.keocapital.com.
No
Offer or Solicitation
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Important
Information About the Proposed Transaction and Where to Find It
If
the parties execute definitive agreements, the Combined Company and KEO Energy are expected to file with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form F-4, which will include a preliminary proxy statement/prospectus
of Lionheart. Lionheart will mail a definitive proxy statement/prospectus to its shareholders in connection with any vote on the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain free copies of these documents, when available, at the SEC’s website at www.sec.gov, or by directing
a request to Lionheart Holdings to Ashley Spitz at ashley@lheartcapital.com.
Participants
in the Solicitation
Lionheart,
KEO Energy, and their respective directors, executive officers and employees may be deemed participants in the solicitation of proxies
from Lionheart’s shareholders in connection with the proposed transaction. Information about Lionheart’s directors and officers
is available in Lionheart’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants, and
a description of their interests in the proposed transaction, will be included in the proxy statement/prospectus when it is filed with
the SEC.
Forward-Looking
Statements
All
information in this press release concerning KEO Energy has been provided solely by KEO Energy and has not been independently verified
by Lionheart, which makes no representation or warranty as to the accuracy or completeness of such information and assumes no obligation
to update the information in this press release, except as required by law. This press release includes “forward-looking statements”
with respect to Lionheart and KEO Energy. The expectations, estimates, and projections of the businesses of KEO Energy and Lionheart
may differ from their actual results and consequently, you should not rely on these forward looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements may include, without limitation, the expected listing of
the Combined Company’s shares, the expected composition of the Combined Company’s board of directors, the indicative valuation, expectations
with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing
conditions to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.
Most of these factors are outside of the control of Lionheart and KEO Energy and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the
termination of the negotiations and any subsequent definitive agreements with respect to the proposed business combination, and the possibility
that the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially
from the terms and conditions set forth in the letter of intent, (b) the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto; (c) the
inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Lionheart
and KEO Energy, OFAC authorization and Venezuelan governmental approvals, or other conditions to closing; (d) changes in applicable sanctions
or in Venezuelan law, including the Law Amending the Organic Law on Hydrocarbons; (e) the results of due diligence, including any resulting
change to the indicative valuation; (f) the inability to obtain or maintain the listing of the combined company’s securities on
the Nasdaq Stock Market LLC or another national securities exchange following the proposed business combination; (g) the risk that the
proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed
business combination; (h) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected
by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;
(i) costs related to the proposed business combination; (j) changes in applicable laws or regulations; and (k) other risks and uncertainties
included in documents filed or to be filed with the SEC by Lionheart, KEO Energy and the Combined Company. The foregoing list of factors
is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Lionheart
and KEO Energy do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement
is based, except as required by law.
Contacts
Media
and Investors:
Ashley
Spitz
LIONHEART
CAPITAL
ashley@lheartcapital.com
###
