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Lionheart Holdings 8-K Filings

CUBWU NASDAQ

Every 8-K that Lionheart Holdings (CUBWU) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CUBWU and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CUBWU filings page.

Rhea-AI Summary

Lionheart Holdings (CUB), a Cayman Islands special purpose acquisition company, reports that its previously announced potential transaction with KEO Energy (Maha Energy Indiana Inc.), pursued under a non-binding letter of intent with Keo Capital AB, will not move forward. The contemplated business combination was not consummated during the exclusivity period defined in the letter of intent.

Lionheart Holdings and KEO Energy have mutually decided not to renew the exclusivity period, effectively ending this particular business combination effort. Lionheart’s units, Class A ordinary shares, and warrants continue to trade on The Nasdaq Stock Market LLC.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.