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.
Lionheart Holdings, a SPAC, reported net income of $1,934,340 for the three months ended March 31, 2026, driven by $2,174,141 of interest on cash and marketable securities held in its trust account. Operating and formation costs were $239,801, reflecting ongoing search and corporate expenses.
Total assets were $248,491,174, including $248,336,123 of money market funds in the trust account. As of May 14, 2026, 23,000,000 Class A ordinary shares and 7,666,667 Class B ordinary shares were outstanding. The company has until June 20, 2026 to complete a business combination, and management discloses substantial doubt about its ability to continue as a going concern if no deal is completed by then.
Lionheart Holdings, a Cayman Islands-based special purpose acquisition company, filed its annual report describing its structure, capital and deal strategy. The company completed an IPO on June 20, 2024, selling 23,000,000 units at $10.00 each for gross proceeds of $230,000,000, and simultaneously sold 6,000,000 private placement warrants for $6,000,000.
A total of $230,000,000 (including private placement proceeds) was deposited into a trust account, with a redemption price of $10.70 per public share as of December 31, 2025. As of March 25, 2026, there were 23,000,000 Class A and 7,666,667 Class B ordinary shares outstanding, and the aggregate market value of non-affiliate Class A shares was $241,500,000 as of June 30, 2025.
The company has generated no operating revenues and is focused on completing an initial business combination by June 20, 2026, or it will liquidate and return trust funds to public shareholders. The filing outlines its acquisition strategy, redemption mechanics, competition for targets, and key risks typical for SPACs.