{"url_path":"/sec/cub/8-k/2026-07-20/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 of this Current Report on Form 8-K may contain “forward-looking statements” with respect to Lionheart and KEO Energy.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/2015955/0001213900-26-079654-index.html","accession_number":"0001213900-26-079654","cik":"0002015955","ticker":"CUB","issuer_name":"Lionheart Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/2015955/0001213900-26-079654-index.html","primary_entity_key":"0002015955","primary_entity_name":"Lionheart Holdings"},"word_count":717,"has_tables":true,"body_markdown":"Item 8.01 of this Current Report on Form 8-K may contain “forward-looking statements” with respect to Lionheart and KEO Energy.\nThe expectations, estimates, and projections of the businesses of KEO Energy and Lionheart may differ from their actual results and consequently,\nyou should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,”\n“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”\n“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”\n“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements\nmay include, without limitation, the expected listing of the combined company’s ordinary shares, the expected composition of the combined\ncompany’s board of directors, the indicative valuation, expectations with respect to future performance and anticipated financial impacts\nof the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing\nof the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties\nthat could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control\nof Lionheart and KEO Energy and are difficult to predict. Factors that may cause such differences include, but are not limited to: (a)\nthe occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent\ndefinitive agreements with respect to the proposed business combination, and the possibility that the terms and conditions set forth\nin any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set\nforth in the letter of intent, (b) the outcome of any legal proceedings that may be instituted against the parties following the announcement\nof the proposed business combination and any definitive agreements with respect thereto; (c) the inability to complete the proposed business\ncombination, including due to failure to obtain approval of the shareholders of Lionheart and KEO Energy, OFAC authorization and Venezuelan\ngovernmental approvals, or other conditions to closing; (d) changes in applicable sanctions or in Venezuelan law, including the Law Amending\nthe Organic Law on Hydrocarbons; (e) the results of due diligence, including any resulting change to the indicative valuation; (f) the\ninability to obtain or maintain the listing of the combined company’s securities on the Nasdaq Stock Market LLC or another national\nsecurities exchange following the proposed business combination; (g) the risk that the proposed business combination disrupts current\nplans and operations as a result of the announcement and consummation of the proposed business combination; (h) the ability to recognize\nthe anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability\nof the combined company to grow and manage growth profitably and retain its key employees; (i) costs related to the proposed business\ncombination; (j) changes in applicable laws or regulations; and (k) other risks and uncertainties included in documents filed or to be\nfiled with the SEC by Lionheart, KEO Energy and the combined company. The foregoing list of factors is not exclusive. You should not\nplace undue reliance upon any forward-looking statements, which speak only as of the date made. Lionheart and KEO Energy do not undertake\nor accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any\nchange in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required\nby law.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\nCurrent Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect\nto any securities or in respect of the proposed transaction. This Current Report on Form 8-K and the exhibit hereto shall also not constitute\nan offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for,\nbuy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed\ntransactions or otherwise, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation,\nor sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction."}