{"url_path":"/sec/cubww/8-k/2026-06-03/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/2015955/0001213900-26-064846-index.html","accession_number":"0001213900-26-064846","cik":"0002015955","ticker":"CUB","issuer_name":"Lionheart Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/2015955/0001213900-26-064846-index.html","primary_entity_key":"0002015955","primary_entity_name":"Lionheart Holdings"},"word_count":1096,"has_tables":true,"body_markdown":"**Item 7.01. Regulation FD Disclosure.**\n\n \n\nLionheart Holdings (the\n“Company”) is announcing that it is focusing on a potential business combination with a target in Venezuela's upstream oil\nand gas sector, specifically brownfield redevelopment of mature producing fields. Such a business combination could provide participants\nwith access to one of the world's largest hydrocarbon resource bases.\n\n \n\nTo support the\nexecution of this strategy and to support future capital needs, the Company is negotiating a non-binding term sheet for a committed\nequity facility. Subject to certain conditions, including the execution of definitive documents, of which there can be no assurance\nof success, the facility would provide the right, but not the obligation, to raise up to $2.25 billion over a 24-month period. Proceeds may be used for the acquisition of oil producing assets in Venezuela, working capital and\ngeneral corporate purposes. The facility does not represent committed cash; amounts and timing depend on market conditions, trading\nvolume, and share price.\n\n \n\n**Important Information\nand Where to Find It**\n\n** **\n\nThe Company has mailed\nto its shareholders of record as of May 15, 2026 a definitive proxy statement (the “Extension Proxy Statement”) for a special\nmeeting of shareholders to be held on June 15, 2026 to approve an extension of time for the Company to complete an initial business combination\nthrough March 20, 2027 (“Extension Proposal”). Shareholders may obtain a copy of the Extension Proxy Statement, without charge,\nby directing a request to: Lionheart Holdings, 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. The Extension Proxy\nStatement can also be obtained, without charge, at the U.S. Securities and Exchange Commission’s (the “SEC”) website\n(www.sec.gov).\n\n \n\nThe Company urges investors,\nshareholders and other interested persons to read the Extension Proxy Statement, as well as other documents filed with the SEC, because\nthese documents do and will contain important information about the Company and the Extension Proposal.\n\n \n\nIn connection with any\nproposed business combination, the Company expects to file relevant materials with the SEC, which may include a proxy statement, registration\nstatement, and other documents. Investors and security holders are urged to read all such documents carefully and in their entirety when\nthey become available, because they will contain important information about the Company, any target, and any proposed transaction. When\navailable, these documents may be obtained free of charge at the SEC’s website or from the Company.\n\n \n\n**Participants in\nthe Solicitation**\n\n \n\nThe Company and its directors\nand executive officers may be considered participants in the solicitation of proxies with respect to the Extension Proposal and the potential\ntransaction described herein under the rules of the SEC. Information about the directors and executive officers of the Company is set\nforth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March\n25, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders\nin connection with a potential transaction will be set forth in the Proxy Statement when it is filed with the SEC. These documents can\nbe obtained free of charge from the sources indicated above.\n\n \n\n1\n\n \n\n \n\n**No Offer or Solicitation**\n\n** **\n\nThis Current Report on Form 8-K is for informational\npurposes only and shall not constitute a solicitation of a proxy, consent, or authorization with respect to the Extension Proposal, any\nsecurities or in respect of a proposed business combination. This Current Report on Form 8-K shall also not constitute an offer to sell\nor a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,\nsolicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering\nof securities will be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,\nor an exemption therefrom.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains “forward-looking\nstatements” for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking\nstatements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”\n“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”\n“plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,”\nand similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking\nstatements include, without limitation, statements regarding the Company’s intended acquisition focus and strategy, any potential\nbusiness combination, the anticipated benefits and structure of any such transaction, the targeted assets and capital vehicle, the regulatory\nand policy environment in Venezuela, and the expected timing of any of the foregoing. These statements are based on current expectations\nand assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or\nimplied by the forward-looking statements.\n\n \n\nFactors that may cause such differences include,\namong others: the risk that the approval of the shareholders of the Company of the Extension Proposal is not obtained; the inability to\nidentify, negotiate, and consummate a business combination within the required time period; risks relating to U.S., Venezuelan, and international\nsanctions and the scope, continuation, or revocation of applicable governmental authorizations and licenses; geopolitical, regulatory,\noperational, and execution risks associated with energy assets in Venezuela; the availability of financing on acceptable terms, if at\nall; limitations on the Company’s ability to enter into, and if consummated, access capital under, its planned equity facility,\nincluding registration effectiveness and trading-volume and share-price constraints; redemptions by public shareholders; and the other\nrisks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.\n\n \n\nForward-looking statements speak only as of the\ndate of this Current Report on Form 8-K and are not guarantees of future performance. The Company undertakes no obligation to update or\nrevise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.\n\n \n\nNo assurances can be\nmade that the Company will successfully identify a potential business combination, whether with a target in Venezuela's upstream oil and\ngas sector or otherwise. Furthermore, even if a target is identified, there can be no assurance that the Company and the target will successfully\nnegotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently\ncontemplated, or at all. Any transaction would be subject to completion of due diligence, board and equityholder approval of both companies,\nregulatory approvals, and other customary conditions."}