{"url_path":"/sec/cubww/8-k/2026-06-10/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/2015955/0001213900-26-067101-index.html","accession_number":"0001213900-26-067101","cik":"0002015955","ticker":"CUB","issuer_name":"Lionheart Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/2015955/0001213900-26-067101-index.html","primary_entity_key":"0002015955","primary_entity_name":"Lionheart Holdings"},"word_count":1296,"has_tables":true,"body_markdown":"**** \n\n**Item 8.01.\nOther Events.**\n\n \n\nAs previously disclosed,\nLionheart Holdings (the “Company”) has called an extraordinary general meeting of shareholders to be held on June 15, 2026\n(the “Meeting”) to approve an extension of time for the Company to complete an initial business combination through March\n20, 2027 (the “Extension Proposal”).\n\n \n\nIn connection with the\nMeeting, the deadline for holders of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary\nshares”), issued in the Company’s IPO to submit their shares for redemption is 5:00 p.m. Eastern time on June 11, 2026.\n\n \n\nIn connection with the\nMeeting, the Company and Lionheart Sponsor, LLC (the “Sponsor”) have determined that they intend to enter into one or more\nNon-Redemption Agreement and Assignment of Economic Interests, substantially in the form attached hereto as Exhibit 10.1 (the “Non-Redemption\nAgreements”), with one or more unaffiliated shareholders of the Company, pursuant to which such shareholders would agree not to\nredeem (or validly withdraw and rescind any redemption requests on) their Class A ordinary shares (the “Non-Redeemed Shares”)\nin connection with the Meeting. In consideration for the foregoing commitment not to redeem the Non-Redeemed Shares, the Sponsor anticipates\nagreeing to transfer and assign, or cause to be transferred and assigned, to such shareholders Class B ordinary shares, par value $0.0001\nper share, of the Company (the “Class B ordinary shares”), held by the Sponsor and other holders (at a ratio to be negotiated\nbetween the parties but currently expected to be at or around one Class B ordinary share for every five Non-Redeemed Shares) promptly\nfollowing the closing of the Company’s initial business combination if such shareholders do not exercise their redemption rights\nwith respect to their Non-Redeemed Shares in connection with the Meeting and the Extension Proposal is approved and effected.\n\n \n\nThe Non-Redemption Agreements\nare not expected to increase the likelihood that the Extension Proposal is approved by the Company’s shareholders at the Meeting\nbut are expected to increase the amount of funds that remain in the Company’s trust account following the Meeting, relative to the\namount remaining in the trust account in the absence of the Non-Redemption Agreements.\n\n \n\nNO ASSURANCES ARE MADE\nTHAT A NON-REDEMPTION AGREEMENT OF ANY KIND WILL BE AGREED UPON OR CONSUMMATED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION AGREEMENT MAY\nDIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.\n\n \n\nThe foregoing description\nof the form of Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption\nAgreement filed hereto as Exhibit 10.1, which is incorporated herein by reference.\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 the Meeting\nto approve the Extension Proposal. Shareholders may obtain a copy of the Extension Proxy Statement, without charge, by directing a request\nto: Lionheart Holdings, 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. The Extension Proxy Statement can also be\nobtained, without charge, at the U.S. Securities and Exchange Commission’s (the “SEC”) website (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****\n\n1\n\n \n\n** **\n\n**Participants in the\nSolicitation**\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 any potential\ntransaction under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s\nAnnual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 25, 2026, and in the Company’s\nCurrent Report on Form 8-K filed with the SEC on June 9, 2026. Information regarding the persons who may, under the rules of the SEC,\nbe deemed participants in the solicitation of the shareholders in connection with a potential transaction will be set forth in the Proxy\nStatement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.\n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on\nForm 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent, or authorization with respect\nto the Extension Proposal, any securities or in respect of a proposed business combination. This Current Report on Form 8-K shall also\nnot constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any\njurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities\nlaws of such jurisdiction. Any offering of securities will be made only by means of a prospectus meeting the requirements of Section 10\nof the Securities Act of 1933, as amended, or an exemption therefrom.\n\n** **\n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on\nForm 8-K may contain “forward-looking statements” for purposes of the safe harbor provisions under the U.S. Private Securities\nLitigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”\n“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”\n“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”\n“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not\nstatements of historical matters. These forward-looking statements include, without limitation, statements regarding the Company’s\nintended acquisition focus and strategy, any potential business combination, the anticipated benefits and structure of any such transaction,\nthe targeted assets and capital vehicle, the regulatory and policy environment in Venezuela, and the expected timing of any of the foregoing.\nIn addition, any statements that refer to the Company’s intent to enter into one or more Non-Redemption Agreements in connection\nwith the Meeting and the expected terms of any Non-Redemption Agreements are forward-looking statements. These statements are based on\ncurrent expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from\nthose expressed or implied by the forward-looking statements.\n\n \n\nFactors that may cause\nsuch differences include, among others: the risk that the approval of the shareholders of the Company of the Extension Proposal is not\nobtained; the inability to identify, negotiate, and consummate a business combination within the required time period; risks relating\nto U.S., Venezuelan, and international sanctions and the scope, continuation, or revocation of applicable governmental authorizations\nand licenses; geopolitical, regulatory, operational, and execution risks associated with energy assets in Venezuela; the availability\nof financing on acceptable terms, if at all; limitations on the Company’s ability to enter into, and if consummated, access capital\nunder, its planned equity facility, including registration effectiveness and trading-volume and share-price constraints; redemptions by\npublic shareholders; and the other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities\nand Exchange Commission.\n\n \n\nForward-looking statements\nspeak only as of the date of this Current Report on Form 8-K and are not guarantees of future performance. The Company undertakes no obligation\nto update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required\nby law."}