Lionheart Holdings A Quarterly Report 2025

As of May 12, 2025, there were23,000,000Class A Ordinary Shares, par value $0.0001 per share, and7,666,667Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025TABLE OF CONTENTSPagePART I – FINANCIAL INFORMATION1Item 1.Interim Financial Statements.1Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 20241Condensed Statements of Operations for the Three Months Ended March 31, 2025 (Unaudited) and for the Periodfrom February 21, 2024 (Inception) through March 31, 20242Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2025(Unaudited) and for the Period from February 21, 2024 (Inception) through March 31, 20243Condensed Statements of Cash Flows for the Three Months Ended March 31, 2025 (Unaudited) and for the Periodfrom February 21, 2024 (Inception) through March 31, 20244Notes to Condensed Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3.Quantitative and Qualitative Disclosures About Market Risk.22Item 4.Controls and Procedures.22PART II – OTHER INFORMATION23Item 1.Legal Proceedings.23Item 1A.Risk Factors.23Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.24Item 3.Defaults Upon Senior Securities.24Item 4.Mine Safety Disclosures.24Item 5.Other Information.24Item 6.Exhibits.25SIGNATURES26 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2024 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed withthe SEC (as defined below) on March 21, 2025;●“2024 SPAC Rules” are to the rules and regulations for SPACs (as defined below) adopted by the SEC on January 24,2024, which became effective on July 1, 2024;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated June 17, 2024, which weentered into with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, asamended and restated, and currently in effect;●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses; ●“Cantor” are to Cantor Fitzgerald & Co., the representative of the underwriters in our Initial Public Offering (as definedbelow); ●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; ●“Combination Period” are to the 24-month period, from the closing of the Initial Public Offering to June 20, 2026, thatwe have to consummate an initial Business Combination; provided that the Combination Period may be extended ●“Company,” “our,” “we,” or “us” are to Lionheart Holdings, a Cayman Islands exempted company;●“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of ourPublic Warrants (as defined below); ●“Deferred Discount” are to the additional $9,800,000 fee to which the underwriter of the Initial Public Offering areentitled that is payable only upon our completion of the initial Business Combination; ●“Exchange Act” are to the Securities Exchange Act of 1934, as amended;●“Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial PublicOffering and the Class A Ordinary Shares that will be issued (i) upon the automatic conversion of the Class B OrdinaryShares at the time of our Business Combination or (ii) earlier at the option of the holders thereof, as described herein (forthe avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”); ●“GAAP” are to the accounting principles generally accepted in the United States of America; ●“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on June 20, 2024;●“Investment Company Act” are to the Investment Company Act of 1940, as amended; ●“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued toour Sponsor on March 8, 2024; ●“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on May 28,2024, as amended, and declared effective on June 17, 2024 (File No. 333-279751 ); ●“Lionheart Capital” are to Lionheart Capital LLC, a Miami-based investment firm and an affiliate of our Sponsor; ●“Management” or our “Management Team” are to our executive officers and directors; ●“Nasdaq” are to The Nasdaq Stock Market LLC; ●“Nasdaq 36-Month Requirement” are to t