Lionheart Holdings-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-42135 LIONHEART HOLDINGS(Exact name of registrant as specified in its charter) Cayman Islands98-1778167(Stateorotherjurisdictionofincorporationororganization)(I.R.S.EmployerIdentificationNo.) 200 W Cypress Creek Road, Suite 500, Fort Lauderdale,Florida33309(Addressofprincipalexecutiveoffices)(ZipCode) Registrant’s telephone number, including area code: (305) 573-3900 Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. LargeacceleratedfilerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than Class A Ordinary Shares held bypersons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares onJune 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Global Markettier of The Nasdaq Stock Market LLC was $241,500,000. As of March 25, 2026, there were 23,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,666,667 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. LIONHEART HOLDINGS FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PAGEPART IItem 1.Business.1Item 1A.Risk Factors.18Item 1B.Unresolved Staff Comments.28Item 1C.Cybersecurity.28Item 2.Properties.28Item 3.Legal Proceedings.28Item 4.Mine Safety Disclosures.28PART IIItem 5.Marketfor Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities.29Item 6.[Reserved]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.30Item 7A.Quantitative and Qualitative Disclosures About Market Risk.35Item 8.Financial Statements and Supplementary Data.35Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.35Item 9A.Controls and Procedures.35Item 9B.Other Information.36Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.36PART IIIItem 10.Directors, Executive Officers and Corporate Governance.37Item 11.Executive Compensation.44Item