Lionheart Holdings-A 2026年季度报告

FORM 10-Q For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-42135 Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act 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 Rule405 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 Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 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-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and2025 (Unaudited)3Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures About Market Risk.23Item 4.Controls and Procedures.23PART II – OTHER INFORMATION24Item 1.Legal Proceedings.24Item 1A.Risk Factors.24Item 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: ●“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed withthe SEC (as defined below) on March 25, 2026;●“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;●“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, ascurrently in effect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“ASU” are to the FASB Accounting Standards Update;●“ASU 2024-03” are to FASB ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-ExpenseDisaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”;●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganizationor similar business combination with one or more businesses;●“Cantor” are to Cantor Fitzgerald & Co., the representative of the Underwriters (as defined below);●“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;●“CODM” are to the chief operating decision maker;●“Combination Period” are to the (i) 24-month period, from the closing of the Initial Public Offering (as defined below) toJune 20, 2026 (