Lionheart Holdings, a Cayman Islands exempted company listed on NASDAQ:CUB, filed its Form 10-Q for the quarterly period ended June 30, 2026, with the SEC on August 14, 2026.

Key Highlights

  • Share count: As of August 14, 2026, there were 21,496,164 Class A Ordinary Shares and 4,666,667 Class B Ordinary Shares issued and outstanding, each with a par value of $0.0001 per share.
  • Shell company status: The registrant indicated that it is a shell company as defined in Rule 12b-2 of the Exchange Act.
  • Combination Period deadline: The company disclosed that it must consummate an initial Business Combination by March 20, 2027, or such earlier date as determined by the Board.
  • Deferred underwriting fee: A deferred fee of $9,800,000 is payable to the Underwriters only upon completion of the initial Business Combination, and shall not be paid from accrued interest in the Trust Account.
  • IPO date: The company completed its Initial Public Offering on June 20, 2024, with the Over-Allotment Option fully exercised for 3,000,000 additional Option Units.
  • Emerging growth company: The registrant is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.

Lionheart Holdings SPAC Status and Key Terms as of June 30, 2026

According to the filing, Lionheart Holdings is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands, with its principal executive offices located at 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. Its Class A Ordinary Shares trade on The Nasdaq Stock Market LLC under the symbol CUB, its units under CUBWU, and its Redeemable Warrants under CUBWW. Each Redeemable Warrant is exercisable for one Class A Ordinary Share at an exercise price of $11.50, the filing stated.

The company disclosed that its Combination Period runs through March 20, 2027, the deadline by which it must complete an initial Business Combination - defined as a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar transaction with one or more businesses. The filing noted this deadline is also subject to the Nasdaq 36-Month Requirement, which mandates that a SPAC complete one or more Business Combinations within 36 months following the effectiveness of its IPO registration statement. The IPO Registration Statement was declared effective on June 17, 2024.

Continental Stock Transfer and Trust Company serves as trustee of the Trust Account and warrant agent for the Warrants, according to the filing. Cantor Fitzgerald and Co. is identified as the representative of the Underwriters, with a deferred fee of $9,800,000 contingent on completion of the initial Business Combination. The company also disclosed an Administrative Services Agreement dated June 17, 2024, entered into with an affiliate of its Sponsor, and an IPO Promissory Note in a principal amount of up to $300,000 issued to the Sponsor on March 8, 2024.

What Was Disclosed

Lionheart Holdings filed its quarterly report for the period ended June 30, 2026, disclosing its outstanding share counts, SPAC structure, Business Combination deadline of March 20, 2027, a contingent deferred underwriting fee of $9,800,000, and its shell company classification.