重大事件
即時報告
8-K
2026-06-22
Lionheart Holdings 延長業務合併期限至2027年3月 並簽訂非贖回協議
AI 繁中摘要
Lionheart Holdings（股票代碼：CUB）於2026年6月22日向美國證交會提交8-K表格，披露兩項重大進展：延長業務合併期限及簽訂非贖回協議。
📄 **業務合併期限延長**
公司於股東特別大會通過修改組織章程細則，將完成初始業務合併的截止日期由2026年6月20日延後至2027年3月20日（「延長修正案」），並已於6月22日在開曼群島公司註冊處存檔。
🤝 **非贖回協議**
為配合延期，公司與若干無關聯的機構投資者（「持有人」）訂立非贖回協議。持有人同意不就合共15,879,072股A類普通股（每股面值0.0001美元）提出贖回要求，或撤回已提交的贖回要求。作為對價，公司將在業務合併完成時或緊接其後，向持有人發行合共3,175,814股新增A類普通股。該等新股將享有與公司現有註冊權協議相同的權利。
📊 **潛在影響**
延長截止日期為公司爭取更多時間物色及完成業務合併，避免因未能及時交易而被迫清盤。非贖回協議則有助減少股份贖回壓力，穩定信託賬戶資金。惟需注意，發行新股將攤薄現有股東的股權比例。投資者應密切留意公司後續業務合併進展及相關披露。
展開英文正文
false --12-31 0002015955 0002015955 2026-06-18 2026-06-18 0002015955 CUB:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-06-18 2026-06-18 0002015955 CUB:ClassOrdinarySharesParValue0.0001PerShareMember 2026-06-18 2026-06-18 0002015955 CUB:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-06-18 2026-06-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2026 LIONHEART HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-42135 98-1778167 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 200 W Cypress Creek Road, Suite 500 Fort Lauderdale, Florida 33309 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (305) 573-3900 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant CUBWU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share CUB The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share CUBWW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed by Lionheart Holdings (the “Company”), the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Articles of Association to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities from June 20, 2026 to March 20, 2027 (the “Extension Amendment”). In connection with the Extraordinary General Meeting and the Extension Amendment, the Company entered into certain non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated institutional investors (the “Holders”), in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 15,879,072 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) held by the Holders. In consideration of the foregoing agreement, the Company shall issue to the Holders an aggregate of 3,175,814 additional Class A Ordinary Shares (the “New Shares”) substantially concurrently with or immediately after, the closing of an initial business combination. The Holders will be entitled to the same registration rights set forth in that certain Registration Rights Agreement, dated as of June 17, 2024, among the Company and the other parties thereto, in respect of all the New Shares held by the Holders. The Company did not enter into any non-redemption agreements with the Holders and Lionheart Sponsor, LLC, the Company’s sponsor, as the Company disclosed it intended to do in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2026. The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference. Item 5.03. Amendments to Articles of Incorporation or Bylaws. On June 22, 2026, the Company filed the Extension Amendment with the Cayman Islands Registrar of Companies. The terms of the Extension Amendment are incorporated herein by reference. A copy of the Extension Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Extension Amendment 10.1 Form of Non-Redemption Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIONHEART HOLDINGS Date: June 22, 2026 By: /s/ Paul Rapisarda Name: Paul Rapisarda Title: Chief Financial Officer 2