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Form 8-K

sec.gov

8-K — Lionheart Holdings

Accession: 0001213900-26-066457

Filed: 2026-06-09

Period: 2026-06-06

CIK: 0002015955

SIC: 6770 (BLANK CHECKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0294002-8k_lionheart.htm (Primary)

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8-K — CURRENT REPORT

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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 6, 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 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On

June 6, 2026, the Board of Directors (the “Board”) of Lionheart Holdings (the “Company”), in connection with the Company prioritizing its focus on oil & gas opportunities in Venezuela, appointed Mr. Freddy

J. Martinez, to fill a newly created vacancy on the Board and to serve as a Class III director of the Company, with a term commencing

as of June 6, 2026 and expiring at the third annual general meeting of the Company after the Company’s initial public offering.

Mr. Martinez is independent under NASDAQ rules.

Mr.

Martinez, age 70, has over 40 years of experience in investment management, financial analysis and corporate finance advisory, with

a particular focus on the oil and gas sector and cross-border investment activity. Mr. Martinez currently serves as President and

Chief Executive Officer of Forem Investments LLC, a registered investment advisory firm he founded in December 2013, where he

provides portfolio management and financial advisory services to high-net-worth and ultra-high-net-worth individuals and

institutional clients in the United States and internationally. In this capacity, Mr. Martinez also advises on corporate finance

matters in the energy sector, including financial modeling and transaction structuring for upstream, midstream and petrochemical

projects.

From

August 2006 to December 2013, Mr. Martinez served as Senior Vice President – Investments at UBS Financial Services, where he

managed discretionary and advisory client portfolios and was responsible for asset allocation, security selection and risk

management for a range of domestic and international clients. Before joining UBS, Mr. Martinez spent approximately 19 years at

Merrill Lynch, from July 1987 to August 2006, where he served as First Vice President – Investments. During his tenure at

Merrill Lynch, he managed investment portfolios for high-net-worth individuals, corporate clients and institutional

accounts.

Mr.

Martinez’s corporate finance and advisory experience includes working on a variety of transactions in the oil and gas and petrochemical

sectors, including financial modeling and structuring relating to natural gas compression infrastructure projects, debt restructuring

transactions involving U.S. energy companies, petrochemical facility integration projects in Trinidad, and the evaluation of upstream

oil and gas assets under Venezuelan fiscal regimes. He has experience advising on projects across Venezuela, the United States and the

Caribbean, and is familiar with regulatory considerations affecting cross-border energy investments, including applicable sanctions frameworks.

Earlier

in his career, Mr. Martinez held roles in engineering and industrial operations, including serving as a metals trader with Inversiones

Kaes in Venezuela, from 1986-1987, as a quality control manager at Acero Fabricantes C.A. in Venezuela, from 1980-1983, where he oversaw

manufacturing processes for oil industry equipment, and as a project manager at Tecno Consult C.A. in Venezuela, from 1978-1980, where

he was responsible for the design and installation of HVAC and process support systems on oil and aluminum industrial projects.

Mr.

Martinez holds an MBA with a concentration in finance from The Wharton School of the University of Pennsylvania and an M.S. in Engineering

from the Moore School of Engineering of the University of Pennsylvania. He also holds a B.S. in Mechanical Engineering from Universidad

Simón Bolívar.

The

Board believes that Mr. Martinez is qualified to serve as a director due to his extensive experience in investment management, financial

analysis, corporate finance and project management, particularly in the energy sector and international markets.

There

is no arrangement or understanding between Mr. Martinez and any other persons pursuant to which Mr. Martinez was elected as a director.

Mr.

Martinez has not received any cash compensation for services rendered to the Company. The Company is not prohibited from paying any fees

(including advisory fees), reimbursements or cash payments to Mr. Martinez or any other of its directors, or their affiliates, for services

rendered to the Company prior to or in connection with the completion of the Company’s initial business combination, including

payment of consulting, success or finder fees to Mr. Martinez or his affiliates in connection with the consummation of the Company’s

initial business combination, all of which, if made prior to the completion of any such initial Business Combination, will be paid from

funds held outside the Company’s trust account.

1

The

Company has entered into its standard director indemnification agreement with Mr. Martinez. Pursuant to the indemnification agreement,

the Company has agreed to indemnify and hold harmless Mr. Martinez to the fullest extent permitted by applicable law and the Amended

and Restated Memorandum and Articles of Association of the Company. The indemnification agreement generally covers expenses that Mr.

Martinez actually and reasonably incurs because of any proceeding to which he is made or threatened to be made a party or participant

by reason of his service as a current or former director of the Company, provided that he acted in good faith and in a manner he reasonably

believed to be in or not opposed to the best interests of the Company. The indemnification agreement also provides for the advancement

of expenses to Mr. Martinez subject to specified conditions. There are certain exceptions to the Company’s obligation to indemnify

Mr. Martinez, and, with certain exceptions, with respect to proceedings that he initiates.

Mr.

Martinez also entered into the Letter Agreement, dated June 17, 2024, by and among the Company, Lionheart Sponsor, LLC, a Florida limited

liability company and the sponsor of the Company, and each member of the Company’s board of directors and management team. The

Letter Agreement was originally entered into in contemplation of the consummation of the Company’s initial public offering.

Important Information

and Where to Find It

The Company has mailed

to its shareholders of record as of May 15, 2026 a definitive proxy statement (the “Extension Proxy Statement”) for a special

meeting of shareholders to be held on June 15, 2026 to approve an extension of time for the Company to complete an initial business combination

through March 20, 2027 (“Extension Proposal”). Shareholders may obtain a copy of the Extension Proxy Statement, without charge,

by directing a request to: Lionheart Holdings, 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. The Extension Proxy

Statement can also be obtained, without charge, at the U.S. Securities and Exchange Commission’s (the “SEC”) website

(www.sec.gov).

The Company urges investors,

shareholders and other interested persons to read the Extension Proxy Statement, as well as other documents filed with the SEC, because

these documents do and will contain important information about the Company and the Extension Proposal.

In connection with any

proposed business combination, the Company expects to file relevant materials with the SEC, which may include a proxy statement, registration

statement, and other documents. Investors and security holders are urged to read all such documents carefully and in their entirety when

they become available, because they will contain important information about the Company, any target, and any proposed transaction. When

available, these documents may be obtained free of charge at the SEC’s website or from the Company.

Participants in the

Solicitation

The Company and its directors

and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Proposal and any potential

transaction under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 25, 2026. Information regarding

the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with a potential

transaction will be set forth in the Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from

the sources indicated above.

No Offer or Solicitation

This Current Report on

Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent, or authorization with respect

to the Extension Proposal, any securities or in respect of a proposed business combination. This Current Report on Form 8-K shall also

not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any

jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of such jurisdiction. Any offering of securities will be made only by means of a prospectus meeting the requirements of Section 10

of the Securities Act of 1933, as amended, or an exemption therefrom.

2

Forward-Looking Statements

This Current Report on

Form 8-K may contain “forward-looking statements” for purposes of the safe harbor provisions under the U.S. Private Securities

Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”

“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”

“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”

“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not

statements of historical matters. These forward-looking statements include, without limitation, statements regarding the Company’s

intended acquisition focus and strategy, any potential business combination, the anticipated benefits and structure of any such transaction,

the targeted assets and capital vehicle, the regulatory and policy environment in Venezuela, and the expected timing of any of the foregoing.

These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual

results to differ materially from those expressed or implied by the forward-looking statements.

Factors that may cause

such differences include, among others: the risk that the approval of the shareholders of the Company of the Extension Proposal is not

obtained; the inability to identify, negotiate, and consummate a business combination within the required time period; risks relating

to U.S., Venezuelan, and international sanctions and the scope, continuation, or revocation of applicable governmental authorizations

and licenses; geopolitical, regulatory, operational, and execution risks associated with energy assets in Venezuela; the availability

of financing on acceptable terms, if at all; limitations on the Company’s ability to enter into, and if consummated, access capital

under, its planned equity facility, including registration effectiveness and trading-volume and share-price constraints; redemptions by

public shareholders; and the other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities

and Exchange Commission.

Forward-looking statements

speak only as of the date of this Current Report on Form 8-K and are not guarantees of future performance. The Company undertakes no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required

by law.

No assurances can be made that the Company will successfully identify

a potential business combination, whether with a target in Venezuela's upstream oil and gas sector or otherwise. Furthermore, even if

a target is identified, there can be no assurance that the Company and the target will successfully negotiate and enter into a definitive

agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction

would be subject to completion of due diligence, board and equityholder approval of both companies, regulatory approvals, and other customary

conditions.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Form of Indemnity Agreement (1)

10.2

Letter Agreement, dated June 17, 2024, by and among the Company, its officers, directors, and the Sponsor (2)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

(1)

Incorporated

by reference to the Company’s Registration Statement on Form S-1 (File No. 333-279751), filed with the SEC on May 28, 2024.

(2)

Incorporated

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 20, 2024.

3

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 8, 2026

By:

/s/

Paul Rapisarda

Name:

Paul Rapisarda

Title:

Chief Financial Officer

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