Form 8-K

8-K — Lionheart Holdings

Accession: 0001213900-26-070714

Filed: 2026-06-22

Period: 2026-06-18

CIK: 0002015955

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0295407-8k_lionheart.htm (Primary)

EX-3.1 — EXTENSION AMENDMENT (ea029540701ex3-1.htm)

EX-10.1 — FORM OF NON-REDEMPTION AGREEMENT (ea029540701ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-06-18

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2026-06-18

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CUB:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember

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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 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).

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

EX-3.1 — EXTENSION AMENDMENT

EX-3.1

Filename: ea029540701ex3-1.htm · Sequence: 2

Exhibit 3.1

Lionheart Holdings

Company No: 407363

(Company)

Director’s Certificate

Capitalised terms not defined

herein shall have the meaning ascribed to them in the Notice of Meeting and proxy statement dated 27 May 2026 provided to the Company’s

shareholders.

CERTIFICATION

I, the undersigned, being a director of the Company,

certify that the following resolution (the Shareholder Resolution) was duly passed at the extraordinary general meeting of shareholders

of the Company held on 18 June 2026 at 4:00 p.m., Eastern Time, at the offices of the Company, located at 200 W Cypress Creek Road, Suite

500, Fort Lauderdale, Florida 33309 (the Meeting) in accordance with the amended and restated memorandum and articles of association

of the Company then in effect:

“RESOLVED,

as a special resolution, that with immediate effect the Company’s amended and restated articles of association be amended by replacing

the existing definition of “Completion Window” in Article 1.1 with the following:

Completion

Window means the period of time:

commencing on, and including, the closing date of the IPO; and

ending on the date that is thirty three (33) months after the closing date of the IPO, or such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.”

I, the undersigned, declare that the above contains

true and exact copies of the Shareholder Resolution.

/s/ Ophir Sternberg

22 June 2026

Name:

Ophir Sternberg

Date signed

Director

EX-10.1 — FORM OF NON-REDEMPTION AGREEMENT

EX-10.1

Filename: ea029540701ex10-1.htm · Sequence: 3

Exhibit 10.1

NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement

(this “Agreement”) is entered as of [___], 2026 by and among Lionheart Holdings, a Cayman Islands exempted company

(“Lionheart”), and the undersigned investors (collectively, the “Investor”).

RECITALS

WHEREAS, Lionheart

expects to hold an extraordinary general meeting of shareholders (the “Meeting”) for the purpose of approving, among

other things, an amendment to Lionheart’s Amended and Restated Memorandum and Articles of Association (the “M&A”)

to extend the date by which Lionheart must consummate an initial business combination (the “Initial Business Combination”)

by nine additional months until March 20, 2027 (the “Extension”);

WHEREAS, the M&A

provides that a shareholder of Lionheart may redeem its Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary

Shares”), initially sold as part of the units in Lionheart’s initial public offering (whether they were purchased in Lionheart’s

initial public offering or thereafter in the open market) (the “Public Shares”) in connection with the M&A amendment,

on the terms set forth in the M&A (“Redemption Rights”);

WHEREAS, subject to

the terms and conditions of this Agreement, Investor is willing to not exercise its Redemption Rights in connection with the Extension,

or to validly rescind any previously submitted redemption demand, of certain of the Public Shares held by such Investor upon the terms

set forth herein.

NOW THEREFORE, in consideration

of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Lionheart and Investor hereby agree as follows:

1. Terms of Transfer.

1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on

the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor did not or does not exercise (or exercised

and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, (c) the Extension is

approved at the Meeting and Lionheart meets the continued or initial listing requirements to be listed on a national securities exchange

following the Meeting, and (d) Lionheart implements the Extension, then Lionheart hereby agrees, immediately after the closing of the

Initial Business Combination, to issue or cause to be issued to Investor for no additional consideration that number of Class A Ordinary

Shares set forth opposite Investor’s name on Exhibit A (the “Promote Shares” and such issuance, the “Share Issuance”).

For the avoidance of doubt, the Promote Shares will not entitle the Investor to (i) receive funds from the Trust Account (as defined below)

or (ii) vote as a class with Public Shares on any Initial Business Combination. “Investor Shares” shall mean an amount of

the Public Shares presently held by Investor equal to the lesser of an aggregate amount of (i) the number of Public Shares currently and

anticipated to be held by the Investor as of the date of the Meeting, and (ii) 9.9% of the Public Shares that are not to be redeemed,

including those Public Shares subject to non-redemption agreements with other Lionheart shareholders similar to this Agreement on or about

the date of the Meeting. Lionheart agree to provide Investor with the final number of Investor Shares subject to this Agreement no later

than 9:30 a.m. Eastern on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow

the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares).

1.2. Lionheart and Investor hereby agree that the Share Issuance shall be subject to the conditions that (i)

the Initial Business Combination is consummated; and (ii) Investor executes a joinder to that certain Registration Rights Agreement, dated

June 17, 2024, by and among Lionheart and any other parties thereto (as it exists on the date hereof, the “Registration Rights Agreement”),

set forth as Exhibit B to this Agreement (the “Joinder”), or any successor or similar agreement entered into in connection

with the Initial Business Combination, provided that any such successor or similar agreement shall provide Investor with registration

rights with respect to the Promote Shares that are no less favorable to Investor than those set forth in the Registration Rights Agreement

and shall not impose any lock-up or transfer restrictions on the Promote Shares other than restrictions on transfer imposed by applicable

securities laws.

Upon the satisfaction of the foregoing

conditions, as applicable, Lionheart shall promptly issue or cause to be issued (and no later than two (2) business days following the

closing of the Initial Business Combination) the Promote Shares to Investor (or its Permitted Transferees) free and clear of any liens

or other encumbrances, other than pursuant to restrictions on transfer imposed by the securities laws. Lionheart covenants and agrees

to facilitate such issuance to Investor (or its Permitted Transferees) in accordance with the foregoing.

1.3. Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification,

consolidation or merger involving Lionheart in which its Class A Ordinary Shares are converted into or exchanged for securities, cash

or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of Class

A Ordinary Shares of Lionheart, Lionheart shall issue or cause to be issued, with respect to each Promote Share to be issued hereunder,

the kind and amount of securities, cash or other property into which such Promote Shares converted or exchanged.

1.4. Forfeitures, Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back,

transfers, disposals, exchanges or earn-outs for any reason on the Promote Shares.

1.5. Delivery of Shares; Other Documents. At the time of the Share Issuance, Lionheart shall issue or

cause to be issued the Promote Shares to Investor in book-entry form through Lionheart’s transfer agent or in such other manner

as Lionheart and Investor shall agree prior to the Share Issuance. The parties to this Agreement agree to execute, acknowledge and deliver

such further instruments and to do all such other acts, that are reasonably determined to be necessary or appropriate to carry out the

purposes and intent of this Agreement.

1.6. Registration Rights. In connection with the Share Issuance and in respect of the Promote Shares,

Investor shall be entitled to registration rights (i) set forth in the Registration Rights Agreement, and SPAC and Investor shall execute

the Joinder, whereby Investor shall become a “Holder” (as defined therein) and the Promote Shares shall be “Registrable

Securities” (as defined therein), or (ii) pursuant to any successor or similar agreement entered into in connection with the Initial

Business Combination that provides Investor with registration rights with respect to the Promote Shares that are no less favorable to

Investor than those set forth in the Registration Rights Agreement.

1.7. Termination. This Agreement and each of the obligations of the undersigned shall terminate on the

earlier of (a) Lionheart’s shareholders do not approve the Extension at the Meeting, (b) the fulfillment of all obligations of parties

hereto, (c) the liquidation or dissolution of Lionheart, (d) the mutual written agreement of the parties hereto or (e) if Investor exercises

its Redemption Rights with respect to any Investor Shares in connection with the Meeting and such Investors Shares are actually redeemed

in connection with the Meeting. Notwithstanding any provision in this Agreement to the contrary, Lionheart’s obligation to issue

or cause to be issued the Promote Shares to Investor shall be conditioned on (i) the satisfaction of the conditions set forth in Section

1.2 and (ii) such Investor Shares not being redeemed in connection with the Meeting.

2. Representations

and Warranties of Investor. Investor represents and warrants to, and agrees with, Lionheart that:

2.1. No Government Recommendation or Approval. Investor understands that no federal or state agency

has passed upon or made any recommendation or endorsement of the offering of the Promote Shares.

2.2. Accredited Investor. Investor is an institutional “accredited investor” within the

meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”), or

a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated

hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the

Securities Act and similar exemptions under state law.

2.3. Intent. Investor is acquiring the Promote Shares solely for investment purposes, for such Investor’s

own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof

in violation of the Securities Act and Investor has no present arrangement to sell the Promote Shares to or through any person or entity

except as may be permitted hereunder.

2.4. Restrictions on Transfer; Trust Account; Redemption Rights.

2.4.1. Investor acknowledges and agrees that the Promote Shares are not entitled to, and have no right, interest

or claim of any kind in or to, any monies held in the trust account into which the proceeds of Lionheart’s initial public offering

were deposited (the “Trust Account”) or distributed as a result of any liquidation of the Trust Account.

2.4.2. Investor agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable only

by Lionheart, to waive any right that it may have to elect to have Lionheart redeem any Investor Shares and agrees not to redeem or otherwise

exercise any right to redeem the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor

Shares, in each case in connection with the Extension. For the avoidance of doubt, nothing in this Agreement is intended to restrict or

prohibit Investor’s ability to redeem any Public Shares other than the Investor Shares, or to trade or redeem any Public Shares

(other than the Investor Shares) in its discretion and at any time or trade or redeem any Investor Shares in its discretion and at any

time after the date of the Meeting.

2.4.3. Investor acknowledges and understands that the Promote Shares are being offered in a transaction not involving

a public offering in the United States within the meaning of the Securities Act and will not be registered under the Securities Act when

issued and, if in the future Investor decides to offer, resell, pledge or otherwise transfer the Promote Shares, such Promote Shares may

be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities

Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant

to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable

securities laws of any state or any other jurisdiction. Investor agrees that, if any transfer of the Promote Shares or any interest therein

is proposed to be made, as a condition precedent to any such transfer, Investor may be required to deliver to Lionheart (or its successor)

an opinion of counsel satisfactory to Lionheart (or its successor) that registration is not required with respect to the Promote Shares

to be transferred. Absent registration or another available exemption from registration, Investor agrees it will not transfer the Promote

Shares.

2.5. Sophisticated Investor. Investor is sophisticated in financial matters and able to evaluate the

risks and benefits of the investment in the Promote Shares.

2.6. Risk of Loss. Investor is aware that an investment in the Promote Shares is highly speculative

and subject to substantial risks. Investor is cognizant of and understands the risks related to the acquisition of the Promote Shares,

including those restrictions described or provided for in this Agreement pertaining to transferability. Investor is able to bear the economic

risk of its investment in the Promote Shares for an indefinite period of time and able to sustain a complete loss of such investment.

2.7. Independent Investigation. Investor has relied upon an independent investigation of Lionheart and

has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances,

express or implied, from Lionheart or any representatives or agents of Lionheart, other than as set forth in this Agreement. Investor

is familiar with the business, operations and financial condition of Lionheart and has had an opportunity to ask questions of, and receive

answers from Lionheart’s management concerning Lionheart and the terms and conditions of the proposed Share Issuance and has had

full access to such other information concerning Lionheart as Investor has requested. Investor confirms that all documents that it has

requested have been made available and that Investor has been supplied with all of the additional information concerning this investment

which Investor has requested.

2.8. Organization and Authority. If an entity, Investor is duly organized and existing under the laws

of the jurisdiction in which it was organized and it possesses all requisite power and authority to acquire the Promote Shares, enter

into this Agreement and perform all the obligations required to be performed by Investor hereunder.

2.9. Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30)

of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)),

Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any

invitation to subscribe for the Promote Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction

for the acquisition of the Promote Shares, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental

or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the

acquisition, holding, redemption, sale, or transfer of the Promote Shares. Investor’s subscription and payment for and continued

beneficial ownership of the Promote Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

2.10. Authority. This Agreement has been validly authorized, executed and delivered by Investor, assuming

due authorization, execution and delivery by Lionheart, and is a valid and binding agreement enforceable in accordance with its terms,

except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,

or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles

of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities

laws or principles of public policy.

2.11. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by

Investor of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational

documents, (ii) any agreement or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor

is subject, or any order, judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably

be expected to prevent Investor from fulfilling its obligations under this Agreement.

2.12. No Advice from Lionheart. Investor has had the opportunity to review this Agreement and the transactions

contemplated by this Agreement and the Registration Rights Agreement with Investor’s own legal counsel and investment and tax advisors.

Except for any statements or representations of Lionheart explicitly made in this Agreement, Investor is relying solely on such counsel

and advisors and not on any statements or representations, express or implied, of Lionheart or any of its representatives or agents for

any reason whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment, Lionheart, the

Promote Shares, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

2.13. Reliance on Representations and Warranties. Investor understands that the Promote Shares are being

offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions

in the laws and regulations of various states, and that Lionheart is relying upon the truth and accuracy of the representations, warranties,

agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such

provisions.

2.14. No General Solicitation. Investor is not subscribing for the Promote Shares as a result of or subsequent

to any general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication

published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees

have been invited by any general solicitation or general advertising.

2.15. Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission

from or by Investor in connection with the acquisition of the Promote Shares nor is Investor entitled to or will accept any such fee or

commission.

3. Representations

and Warranties of Lionheart. Lionheart represents and warrants to, and agrees with, the Investor that:

3.1. Power and Authority. Lionheart is an exempted company duly formed and validly existing and in good

standing as an exempted company under the laws of the Cayman Islands and possesses all requisite corporate power and authority to enter

into this Agreement and to perform all of the obligations required to be performed by Lionheart hereunder, including the Share Issuance.

3.2. Authority. All corporate action on the part of Lionheart and its officers, directors and members

necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of Lionheart required

pursuant hereto has been taken. This Agreement has been duly executed and delivered by Lionheart and (assuming due authorization, execution

and delivery by Investor) constitutes Lionheart’s legal, valid and binding obligation, enforceable against Lionheart in accordance

with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,

reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable

principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state

securities laws or principles of public policy.

3.3. Title to Securities. The Promote Shares have been duly authorized, and, when issued to the Investor,

will be (i) validly issued, fully paid, and non-assessable, and (ii) free and clear of all liens, pledges, security interests, charges,

claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer

and other restrictions that apply to the Promote Shares generally and applicable securities laws).

3.4. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by

Lionheart of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Articles, (ii) any

agreement or instrument to which Lionheart is a party or by which it is bound or (iii) any law, statute, rule or regulation to which Lionheart

is subject or any order, judgment or decree to which Lionheart is subject. Lionheart is not required under federal, state or local law,

rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental

agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement.

3.5. No General Solicitation. Lionheart has not offered the Promote Shares by means of any general solicitation

or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article,

notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar

or meeting whose attendees have been invited by any general solicitation or general advertising.

3.6. Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission

from or by Lionheart in connection with the Share Issuance for which Investor will be liable.

3.7. No Pending Actions. There is no action pending against Lionheart or, to its knowledge, threatened

against Lionheart, before any court, arbitrator, or governmental authority, which in any manner challenges or seeks to prevent, enjoin

or materially delay the performance by Lionheart of its obligations under this Agreement.

3.8. Reliance on Representations and Warranties. Lionheart understands and acknowledges that Investor

is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Lionheart

set forth in this Agreement.

4. Trust

Account. Until the earlier of (a) the consummation of Lionheart’s initial business combination; (b) the liquidation of the Trust

Account; and (c) 33 months from consummation of Lionheart’s initial public offering or such later time as the shareholders of Lionheart

may approve in accordance with the M&A, Lionheart will maintain the investment of funds held in the Trust Account in interest-bearing

United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a

maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule

2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations,

or maintain such funds in cash in an interest-bearing demand deposit account at a bank.

5. Governing

Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance with the laws

of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules

would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to a jury trial

in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect to any suit, action

or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction of the United States

District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough of Manhattan, State of New

York, which submission shall be exclusive.

6. Assignment;

Entire Agreement; Amendment.

6.1. Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising

hereunder by either Lionheart or Investor to any person that is not an affiliate of such party shall require the prior written consent

of the other party; provided, that no such consent shall be required for any such assignment by Investor to one or more affiliates thereof.

6.2. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the

parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every

nature among them relating to the subject matter hereof.

6.3. Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term

hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement

of any such amendment, waiver, discharge or termination is sought.

6.4. Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties

hereto and to their respective heirs, legal representatives, successors and permitted assigns.

7. Notices.

Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and

personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by

courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or mailed to

said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate

for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled

arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or,

if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered

(a) if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice; and (b) if by

any other form of electronic transmission, when directed to such party.

8. Counterparts.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that

both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic

signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act

or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have

been duly and validly delivered and be valid and effective for all purposes.

9. Survival;

Severability

9.1. Survival. The representations, warranties, covenants and agreements of the parties hereto shall

survive the closing of the transactions contemplated hereby.

9.2. Severability. In the event that any provision of this Agreement becomes or is declared by a court

of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision;

provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

10. Headings.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting

this Agreement.

11. Disclosure;

Waiver. As soon as practicable, but in no event later than four (4) business days, after execution of this Agreement, Lionheart will

file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), reporting the material terms of this Agreement. The parties to this Agreement shall cooperate with one

another to assure that such disclosure is accurate. Lionheart agrees that the name of the investor shall not be included in any public

disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges

that Lionheart may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so

long as Lionheart complies with the reporting and disclosure requirements of this Section 11, hereby waives hereby waives any and all

claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or

unknown, against Lionheart or any of Lionheart’s officers, directors, employees, agents, affiliates, subsidiaries, successors or

assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement,

including any potential business combination involving Lionheart, including without limitation, any claims arising under Rule 10-b(5)

of the Exchange Act; and (iii) is aware that Lionheart is relying on the truth of the representations set forth in Section 2 of this Agreement

and the foregoing acknowledgement and waiver in this Section 11, in connection with the transactions contemplated by this Agreement. Lionheart

shall, by 9:30 a.m., New York City time, no later than the first business day immediately following the date of the Meeting, issue one

or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the

“Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions

contemplated hereby and any other material, nonpublic information that Lionheart has provided to Investor at any time prior to the filing

of the Disclosure Document. Upon the issuance of the Disclosure Document, to Lionheart’s knowledge, Investor shall not be in possession

of any material, nonpublic information received from Lionheart or any of its officers, directors or employees. For the avoidance of doubt,

the foregoing waiver shall not limit Investor’s rights with respect to any disclosure, redemption, voting or other rights in connection

with any Initial Business Combination or other transaction occurring after the Meeting.

12. Independent

Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute

Investor and Lionheart as, and Lionheart acknowledges that Investor and Lionheart do not so constitute, a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that Investor and Lionheart are in any way acting in concert or as

a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and Lionheart acknowledges

that Investor and Lionheart are not acting in concert or as a group, and Lionheart shall not assert any such claim, with respect to such

obligations or the transactions contemplated by this Agreement.

13. Most

Favored Nation. In the event Lionheart enters into one or more other non-redemption agreements before or after the execution of this

Agreement in connection with the Meeting, Lionheart represents that the terms of such other agreements are not materially more favorable

to such other investors thereunder than the terms of this Agreement are in respect of the Investor. For the avoidance of doubt, Lionheart

hereby acknowledges and agrees that if the ratio of Public Shares to Promote Shares in any such other non-redemption agreement is more

favorable to any other investor party to such other agreement than such ratio in this Agreement is to the Investor, such terms shall be

deemed materially more favorable to such other investor. In the event that another investor is afforded any such more favorable terms

than the Investor, Lionheart shall promptly inform the Investor of such more favorable terms in writing, and the Investors shall have

the right to elect to have such more favorable terms included herein, in which case the parties hereto shall promptly amend this Agreement

to effect the same.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be duly executed as of the date first above written.

INVESTORS:

[_____]

By:

Name:

Title:

[Signature Page to Non-Redemption

Agreement]

COMPANY:

LIONHEART HOLDINGS

By:

Name:

Title:

[Signature Page to Non-Redemption

Agreement]

EXHIBIT A

Investor

Promote Shares (1)

Number of Public

Shares to be Held

as Investor

Shares (1)

[___]

Class A

Ordinary

[___]

Class A

Ordinary

(1) One Promote Share for every five Investor Shares.

EXHIBIT B

FORM OF

JOINDER TO

REGISTRATION RIGHTS AGREEMENT

________, 2026

Reference is made to that

certain Non-Redemption Agreement, dated as of June [●], 2026 (the “Agreement”), by and among [_____] (“Investor”),

and Lionheart Holdings (the “Company”), pursuant to which Investor shall acquire Promote Shares in accordance therewith.

Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.

By executing this joinder,

Investor hereby agrees, as of the date of the Share Issuance, that Investor shall become a party to that certain Registration Rights Agreement,

dated June 17, 2024, by and among Lionheart and the other parties thereto (as it exists on the date of the Agreement (as it exists on

the date of the Agreement, the “Registration Rights Agreement”), and shall be bound by the terms and provisions of

the Registration Rights Agreement as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration Rights

Agreement and the Promote Shares (together with any other equity security of the Company issued or issuable with respect to any such Promote

Shares by way of a share dividend or share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation

or reorganization) shall be “Registrable Securities” thereunder.

This joinder may be executed in two or more counterparts,

and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

INVESTOR

By:

Name:

Title:

ACKNOWLEDGED AND AGREED:

LIONHEART HOLDINGS

By:

Name:

Title:

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