Business Context and Reporting Period
Lionheart Holdings is a Cayman Islands exempted company operating as a Special Purpose Acquisition Company (SPAC). The company was incorporated on February 21, 2024, and consummated its Initial Public Offering (IPO) on June 20, 2024. As of the filing date, the company has not commenced any operations and is in the process of identifying and evaluating prospective acquisition candidates. The reporting period covers the three months ended March 31, 2026.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income | $1,934,340 | $2,198,698 |
| Operating Costs | $239,801 | $248,561 |
| Interest Income (Trust Account) | $2,174,141 | $2,447,259 |
| Cash (Outside Trust) | $117,675 | $697,678 |
| Trust Account Balance | $248,336,123 | $246,161,982 |
| Working Capital | $27,271 | $242,072 |
| Deferred Fee Payable | $9,800,000 | $9,800,000 |
Per Share Data: Basic and diluted net income per ordinary share was $0.06 for both Class A and Class B shares for the three months ended March 31, 2026.
Material Changes vs. Prior Period
- Net Income Decline: Net income decreased by approximately 12% to $1.93 million from $2.20 million in the prior year quarter. This reduction is primarily driven by a decrease in interest income earned on the Trust Account ($2.17 million vs. $2.45 million), reflecting changes in interest rates or investment yields.
- Cash Position: Cash held outside the Trust Account declined significantly from $697,678 in Q1 2025 to $117,675 in Q1 2026. Net cash used in operating activities was $112,865 for the current quarter.
- Trust Account Growth: The Trust Account balance increased by $2.17 million due to accrued interest, raising the redemption value per Public Share to $10.79 as of March 31, 2026.
- Operating Costs: Operating and formation costs decreased slightly by $8,760 compared to the prior year period.
Outlook, Risks, and Contingencies
- Combination Deadline: The company must consummate an initial Business Combination by June 20, 2026 (24 months from the IPO). If no combination is completed by this date, the company will cease operations and redeem Public Shares.
- Going Concern: Management has determined that the liquidity condition and the mandatory liquidation deadline raise substantial doubt about the company's ability to continue as a going concern. The company may need to raise additional capital through loans from the Sponsor or affiliates.
- Deferred Obligations: The company has a deferred underwriting fee of $9,800,000 and deferred legal fees of $275,000 payable upon the completion of a Business Combination.
- Related Party Transactions: The company pays an affiliate of the Sponsor $15,000 per month for administrative services. As of March 31, 2026, $15,000 was accrued for these services.
- Warrants: There are 11,500,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding, exercisable at $11.50 per share.
Investor Verification Checklist
- Liquidity Runway: Verify if the Sponsor has committed to providing additional Working Capital Loans to sustain operations through the June 20, 2026 deadline, given the low cash balance outside the Trust Account ($117,675).
- Target Identification: Confirm if the company has entered into any definitive agreements or letters of intent with potential acquisition targets, as none were disclosed as of March 31, 2026.
- Extension Possibility: Assess the likelihood and terms of a potential shareholder vote to extend the Combination Period beyond June 20, 2026, which would require shareholder approval and potentially additional capital.
- Redemption Risk: Monitor the Trust Account balance per share ($10.79) relative to the market price of the units to gauge potential redemption pressure if a deal is announced.