CUB

Lionheart Holdings 10-Q Summary: Q3 2025

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 reporting date, the company has not commenced any operations and has not entered into a definitive agreement for a Business Combination. The reporting period covers the three and nine months ended September 30, 2025. The company is classified as an emerging growth company and a smaller reporting company.

Key Financial Metrics

Note: The company generates no operating revenue. Net income is derived primarily from interest earned on marketable securities held in the Trust Account.

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased from $236,335,105 as of December 31, 2024, to $243,788,499 as of September 30, 2025, driven by interest income of $7,453,394 for the nine-month period.
• Cash Position: Cash held outside the Trust Account decreased from $891,017 at year-end 2024 to $336,455 at September 30, 2025, reflecting operating cash usage of $479,562 for the nine months ended September 30, 2025.
• Liabilities: Total liabilities increased slightly to $10,072,480, primarily due to an increase in deferred legal fees payable (from $125,000 to $225,000) and accrued expenses.
• Accretion: The company recorded accretion of the carrying value of Class A Ordinary Shares to redemption value, increasing the temporary equity classification and reducing shareholders' deficit.

Outlook, Risks, and Contingencies

• Combination Deadline: The company must consummate a Business Combination by June 20, 2026 (24 months from IPO). Failure to do so will result in mandatory liquidation and redemption of Public Shares.
• Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern due to the mandatory liquidation deadline and the need for additional financing to sustain operations until a combination is completed.
• Liquidity Needs: The company relies on funds outside the Trust Account ($336,455) for working capital. If insufficient, the Sponsor or affiliates may provide "Working Capital Loans" (up to $1.5 million convertible to warrants), though none were outstanding as of September 30, 2025.
• Deferred Obligations: The company has a deferred underwriting fee of $9,800,000 and deferred legal fees of $225,000 payable only upon the successful completion of a Business Combination.
• Related Party Transactions: The company pays $15,000 per month to a Sponsor affiliate for administrative services. Legal fees of $225,000 are owed to a related party counsel, payable upon combination.

Investor Verification Checklist

• Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which directly influences the redemption price per share.
• Working Capital Runway: Assess whether the $336,455 in cash outside the Trust is sufficient to fund operations until June 2026 or if additional Sponsor loans are imminent.
• Target Search Progress: Confirm if the company has identified any potential acquisition targets, as no definitive agreement was in place as of September 30, 2025.
• Redemption Risk: Evaluate the likelihood of shareholder redemptions if a target is announced, which could reduce the funds available for the transaction.
• Deferred Fee Impact: Understand that the $9.8 million deferred underwriting fee will be paid from the Trust Account proceeds only if a Business Combination is completed.