LIONHEART HOLDINGS FORM 10-K
LIONHEART HOLDINGS FORM 10-K
Lionheart Holdings, a company incorporated in the Cayman Islands, filed its annual report for the fiscal year ended December 31, 2024. The company’s financial highlights include a market value of outstanding Units of $229.77 million as of June 28, 2024, and a total of 23 million Class A Ordinary Shares and 7.67 million Class B Ordinary Shares issued and outstanding as of March 21, 2025. The company’s securities, including Units, Class A Ordinary Shares, and Warrants, are listed on the Nasdaq Stock Market LLC. The report does not provide detailed financial information, but it does indicate that the company is a smaller reporting company and an emerging growth company, and that it has not filed reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.
Overview
We are a blank check company incorporated in the Cayman Islands on February 21, 2024, formed for the purpose of effecting a Business Combination. We intend to use the cash derived from the proceeds of the Initial Public Offering and the Private Placement, as well as other sources of financing, to complete our Business Combination.
We have not engaged in any operations or generated any revenues to date. Our activities have been limited to organizational activities, preparing for the Initial Public Offering, and identifying potential target companies for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination.
Results of Operations
For the period from February 21, 2024 (inception) through December 31, 2024, we had net income of $5,839,656. This consists of $6,335,105 in interest income on marketable securities held in the Trust Account, offset by $495,449 in general and administrative and formation costs.
Factors That May Adversely Affect our Results of Operations
Our results of operations and ability to complete a Business Combination may be adversely affected by various factors, including downturns in the financial markets or economy, increases in oil prices and interest rates, supply chain disruptions, declines in consumer confidence, and geopolitical instability. We cannot predict the likelihood or magnitude of these events and their potential impact on our business.
Liquidity and Capital Resources
As of December 31, 2024, we had $891,017 in cash and $236,335,105 in marketable securities held in the Trust Account. We intend to use the funds in the Trust Account to complete our Business Combination, with any remaining funds used as working capital for the target business.
We may need to obtain additional financing to complete our Business Combination or if we are required to redeem a significant number of our Public Shares. The Sponsor or our officers and directors may provide Working Capital Loans for this purpose, which could be convertible into warrants of the post-Business Combination entity.
Contractual Obligations
Our key contractual obligations include:
- Administrative Services Agreement: We reimburse an affiliate of our Sponsor $15,000 per month for office space, utilities, and administrative services.
- Underwriting Agreement: The underwriters of the Initial Public Offering are entitled to a cash underwriting discount of $4,000,000 and a deferred underwriting discount of $9,800,000 upon completion of the Business Combination.
- Legal Engagement Letter: We have incurred $175,000 in legal fees from Wasserstrom, with $125,000 remaining due at the time of the Business Combination.
Critical Accounting Estimates
As of December 31, 2024, we did not have any critical accounting estimates to disclose.