LIONHEART HOLDINGS FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

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 proceeds from our Initial Public Offering and Private Placement to identify and complete a Business Combination. However, we may face challenges in completing a Business Combination due to various factors, including economic uncertainty, market volatility, and regulatory changes.

Results of Operations

We have not engaged in any operations or generated any revenues to date. Our activities have been limited to organizational tasks, preparing for the Initial Public Offering, and identifying potential target companies for a Business Combination. We generate non-operating income in the form of interest on the marketable securities held in our Trust Account, but we also incur expenses related to being a public company and conducting due diligence on potential targets.

For the three months ended March 31, 2025, we had net income of $2,198,698, which consisted of $2,447,259 in dividend income from the Trust Account, offset by $248,561 in general and administrative and formation costs. For the period from February 21, 2024 (inception) through March 31, 2024, we had a net loss of $22,260, which was due to 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 could be negatively impacted by various factors, including:

• Downturns in the financial markets or economic conditions
• Increases in oil prices, inflation, or interest rates
• Increases in tariffs, supply chain disruptions, or declines in consumer confidence
• Public health considerations and geopolitical instability

These factors could create economic uncertainty and volatility, which could make it more difficult for us to identify and complete a suitable Business Combination.

Liquidity and Capital Resources

As of March 31, 2025, we had $697,678 in cash and $238,782,364 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 proceeds used as working capital for the target business.

To fund any working capital deficiencies or transaction costs, our Sponsor or certain officers and directors may provide us with Working Capital Loans, which could be convertible into warrants of the post-Business Combination entity.

We do not believe we will need to raise additional funds to meet our expenditures, but we may need to obtain financing to complete a Business Combination or if we are required to redeem a significant number of our Public Shares.

Contractual Obligations

We have the following contractual obligations:

• 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 our Initial Public Offering are entitled to a cash underwriting discount and a Deferred Discount payable upon completion of a Business Combination.
• Legal Engagement Letter: We have engaged Wasserstrom, an affiliate of our Sponsor, to provide legal counsel, for which we have incurred $225,000 in fees as of March 31, 2025.

Critical Accounting Estimates

As of March 31, 2025, we did not have any critical accounting estimates to disclose.