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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-21 · 884 added, 1241 removed, 548 unchanged (79% of the section changed)

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of Disclosure Controls and Procedures

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under

the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including

our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar

functions, as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the

effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under

Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated

and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of

the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective

as of the end of the fiscal year ended December 31, 2024.

as of December 31, 2025.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

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Annual Report on Internal Control over Financial Reporting

Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation

report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of our Company,

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with GAAP, and that our receipts and expenditures are

being made only in accordance with authorizations of our Management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making these assessments, Management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, Management determined that we maintained effective internal control over

financial reporting as of December 31, 2025.

Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to

our status as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

Not applicable.

have been no changes to our internal control over financial reporting during the quarterly period ended December 31, 2025 that materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

the quarterly period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange

Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408 of Regulation S-K.

During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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of the date of this Report, our directors and officers are as follows:

Chairman of the Board of Directors, President and Chief

Executive Officer

Ophir Sternberg

of the Board of Directors, President and Chief Executive Officer

Paul Rapisarda

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for $156.6 million, creating a multi-brand platform of premium casual restaurant concepts.

August 21, 2020, Lionheart Acquisition Corporation II (Nasdaq:

LCAP), raised $230 million in its initial public offering,

led once again by Mr.

Sternberg as Chairman, President and CEO.

On May 23, 2022, LCAP closed its $32.6 billion Business

Combination with MSP Recovery, a data-driven solutions provider, recovering improperly paid benefits on behalf of Medicare, Medicaid

and commercial payers.

Sternberg remains as a director of the combined company.

In January 2023, MSP Recovery announced a rebranding

to LifeWallet (NASDAQ:

its underlying business model remains the same.

November 8, 2021, Lionheart III Corp (Nasdaq:

LION) closed on its initial public offering at an upsized $125 million,

led once again by Mr.

Sternberg as Chairman, President and CEO.

On July 26, 2022, Lionheart III Corp announced its

Business Combination agreement with Security Matters Limited (“SMX”) (ASX:SMX), a publicly traded company on the Australian

Securities Exchange, with an expected combined entity value of $360 million.

Its technology gives materials in all states of

matter, solid, liquid, and gas, the ability to maintain a virtual memory of their origination, processing and supply chain journey, including

the ability to authenticate provenance.

The transaction, which closed in March 2023, resulted in the simultaneous de-listing of

SMX in Australia and its re-listing on the Nasdaq.

Sternberg remains as a director of the combined company.

On August 21, 2020, Lionheart Acquisition Corporation II

LCAP), raised $230 million in its initial public offering, led once again by Mr.

Sternberg as Chairman, President and

On May 23, 2022, LCAP closed its $32.6 billion Business Combination with MSP Recovery, a data-driven solutions

provider, recovering improperly paid benefits on behalf of Medicare, Medicaid and commercial payers.

Sternberg remains as a director

of the combined company.

Sternberg resigned as director of MSP Recovery on February 13, 2026.

On November 8, 2021,

Lionheart III Corp (Nasdaq:

LION) closed on its initial public offering at an upsized $125 million, led once again by Mr.

as Chairman, President and CEO.

On July 26, 2022, Lionheart III Corp announced its Business Combination agreement with

SMX (Security Matters Limited) Public Limited Company (“SMX”) (ASX:SMX), a publicly traded company on the Australian Securities

Exchange, with an expected combined entity value of $360 million.

Its technology gives materials in all states of matter, solid,

liquid, and gas, the ability to maintain a virtual memory of their origination, processing and supply chain journey, including the ability

to authenticate provenance.

The transaction, which closed in March 2023, resulted in the simultaneous de-listing of SMX in

Australia and its re-listing on the Nasdaq.

Sternberg resigned as director of SMX on March 6, 2026.

May 2021, Mr.

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Hawkins also served on the board of directors of Lionheart III until March 2023, and

following its combination with SMX in March 2023, he continued on as a director of the combined company.

Since May 2022, he

has also served as a director and chairman of the audit committee of MSP Recovery, since rebranded to LifeWallet (NASDAQ:

LIFW), a leader

in data-driven solutions that recovers improperly paid benefits on behalf of Medicare, Medicaid and other commercial payers.

received his Juris Doctor from Northwestern University in 1986 and his A.B.

following its combination with SMX in March 2023, he continued on as a director of the combined company until March 2026.

May 2022, he has also served as a director and chairman of the audit committee of MSP Recovery.

Hawkins received his Juris

Doctor from Northwestern University in 1986 and his A.B.

in Political Science from the University of Michigan in 1983.

Hawkins is well-qualified to serve as a director due to his experience as a senior executive and chief legal officer at several

public companies (including his experience acquiring companies) and with counseling and serving on boards of directors.

is well-qualified to serve as a director due to his experience as a senior executive and chief legal officer at several public companies

(including his experience acquiring companies) and with counseling and serving on boards of directors.

Meltzer, Esq.

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Meltzer joined the board of directors of Aearo Holding LLC and affiliated entities.

In August 2022, Mr.

joined the board of directors of Empatan Public Limited Company (“SMX”) following its Business Combination with Lionheart III

Corp, Security Matters Limited and Aryeh Merger Sub Inc.

From August 2022 to March

Meltzer was on the board of SMX.

In January 2023, Mr.

Meltzer joined the board of directors of AID

Holdings II (“Enlivant”), a senior living facility provider and portfolio company of TPG Capital L.P.

In February 2023,

Meltzer joined the board of directors of Klein Hersh, an executive recruitment firm that spans the life sciences continuum and

healthcare industry.

Meltzer joined the board of directors of AID Holdings II

(“Enlivant”), a senior living facility provider and portfolio company of TPG Capital L.P.

In February 2023, Mr.

joined the board of directors of Klein Hersh, an executive recruitment firm that spans the life sciences continuum and healthcare industry.

In April 2023, Mr.

Meltzer joined the board of directors of Cyxtera Technologies, Inc., a company specializing

in colocation and interconnection services, with a footprint of more than 60 data centers in over 30 markets.

Meltzer joined the board of directors of Cyxtera Technologies, Inc., a company specializing in colocation

and interconnection services, with a footprint of more than 60 data centers in over 30 markets.

In May 2023, Mr.

joined the board of directors of John C.

Heath, Attorney at Law PC d/b/a/ Lexington Law, an industry leader specializing in credit

repair services.

Meltzer joined

the board of directors of John C.

Heath, Attorney at Law PC d/b/a/ Lexington Law, an industry leader specializing in credit repair

In August 2023, Mr.

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and his leadership qualities.

was named as a defendant in three consolidated derivative lawsuits in connection with his service as a director of Hain Celestial

The consolidated action is pending before the United States District Court for the Eastern District of New York under

17-cv-02351, where the plaintiffs allege, among other things, breach of fiduciary duty and violations of Sections 14(a) and

29(b) of the Exchange Act based on allegedly materially false or misleading statements and omissions in public statements,

press releases and SEC filings.

The derivative action is stayed pending an appeal in a related consolidated securities class action case

Meltzer is not party, and thus remains pending.

Antony Sheriff , who

has served as one of our directors since June 2024, is an expert on automotive technology, mobility and luxury industries.

has served as the CEO of Rimac Group, an investment holding company primarily engaged in the business of hypercars and advanced electrification

technologies, and as the deputy CEO of Bugatti Rimac, a manufacturer of hybercars in Croatia, since October 2024, Mr.

Sheriff previously

served as Chairman and CEO at Princess Yachts Ltd in Plymouth, England, a producer of luxury yachts, from January 2016 until December 2023.

Prior to that, Mr Sheriff started McLaren Automotive in Woking, England, the road car sister company to McLaren Racing (which operates

the Formula One team) and served as CEO from January 2003 until July 2013.

Sheriff , who has served as one of our directors since June 2024, is an expert on automotive technology, mobility and luxury industries.

Sheriff has served as the CEO of Rimac Group, an investment holding company primarily engaged in the business of hypercars and advanced

electrification technologies, and as the deputy CEO of Bugatti Rimac, a manufacturer of hybercars in Croatia, since October 2024, Mr.

previously served as Chairman and CEO at Princess Yachts Ltd in Plymouth, England, a producer of luxury yachts, from January 2016

until December 2023.

Prior to that, Mr.

Sheriff worked at Fiat Auto

in Turin, Italy from March 1995-December 2002 where he covered several roles, most notably as Director of Product Development

for all products and brands.

Sheriff’s career began as a consultant for McKinsey & Company in New York where he

served numerous automotive and other clients from October 1988 until January 1994.

In addition to these executive roles, Mr.

has served as a Board Director or Advisor for a number of private and public companies in the US and Europe.

He currently serves as Director

at Sunseeker International, a producer of luxury yachts in the U.K.

since November 2024, Independent Director at Pininfarina S.p.A.

where he serves as Chairman of the Nomination and Remuneration committee) and Board Advisor to Automobili Pininfarina since 2016.

Sheriff has served as Senior Independent Director at Aston Martin Lagonda Global Holdings (AML.L) where he was a member of the Nomination,

Remuneration, Audit and Risk, Sustainability and Product Strategy committees from 2021-2023, Chairman of the Supervisory Board of

Bugatti-Rimac in Croatia from 2021-2024, Chairman of the Supervisory Board of Rimac Group from 2023-2024 (he was previously a board

advisor from 2023-2016), and at Rivian Automotive Inc.

Sheriff started McLaren Automotive in Woking, England, the road car sister company to McLaren

Racing (which operates the Formula One team) and served as CEO from January 2003 until July 2013.

Prior to that, Mr.

worked at Fiat Auto in Turin, Italy from March 1995-December 2002 where he covered several roles, most notably as Director

of Product Development for all products and brands.

Sheriff’s career began as a consultant for McKinsey & Company

in New York where he served numerous automotive and other clients from October 1988 until January 1994.

In addition to

these executive roles, Mr.

Sheriff has served as a Board Director or Advisor for a number of private and public companies in the

US, Europe and Asia.

He currently serves as Independent Director of Prologium Holdings, Inc since November 2025.

Previously, Mr.

has served as Senior Independent Director at Aston Martin Lagonda Global Holdings (AML.L) where he was a member of the Nomination, Remuneration,

Audit and Risk, Sustainability and Product Strategy committees from 2021-2023, Chairman of the Supervisory Board of Bugatti-Rimac in

Croatia from 2021-2024, Chairman of the Supervisory Board of Rimac Group from 2023-2024 (he was previously a board advisor from 2023-2016), and

at Rivian Automotive Inc.

RIVN) from 2016 until its IPO in 2021.

Sheriff received

in Management from M.I.T Sloan School of Management, and his B.S.

Sheriff received his M.S.

in Management from

M.I.T Sloan School of Management, and his B.S.

in Engineering and B.S.

in Economics from Swarthmore College.

Sheriff is well-qualified to serve as a director due to his extensive experience both as a CEO and as an independent director in a

broad variety of companies.

Sheriff is well-qualified

to serve as a director due to his extensive experience both as a CEO and as an independent director in a broad variety of companies.

Cohen , who has served as one of our directors since June 2024, is a Partner and Chief Investment Officer of Vanbarton Group.

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Cohen is well-qualified to serve as a director due to her extensive investment and advisory experience.

Family Relationships

No family relationships

exist between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or executive

officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our

Relationships

family relationships exist between any of our directors or executive officers.

in Certain Legal Proceedings

Other than as set forth below, there are no material proceedings to

which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity

of any director or officer.

On May 7, 2025, Lionheart Equities, LLC, the sponsor of Lionheart Acquisition

Corporation II, and certain of our current directors and officers were named as defendants in a putative class action lawsuit filed in

the Court of Chancery of the State of Delaware (the “Court”), Stanley v.

Lionheart Equities, LLC , No.

2025–0505–LWW

filed May 7, 2025) (the “Shareholder Litigation”).

The complaint alleges fiduciary-duty breaches and unjust enrichment,

and seeks damages in an unspecified amount.

The case is ongoing.

Additionally, Mr.

Meltzer was named as a defendant in three consolidated

derivative lawsuits in connection with his service as a director of Hain Celestial Group.

The consolidated action is pending

before the United States District Court for the Eastern District of New York under Case No.

17-cv-02351, where the plaintiffs

allege, among other things, breach of fiduciary duty and violations of Sections 14(a) and 29(b) of the Exchange Act based

on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings.

The derivative

action is stayed pending an appeal in a related consolidated securities class action case to which Mr.

Meltzer is not party, and

thus remains pending.

and Terms of Office of Officers and Directors

Our Board of Directors consists of five (5) members, who are divided

into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed

prior to our first annual general meeting) serving a three-year term.

Prior to the closing of our initial Business Combination, only

holders of our Class B Ordinary Shares are entitled to vote on the appointment and removal of directors or continuing our Company

in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt

new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the

Cayman Islands).

Holders of our Public Shares are not entitled to vote on such matters during such time.

These provisions of our Amended

and Restated Charter relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution.

Board of Directors consists of five (5) members, who are divided into three classes with only one class of directors being appointed

in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the

appointment and removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution

required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a

transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of our Public Shares are not entitled to vote

on such matters during such time.

These provisions of our Amended and Restated Articles relating to these rights of holders of Class B

Ordinary Shares may be amended by a Special Resolution.

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after

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officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms

Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum

and articles of association.

Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles.

of the Board of Directors

Our Board of Directors has established and maintained two standing

the Audit Committee and a compensation committee (the “Compensation Committee”).

Subject to phase-in rules, the

Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

Each committee of our Board operates under a charter that has been approved by our Board and has the composition and responsibilities

described below.

Our Board of Directors has established and maintained the Audit Committee.

Board of Directors has established and maintained two standing committees:

the Audit Committee and the Compensation Committee.

to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised

solely of independent directors.

Each committee of our Board operates under a charter that has been approved by our Board and has the

composition and responsibilities described below.

Board of Directors has established and maintained the Audit Committee.

Hawkins and Meltzer and Ms.

Cohen serve as the members of our Audit Committee.

Under the Nasdaq Rules and applicable SEC rules,

we are required to have three members of the Audit Committee, all of whom must be independent.

Cohen serve as the members

of our Audit Committee.

Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee,

all of whom must be independent.

Hawkins and Meltzer and Ms.

are each independent.

Cohen are each independent.

serves as the chairman of the Audit Committee.

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have adopted a charter of the Audit Committee, which details the principal functions of the Audit Committee, including:

with board oversight of (i) the integrity of our financial statements, (ii) our

compliance with legal and regulatory requirements, (iii) our independent registered

public accounting firm’s qualifications and independence, and (iv) the performance

of our internal audit function and independent registered public accounting firm;

the appointment,

compensation, retention, replacement, and oversight of the work of the independent auditors

and any other independent registered public accounting firm engaged by us;

assisting with board oversight

of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our

independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal

audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight

of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all

audit and non-audit services to be provided by the independent registered public accounting

firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies

and procedures;

reviewing and discussing with the independent registered public accounting

firm all relationships the independent registered public accounting firm have with us in

order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least

annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s

audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public

accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent

registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate

their continued independence;

setting clear policies

for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually,

from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s

internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review,

or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional

authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken

to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements

with management and the independent registered public accounting firm, including reviewing

our specific disclosures under “Management’s Discussion and Analysis of Financial

authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps

taken to deal with such issues;

meeting to review and discuss

our annual audited financial statements and quarterly financial statements with management and the independent registered public

accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence

with regulators or government agencies and any employee complaints or published reports that

raise material issues regarding our financial statements or accounting policies and any significant

changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory

the Board and any other Board committees if the clawback provisions of Rule 10D-1 under

the Exchange Act (the “SEC Clawback Rule”) are triggered based upon a financial

statement restatement or other financial statement change, with the assistance of Management

and to the extent that our securities continue to be listed on an exchange and subject to

the SEC Clawback Rule.

reviewing and approving any related party transaction required to be disclosed pursuant

to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management,

the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the FASB, the SEC or other regulatory authorities;

advising the Board and

any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement

or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed

on an exchange and subject to the SEC Clawback Rule;

implementing and overseeing

our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity

have established the Compensation Committee.

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have adopted a charter of the Compensation Committee, which details the principal functions of the Compensation Committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief

Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if

any) of our c Chief Executive Officer’s based on such evaluation;

and making recommendations to our Board of Directors with respect to the compensation, and

any incentive compensation and equity-based plans that are subject to board approval of all

of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

Management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our executive officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors;

the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule

are triggered based upon a financial statement restatement or other financial statement change

and perform any other tasks required of it by the Clawback Policy (as defined below), with

the assistance of Management and to the extent that our securities continue to be listed

on an exchange and subject to the SEC Clawback Rule.

reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our

Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation;

reviewing and making recommendations

to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject

to board approval of all of our other officers;

reviewing our executive

compensation policies and plans;

implementing and administering

our incentive compensation equity-based remuneration plans;

assisting Management in

complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

producing a report on executive

compensation to be included in our annual proxy statement;

reviewing, evaluating and

recommending changes, if appropriate, to the remuneration for directors;

advising the Board and

any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement

or other financial statement change and perform any other tasks required of it by the Clawback Policy with the assistance of Management

and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

charter of the Compensation Committee also provides that the Compensation Committee may, in its sole discretion, retain or obtain the

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required by Nasdaq and the SEC.

We do not have a standing nominating committee though we intend to

form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules.

In accordance with Rule 5605(e)(2) of

the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors.

Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving

director nominees without the formation of a standing nominating committee.

The directors who participate in the consideration and

recommendation of director nominees are Messrs.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required

to do so by law or the Nasdaq Rules.

In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent

directors may recommend a director nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent

directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation

of a standing nominating committee.

The directors who participate in the consideration and recommendation of director nominees are

Hawkins and Meltzer and Ms.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq

Rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter

In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Board of Directors also consider director candidates recommended for nomination by our shareholders during such times as they are seeking

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Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in

our Amended and Restated Charter.

our Amended and Restated Articles.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

2 unchanged sentences

the best interests of our shareholders.

Prior to our initial Business Combination, our Public Shareholders will not have the right to

recommend director candidates for nomination to our Board of Directors.

have adopted a Code of Business Conduct and Ethics, applicable to our directors, officers and employees, including our principal executive

officer, principal financial officer, principal accounting officer or controller or persons performing similar functions (the “Code

A copy of the Code of Ethics and the charters of the committees of our Board of Directors will be provided without

charge upon request from us.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments,

or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics requiring disclosure under applicable SEC

or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website

is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our

website are intended to be inactive textual references only.

Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend

director candidates for nomination to our Board of Directors.

have adopted the Code of Ethics.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive

amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive

officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure

under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information

included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and

any references to our website are intended to be inactive textual references only.

foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference.

On May 24, 2024, we adopted insider trading policies and procedures

governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed

to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”).

of the Code of Ethics, a copy of which is attached hereto as Exhibit 14.

On May 24, 2024, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules.

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Recovery and Clawback Policy

the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid

incentive amount, we can recoup those improper payments from our executive officers.

The SEC has also adopted the SEC Clawback Rule that

directs national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the

company is found to have misstated its financial results.

On May 24, 2024, our Board of Directors approved the adoption of the

Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the final Clawback rules adopted by

the SEC under the Rule, and the listing standards, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Clawback Rules”).

Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive

officers as defined in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting

restatement, in accordance with the Nasdaq Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered

Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback

Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback

period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 .

Executive Compensation.

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Trust Account:

of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related

and organizational expenses pursuant to the IPO Promissory Note;

● reimbursement

for office space, utilities and secretarial and Administrative Services made available to

us by an affiliate of our Sponsor, in an amount equal to $15,000 per month pursuant to the

Administrative Services Agreement;

of consulting, success or finder fees to our independent directors, advisors, or their respective

affiliates in connection with the consummation of our initial Business Combination;

may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection

with our initial Business Combination and certain other transactions and pay such person

or entity a salary or fee in an amount that constitutes a market standard for comparable

transactions;

● reimbursement

for any out-of-pocket expenses related to identifying, investigating, negotiating and completing

an initial Business Combination;

of Working Capital Loans, which may be made by our Sponsor or an affiliate of our Sponsor

or certain of our officers and directors to finance transaction costs in connection with

an intended initial Business Combination.

Up to $1,500,000 of such Working Capital Loans

may be convertible into warrants of the post-Business Combination entity at a price of $1.00

per warrant at the option of the applicable lender.

Such warrants would be identical to the

Private Placement Warrants.

repayment of up to an aggregate

of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory

reimbursement for office

space, utilities and secretarial and Administrative Services made available to us by an affiliate of our Sponsor, in an amount equal

to $15,000 per month pursuant to the Administrative Services Agreement;

payment of consulting,

success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation

of our initial Business Combination;

we may engage our Sponsor

or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions

and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;

reimbursement for any out-of-pocket

expenses related to identifying, investigating, negotiating and completing an initial Business Combination;

repayment of Working Capital

Loans, which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction

costs in connection with an intended initial Business Combination.

Up to $1,500,000 of such Working Capital Loans may be convertible

into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the applicable lender.

warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such Working Capital Loans,

if any, have not been determined and no written agreements exist with respect to such Working

Capital Loans.

if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting

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agreements with our officers and directors that provide for benefits upon termination of employment.

Recovery and Clawback Policy

May 24, 2024, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and

the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608.

At no time during the fiscal year covered

by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant

to the Clawback Policy, a copy of which is attached hereto as Exhibit 97 .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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beneficial ownership of Ordinary Shares, by:

person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary

each person known by us

to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;

of our executive officers and directors that beneficially owns our Ordinary Shares;

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March 25, 2026.

On all matters to be voted upon, except for (x) the election of directors of the Board and (y) continuing our Company

in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single

class, unless otherwise required by applicable law.

Only holders of Class B Ordinary Shares have

the right to vote on the appointment and removal of directors prior to the completion of our initial Business Combination and on a vote

to continue our Company in a jurisdiction outside of the Cayman Islands.

Currently, all of the Class B Ordinary Shares are convertible

into Class A Ordinary Shares on a one-for-one basis.

On all matters to be voted upon, except for (x) the appointment and removal of directors

to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands , holders of the Class A Ordinary Shares

and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law.

Currently, all of the Class

B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary

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Ordinary Shares

Sponsor, LLC (2)(3)

Sternberg (2)(3)

Lionheart Sponsor, LLC (2)(3)

Ophir Sternberg (2)(3)

Paul Rapisarda

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All officers and directors as a group (7 persons)

First Trust Parties (4)

Other 5% Shareholders

LMR Parties (4)

MMCAP Parties (6)

Magnetar Parties (5)

AQR Capital Management LLC (8)

First Trust Parties (6)

AQR Parties (7)

Wealthspring Parties (8)

Picton Mahoney Asset Management (9)

Ramya Roa (11)

Karpus Management Inc.

otherwise noted, the principal business address of each of the following entities or individuals

is c/o Lionheart Holdings, 4218 NE 2 nd Avenue Miami, FL 33137.

(2) Interests

shown consist solely of Founder Shares, classified as Class B Ordinary Shares.

shares will automatically convert into Class A Ordinary Shares concurrently with or

immediately following the consummation of our initial Business Combination or earlier at

the option of the holder on a one-for-one basis, subject to adjustment.

(3) Lionheart

Sponsor, LLC, our Sponsor, is the record holder of such Class B Ordinary Shares.

the sole managing member of the Sponsor, holds voting and investment discretion with respect

to the Class B Ordinary Shares held of record by the Sponsor.

Meteora Capital, LLC (10)

Wolverine Parties (11)

Unless otherwise noted, the principal business address of each of the

following entities or individuals is c/o Lionheart Holdings, 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida, 33309.

Interests shown consist

solely of Founder Shares, classified as Class B Ordinary Shares.

Such shares will automatically convert into Class A Ordinary

Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of

the holder on a one-for-one basis, subject to adjustment.

Lionheart Sponsor, LLC,

our Sponsor, is the record holder of such Class B Ordinary Shares.

Sternberg, the sole managing member of the Sponsor, holds

voting and investment discretion with respect to the Class B Ordinary Shares held of record by the Sponsor.

Sternberg disclaims

any beneficial ownership of the securities held by the Sponsor other than to the extent of

any pecuniary interest he may have therein, directly or indirectly.

(4) According

to a Schedule 13G filed with the SEC on November 14, 2024 by (i) First Trust Merger Arbitrage

Fund, a series of Investment Managers Series Tr ust II, an investment

company registered under the Investment Company Act (“VARBX”), (ii) First Trust

Capital Management L.P., an investment adviser registered with the SEC that provides investment

advisory services to certain client accounts, including VARBX (“FTCM”), (iii)

First Trust Capital Solutions L.P., a Delaware limited partnership and control person of

FTCM (“FTCS”), and (iv) FTCS Sub GP LLC, a Delaware limited liability company

and control person of FTCM (“Sub GP” and collectively, with VARBX, FTCM and FTCS,

the “First Trust Parties”).

As investment adviser to the certain client accounts,

FTCM has the authority to invest the funds of certain client accounts, as well as the authority

to purchase, vote and dispose of securities.

As of September 30, 2024, VARBX owned 1,625,271

Public Shares, while FTCM, FTCS and Sub GP collectively owned 1,820,000 Public Shares.

and Sub GP may be deemed to control FTCM.

FTCS and Sub GP do not own any Public Shares for

their own accounts.

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Drive, 21 st Floor, Chicago, Illinois 60606.

The principal business address

of VARBX is 235 West Galena Street, Milwaukee, Wisconsin 53212.

(5) According

to a Schedule 13G filed with the SEC on November 14, 2024 by (i) LMR Partners LLP, a United

Kingdom limited liability partnership (“LMR”), (ii) LMR Partners Limited, a Hong

Kong corporation (“LMR Limited”), (iii) LMR Partners LLC, a Delaware limited

liability company (“LMR LLC”), (iv) LMR Partners AG, a Swiss corporation (“LMR

AG”), (v) LMR Partners (DIFC) Limited, an United Arab Emirates corporation (“LMR

DIFC”), (vi) LMR Partners (Ireland) Limited, a limited

company incorporated in Ireland (“LMR Ireland”, collectively with LMR,

LMR Limited, LMR LLC, LMR AG and LMR DIFC, the “LMR Investment Managers”), (vii)

Ben Levine, a citizen of the United Kingdom (“Mr.

Levine”), and (vii) Stefan

Renold, a citizen of Switzerland (“Mr.

Renold”, collectively with the LMR Investment

Managers and Mr.

any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein,

directly or indirectly.

According to a Schedule

13G filed with the SEC on November 14, 2024 by (i) LMR Partners LLP, a United Kingdom limited liability partnership (“LMR”),

(ii) LMR Partners Limited, a Hong Kong corporation (“LMR Limited”), (iii) LMR Partners LLC, a Delaware limited liability

company (“LMR LLC”), (iv) LMR Partners AG, a Swiss corporation (“LMR AG”), (v) LMR Partners (DIFC) Limited,

an United Arab Emirates corporation (“LMR DIFC”), (vi) LMR Partners (Ireland) Limited, a limited company incorporated

in Ireland (“LMR Ireland”, collectively with LMR, LMR Limited, LMR LLC, LMR AG and LMR DIFC, the “LMR Investment

Managers”), (vii) Ben Levine, a citizen of the United Kingdom (“Mr.

Levine”), and (vii) Stefan Renold, a citizen

of Switzerland (“Mr.

Renold”, collectively with the LMR Investment Managers and Mr.

Levine, the “LMR Parties”).

The LMR Investment Managers serve

as the investment managers to certain funds with respect to the Public Shares held by certain

Levine and Renold are ultimately in control of the investment and voting decisions

of the LMR Investment Managers with respect to the securities held by certain funds.

principal business address of each of the LMR Parties is c/o LMR Partners LLP, 9 th

The LMR Investment Managers serve as the investment managers to certain funds with respect to the Public Shares held by certain funds.

Levine and Renold are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect

to the securities held by certain funds.

The principal business address of each of the LMR Parties is c/o LMR Partners LLP, 9 th

Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

(6) According

to a Schedule 13G/A filed with the SEC on February 10, 2025 by (i) MMCAP International Inc.

SPC, a Cayman Island segregated portfolio company (“MMCAP”), and (ii) MM Asset

Management Inc., a Canadian corporation (“MM Asset” and together with MMCAP,

the “MCCAP Parties”).

The principal business address of MMCAP is c/o Mourant

Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O.

Box 1348 Grand

Cayman, KY1-1108, Cayman Islands.

The principal business address of MM Asset is 161 Bay Street,

TD Canada Trust Tower, Suite 2240, Toronto, ON, M5J 2S1, Canada.

(7) According

to a Schedule 13G filed with the SEC on November 6, 2024 by (i) Magnetar Financial LLC, a

Delaware limited liability company (“Magnetar Financial”), (ii) Magnetar Capital

Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii)

Supernova Management LLC, a Delaware limited liability company (“Supernova Management”),

and (iv) David J.

Snyderman, a citizen of the United States (“Mr.

collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management,

the “Magnetar Parties”), in connection with Public Shares held for the following

funds (collectively, the Magnetar Funds”) (a) Magnetar Constellation Master Fund, Ltd,

Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd,

all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware

limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose

Alternative Credit Fund – T LLC, all Delaware limited liability companies.

Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial

exercises voting and investment power over the Public Shares held for the Magnetar Funds’

Magnetar Capital Partners serves as the sole member and parent holding company

of Magnetar Financial.

According to a Schedule

13G filed with the SEC on November 6, 2024 by (i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”),

(ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii) Supernova Management

LLC, a Delaware limited liability company (“Supernova Management”), and (iv) David J.

Snyderman, a citizen of the United

Snyderman”, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the

“Magnetar Parties”), in connection with Public Shares held for the following funds (collectively, the Magnetar Funds”)

(a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund

Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar

Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund – T LLC, all Delaware limited liability

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting

and investment power over the Public Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the

sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

The principal business address

of each of the Magnetar Parties is 1603 Orrington Avenue, 13 th Floor, Evanston, Illinois

(8) According

to a Schedule 13G filed with the SEC on November 14, 2024 by (i) AQR Capital Management,

LLC, a Delaware limited liability company (“AQR Capital”), (ii) AQR Capital Management

Holdings, LLC, a Delaware limited liability company “(“AQR Holdings”),

and (iii) AQR Arbitrage, LLC a Delaware limited liability company (“ACR Arbitrage”,

collectively with AQR Capital and AQR Holdings, the “AQR Parties”).

The principal business address of each of the Magnetar Parties is 1603 Orrington

Avenue, 13 th Floor, Evanston, Illinois 60201.

According to a Schedule

13G filed with the SEC on November 14, 2024 by (i) First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust

II, an investment company registered under the Investment Company Act (“VARBX”), (ii) First Trust Capital Management

L.P., an investment adviser registered with the SEC that provides investment advisory services to certain client accounts, including

VARBX (“FTCM”), (iii) First Trust Capital Solutions L.P., a Delaware limited partnership and control person of FTCM (“FTCS”),

and (iv) FTCS Sub GP LLC, a Delaware limited liability company and control person of FTCM (“Sub GP” and collectively,

with VARBX, FTCM and FTCS, the “First Trust Parties”).

As investment adviser to certain client accounts, FTCM has the

authority to invest the funds of certain client accounts, as well as the authority to purchase, vote and dispose of securities.

of September 30, 2024, VARBX owned 1,625,271 Public Shares, while FTCM, FTCS and Sub GP collectively owned 1,820,000 Public Shares.

FTCS and Sub GP may be deemed to control FTCM.

FTCS and Sub GP do not own any Public Shares for their own accounts.

The principal

business address of each of the AQR Parties is One Greenwich Plaza, Greenwich, Connecticut

(9) According

to a Schedule 13G filed with the SEC on November 14, 2024 by (i) Wealthspring Capital LLC,

a New York limited liability company (“Wealthspring”), and (ii) Matthew Simpson,

a United States citizen and a manager of Wealthspring (“Mr.

Simpson”, together

with Wealthspring, the “Wealthspring Parties”).

The principal business address

for each of the Wealthspring Parties is 2 Westchester Park Drive, Suite 108, West Harrison,

(10) According

to a Schedule 13G/A filed with the SEC on October 17, 2024 by Picton Mahoney Asset Management,

a citizen of Canada (“Picton”).

The principal business address of Picton is 33

Yonge Street, #320, Toronto, ON M5E 1G4, Canada.

(11) According

to a Schedule 13G filed with the SEC on February 7, 2025 by Ramya Roa, a citizen of the United

The principal business address of Ramya Roa is 1 Churchill Place, London, E14 5HP,

United Kingdom.

(12) According

to a Schedule 13F filed with the SEC on by Karpus Management Inc.

(”Karpus”) The principal business address of Karpus is

183 Sully’s Trail, Pittsford, NY 14534.

business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21 st Floor, Chicago, Illinois 60606.

The principal

business address of VARBX is 235 West Galena Street, Milwaukee, Wisconsin 53212.

According to a Schedule

13G filed with the SEC on November 14, 2024 by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR

Capital”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company “(“AQR Holdings”),

and (iii) AQR Arbitrage, LLC a Delaware limited liability company (“AQR Arbitrage”, collectively with AQR Capital and

AQR Holdings, the “AQR Parties”).

The principal business address of each of the AQR Parties is One Greenwich Plaza, Greenwich,

Connecticut 06830.

According to a Schedule

13G filed with the SEC on November 14, 2024 by (i) Wealthspring Capital LLC, a New York limited liability company (“Wealthspring”),

and (ii) Matthew Simpson, a United States citizen and a manager of Wealthspring (“Mr.

Simpson”, together with Wealthspring,

the “Wealthspring Parties”).

The principal business address for each of the Wealthspring Parties is 2 Westchester Park

Drive, Suite 108, West Harrison, New York 10604.

According to a Schedule

13G filed with the SEC on October 17, 2024 by Picton Mahoney Asset Management, a citizen of Canada (“Picton”).

The principal

business address of Picton is 33 Yonge Street, #320, Toronto, ON M5E 1G4, Canada.

According to a Schedule

13G filed with the SEC on August 13, 2025 by (i) Meteora Capital, LLC, a Delaware limited liability company (“Meteora”),

and (ii) Vik Mittal, a United States citizen and managing member of Meteora (together with Meteora, the “Meteora Parties”).

The principal business address of each of the Meteora Parties is 1200 N Federal Hwy, #200, Boca Raton, Florida 33432.

According to a Schedule

13G filed with the SEC on October 10, 2024 by (i) Wolverine Asset Management, LLC, an Illinois limited liability company (“WAM”),

(ii) Wolverine Holdings, L.P., an Illinois limited partnership and the sole member and manager of WAM (“Wolverine Holdings”),

(iii) Wolverine Trading Partners, Inc., an Illinois corporation and the general partner of Wolverine Holdings (“WTP”),

(iv) Robert R.

Bellick, a Citizen of the United States (“Mr.

Bellick”) and (v) Christopher L.

Gust, a citizen of the

United States (“Mr.

Gust”, and collectively with WAM, Wolverine Holdings, WTP and Mr.

Bellick, the “Wolverine Parties”).

Bellick may be deemed to control WTP.

The principal business address of each of the Wolverine Parties is c/o Wolverine

Asset Management, LLC 175 West Jackson Boulevard, Suite 340, Chicago, Illinois 60604.

Authorized for Issuance under Equity Compensation Plans

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The number of Founder Shares outstanding was determined based on the expectation that the total size of our Initial Public

Offering would be a maximum of 23,000,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder

Shares would represent 25% of the outstanding Ordinary Shares after our Initial Public Offering.

The Over-Allotment Option was exercised

Sponsor and Cantor, the representative of the underwriters of our Initial Public Offering, purchased an aggregate of 6,000,000 Private

Placement Warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private

Placement Warrant, or $6,000,000 in the aggregate, in the Private Placement that closed simultaneously with the closing of our Initial

Public Offering.

Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor

purchased 2,000,000 Private Placement Warrants.

Offering would be a maximum of 23,000,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares

would represent 25% of the outstanding Ordinary Shares after our Initial Public Offering.

The Over-Allotment Option was exercised in

Sponsor and Cantor, the representative of the Underwriters, purchased an aggregate of 6,000,000 Private Placement Warrants, each exercisable

to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $6,000,000 in

the aggregate, in the Private Placement that closed simultaneously with the closing of our Initial Public Offering.

Of those 6,000,000

Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement

Capital, an affiliate of our Sponsor, has engaged Wasserstrom to represent Lionheart Capital and its affiliated companies, as corporate

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of Lionheart Capital and its affiliated companies.

In connection therewith, Wasserstrom was specifically engaged by us to provide counsel

for general corporate legal matters and, as such, may be deemed to be a related party.

As of December 31, 2024, we incurred an aggregate

of $175,000 of legal fees from Wasserstrom, which were recorded within accrued offering costs in the financial statement contained elsewhere

in this Report.

On June 25, 2024, we paid $50,000 and the remaining $125,000 is recorded within deferred legal fees since it is due at

the time of the Business Combination.

In connection therewith, Wasserstrom was specifically engaged by our Company to provide

counsel for general corporate legal matters and, as such, may be deemed to be a related party of our Company.

As of December 31, 2025

and 2024, we incurred legal fees of $125,000 and $125,000, respectively, from Wasserstrom, and $50,000 was paid on June 25, 2024.

remaining balance of $200,000 and $75,000 as of December 31, 2025 and 2024, respectively, is recorded as deferred legal fees, which are

payable upon the consummation of the Business Combination.

to or in connection with the completion of our initial Business Combination, there may be payment by our Company to our Sponsor, officers

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Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

the Administrative Services Agreement, there was $95,000 incurred for the period from February 21, 2024 (inception) through December

For the year ended

December 31, 2025 and the period from February 21, 2024 (inception) through December 31, 2024, we incurred $180,000 and $95,000, respectively,

in fees for these services.

March 8, 2024, the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering

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Offering on June 20, 2024, and borrowings under the IPO Promissory Note are no longer available.

addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis.

If we complete an initial Business Combination, we would repay such Working Capital Loans.

In the event that the initial Business Combination

does not close, we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust

Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post

Business Combination entity at a price of $1.00 per warrant at the option of the applicable lender.

Such warrants would be identical

to the Private Placement Warrants.

Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined

and no written agreements exist with respect to such Working Capital Loans.

Prior to the completion of our initial Business Combination,

we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties

will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain

of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required.

we complete a Business Combination, we will repay such Working Capital Loans.

In the event that a Business Combination does not close,

we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from

our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be converted into warrants of

the post-Business Combination entity at a price of $1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist

with respect to such Working Capital Loans.

As of December 31, 2025 and 2024, we did not have any borrowings under any Working Capital

Loans, respectively.

Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than

our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in our Trust Account.

have until June 20, 2026 or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business

If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we

may seek shareholder approval to amend our Amended and Restated Charter to extend the date by which we must consummate our initial Business

may seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business

If we seek shareholder approval for an extension, Public Shareholders will be offered an opportunity to redeem their Public

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director compensation.

Pursuant to the Registration Rights Agreement, the holders of the (i) Founder

Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and

in each case holders of their underlying securities, as applicable) have registration rights to require us to register a sale of

any of our securities held by them and any other securities of our Company acquired by them prior to the consummation of our initial Business

Combination (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to our completion of our initial Business Combination.

Notwithstanding anything to the contrary, Cantor may only make a demand on one

occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement.

In addition, Cantor

may participate in a “piggy-back” registration only during the seven-year period beginning on the date the sales for

the Initial Public Offering commenced.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Sponsor, directors and officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights

to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial

Business Combination within the Combination Period.

However, if our Sponsor, directors and officers acquire Public Shares in or after

the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares

if we fail to complete our initial Business Combination within the Combination Period.

to the Registration Rights Agreement, the holders of (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private

placement-equivalent warrants issued in connection with the Working Capital Loans, if any, and in each case holders of their underlying

securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register

such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

The holders of

the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent

to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under

the Securities Act.

Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date

of the IPO Registration Statement.

In addition, Cantor may participate in a “piggyback” registration only during the seven-year

period beginning on the effective date of the IPO Registration Statement.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination

within the Combination Period.

However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled

to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination

within the Combination Period.

Additionally,

pursuant to the Letter Agreement, they will not propose any amendment to our Amended and Restated Memorandum (i) to modify the substance

or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares

if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders

with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously

released to us to pay our taxes, if any, divided by the number of then outstanding Public Shares.

Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering.

pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles

to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to

redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other

material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public

Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in

cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account.

Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering.

An “independent

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with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the

We have four “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.

Our Board of Directors

has determined that Messrs.

Our Board of Directors has determined that Messrs.

Hawkins, Meltzer and Sheriff and Ms.

Cohen are “independent directors” as defined in the Nasdaq

Rules and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Cohen are “independent directors”

as defined in the Nasdaq Rules and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent

directors are present.

Principal Accountant Fees and Services.

following is a summary of fees paid or to be paid to Withum for services rendered.

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the audit

of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other

required filings with the SEC for the period from February 21, 2024 (inception) through December 31, 2024 totaled approximately $117,480.

The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

fees consist of the aggregate fees for professional services rendered for the audit of our year-end financial statements and services

that are normally provided by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered

for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the

respective periods and other required filings with the SEC for the year ended December 31, 2025 and the period from February 21, 2024

(Inception) through December 31, 2024 totaled approximately $98,440 and $117,480, respectively.

The above amounts include interim procedures

and audit fees, as well as attendance at Audit Committee meetings.

Audit-Related

Audit-related

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum for any audit-related

fees for the period from February 21, 2024 (inception) through December 31, 2024 because such services were not rendered to us.

fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

did not pay Withum for tax services, planning or advice for the period from February 21, 2024 (inception) through December 31, 2024 because

such services were not rendered to us.

All other fees consist of fees

billed for all other services.

We did not pay Withum for any other services for the period from February 21, 2024 (inception) through

December 31, 2024.

fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that

are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum

for any audit-related fees for the year ended December 31, 2025 and the period from February 21, 2024 (Inception) through December 31,

2024 because such services were not rendered to us.

Tax fees consist of the

aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice.

During the year ended

December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024, we paid Withum $4,000 and $0 for

the services Withum performed in connection with tax-related services.

other fees consist of the aggregate fees billed for all other services.

We did not pay Withum for any other services for the year ended

December 31, 2025 and the period from February 21, 2024 (Inception) through December 31, 2024.

Audit Committee was formed upon the consummation of our Initial Public Offering.

7 unchanged sentences

Exhibit and Financial Statement Schedules.

following documents are filed as part of this Report:

(1) Financial

The following documents

are filed as part of this Report:

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

Balance Sheet as of December 31, 2024

Statement of Operations for the Period from February 21, 2024 (Inception) through December 31, 2024

Statement of Changes in Shareholders’ Deficit for the Period from February 21, 2024 (Inception) through December 31, 2024

Statement of Cash Flows for the Period from February 21, 2024 (Inception) through December 31, 2024

Notes to Financial Statement

(2) Financial

Statement Schedules

Balance Sheets as of December 31, 2025 and December 31, 2024.

Statements of Operations for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

Financial Statement Schedules

financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required

information is presented in the financial statement and notes thereto beginning on page F-1 of this Report.

information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

4 unchanged sentences

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 100 ) F-2

Financial Statement:

Balance Sheet as of December 31, 2024 F-3

Statement of Operations for the Period from February 21, 2024 (Inception) through December 31, 2024 F-4

Statement of Changes in Shareholders’ Deficit for the Period from February 21, 2024 (Inception) through December 31, 2024 F-5

Statement of Cash Flows for the Period from February 21, 2024 (Inception) through December 31, 2024 F-6

Notes to Financial Statement F-7 to F-19

Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

Balance Sheets as of December 31, 2025 and December 31, 2024

Statements of Operations for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on the Financial Statements

We have audited the accompanying balance sheet of Lionheart Holdings

(the “Company”) as of December 31, 2024, and the related statements of operations, changes in shareholders’ deficit

and cash flows for the period from February 21, 2024 (inception) to December 31, 2024, and the related notes (collectively referred to

as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from February 21,

2024 (inception) to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Lionheart Holdings (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025, and for the period from February 21, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from February 21, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 20, 2026, then the Company will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control

over financial reporting.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

4 unchanged sentences

Current assets

Cash $ 230,540 $ 891,017

Prepaid expenses 5,000 10,034

2 unchanged sentences

Long-term prepaid insurance — 91,875

Cash and marketable

securities held in Trust Account

$ 237,406,781

Liabilities, Class A Ordinary

Shares Subject To Possible Redemption and Shareholders’ Deficit:

Cash and marketable securities held in Trust Account 246,161,982 236,335,105

Total Assets $ 246,463,147 $ 237,406,781

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:

Current liabilities

3 unchanged sentences

Deferred legal fees 250,000 125,000

Deferred underwriting

Deferred Fee payable 9,800,000 9,800,000

Total Liabilities 10,109,093 10,005,000

Commitments and Contingencies

Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.28 per share

Commitments and Contingencies (Note 6)

Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.70 and $ 10.28 per share as of December 31, 2025 and 2024, respectively.

246,161,982 236,335,105

Shareholders’ Deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding

none issued or outstanding as of December 31, 2025 and 2024 — —

Class A Ordinary Shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding as of December 31, 2024 (excluding 23,000,000 shares subject to possible redemption as of December 31, 2024)

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024 — —

Class B Ordinary Shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,666,667 shares issued and outstanding

7,666,667 shares issued and outstanding as of December 31, 2025 and 2024 767 767

Additional paid-in capital — —

Accumulated deficit ( 9,808,695 ) ( 8,934,091 )

( 8,934,091 )

Shareholders’ Deficit

( 8,933,324 )

Liabilities, Class A Ordinary Shares Subject To Possible Redemption and Shareholders’ Deficit

$ 237,406,781

accompanying notes are an integral part of this financial statement.

Total Shareholders’ Deficit ( 9,807,928 ) ( 8,933,324 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 246,463,147 $ 237,406,781

accompanying notes are an integral part of these financial statements.

OF OPERATIONS

THE PERIOD FROM FEBRUARY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

General and administrative and

formation costs

from operations

Operating and formation costs $ 874,604 $ 495,449

Loss from operations ( 874,604 ) ( 495,449 )

Other income:

Interest earned on cash

and marketable securities held in Trust Account

Interest earned or change in fair value on cash and marketable securities held in Trust Account 9,826,877 6,335,105

Total other income 9,826,877 6,335,105

Net income $ 8,952,273 $ 5,839,656

Weighted average shares outstanding of Class A Ordinary Shares 23,000,000 14,210,191

Basic and diluted net income

per Class A Ordinary Shares

Basic and diluted net income per Ordinary Share, Class A Ordinary Shares $ 0.29 $ 0.27

Weighted average shares outstanding of Class B Ordinary Shares 7,666,667 7,284,501

Basic and diluted net income

per Class B Ordinary Shares

accompanying notes are an integral part of this financial statement.

Basic and diluted net income per Ordinary Share, Class B Ordinary Shares $ 0.29 $ 0.27

accompanying notes are an integral part of these financial statements.

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2025

THE PERIOD FROM FEBRUARY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

2 unchanged sentences

Shareholders’

— February 21, 2024 (inception)

of Ordinary Shares

Balance — February 21, 2024 (inception) — $ — — $ — $ — $ — $ —

Issuance of Class B Ordinary Shares — — 7,666,667 767 24,233 — 25,000

Sale of 6,000,000 Private Placement Warrants — — — — 6,000,000 — 6,000,000

Value of Public Warrants at issuance

value of offering costs to Public and Private Placement Warrants

for Class A Ordinary Shares to redemption amount

( 6,438,488 )

( 14,773,747 )

( 21,212,235 )

– December 31, 2024

$ ( 8,934,091 )

$ ( 8,933,324 )

accompanying notes are an integral part of this financial statement.

Fair value of Public Warrants at issuance — — — — 460,000 — 460,000

Allocated value of offering costs to Warrants — — — — ( 45,745 ) — ( 45,745 )

Accretion for Class A Ordinary Shares to redemption amount — — — — ( 6,438,488 ) ( 14,773,747 ) ( 21,212,235 )

Net income — — — — — 5,839,656 5,839,656

Balance – December 31, 2024 — — 7,666,667 767 — ( 8,934,091 ) ( 8,933,324 )

Accretion for Class A Ordinary Shares to redemption amount — — — — — ( 9,826,877 ) ( 9,826,877 )

Net income — — — — — 8,952,273 8,952,273

Balance – December 31, 2025 — $ — 7,666,667 $ 767 $ — $ ( 9,808,695 ) $ ( 9,807,928 )

accompanying notes are an integral part of these financial statements.

OF CASH FLOWS

THE PERIOD FROM FEBRUARY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net

cash used in operating activities:

Payment of formation

costs through IPO Promissory Note

Interest earned on marketable

securities held in Trust Account

( 6,335,105 )

Changes in operating

assets and liabilities:

Net income $ 8,952,273 $ 5,839,656

Adjustments to reconcile net income to net cash used in operating activities:

Payment of formation costs through IPO Promissory Note — 5,000

Interest earned or change in fair value of marketable securities ( 9,826,877 ) ( 6,335,105 )

Changes in operating assets and liabilities:

Prepaid expenses 5,034 ( 10,034 )

2 unchanged sentences

Deferred legal fee payable 125,000 25,000

cash used in operating activities

Cash Flows from Investing

of cash into Trust Account

( 230,000,000 )

cash used in investing activities

( 230,000,000 )

Cash Flows from Financing

Proceeds from issuance

of Class B Ordinary Shares to Sponsor

Proceeds from sale of

Units, net of underwriting discounts paid

Proceeds from sale of

Private Placements Warrants

Proceeds from IPO Promissory

Note - related party

Repayment of IPO Promissory

Note - related party

of offering costs

cash provided by financing activities

Accrued expenses 54,093 5,000

Net cash used in operating activities ( 585,477 ) ( 641,108 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account — ( 230,000,000 )

Net cash used in investing activities — ( 230,000,000 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class B Ordinary Shares to Sponsor — 25,000

Proceeds from sale of Units, net of underwriting discounts paid — 226,000,000

Proceeds from sale of Private Placements Warrants — 6,000,000

Proceeds IPO Promissory Note-related party — 175,000

Repayment of IPO Promissory Note-related party — ( 180,000 )

Payment of offering costs ( 75,000 ) ( 487,875 )

Net cash (used in) provided by financing activities ( 75,000 ) 231,532,125

Net Change in Cash ( 660,477 ) 891,017

1 unchanged sentence

Cash – End of period $ 230,540 $ 891,017

Non-Cash investing and financing

costs included in accrued offering costs

underwriting fee payable

legal fee payable

accompanying notes are an integral part of this financial statement.

TO FINANCIAL STATEMENT

Noncash investing and financing activities:

Offering costs included in accrued offering costs $ — $ 75,000

Deferred Fee payable $ — $ 9,800,000

Deferred legal fee payable $ 125,000 $ 100,000

accompanying notes are an integral part of these financial statements.

TO FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Lionheart Holdings (the “Company”)

is a blank check company incorporated as a Cayman Islands exempted corporation on February 21, 2024.

The Company was incorporated

for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry

or geographic region for purposes of consummating a Business Combination.

The Company is an early-stage and emerging growth company and,

as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.

of December 31, 2024, the Company had not commenced any operations.

All activity for the period from February 21, 2024 (inception)

through December 31, 2024 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to

the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues

until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form

of interest income on investments from the proceeds derived from the Initial Public Offering.

The Company has selected December 31

as its fiscal year end.

Company’s sponsor is Lionheart Sponsor, LLC (the “Sponsor”).

The Registration Statement on Form S-1 for the

Initial Public Offering, initially filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2024,

as amended (File No.

333-279751), was declared effective on June 17, 2024 (the “IPO Registration Statement”).

June 20, 2024, the Company consummated the initial public offering of 23,000,000 units of the Company at $ 10.00 per unit (the “Units”),

which included the full exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”) in the amount

of 3,000,000 units of the Company (“Option Units”) at $ 10.00 per Option Unit, which is discussed in Note 3 (the “Initial

Public Offering”), and the sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) to the Sponsor

and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering (“Cantor”), at

a price of $ 1.00 per Private Placement Warrant, or $ 6,000,000 in the aggregate, in a private placement that closed simultaneously with

the Initial Public Offering (the “Private Placement”).

Each Unit consists of one Class A ordinary share, par value $ 0.0001

per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units,

the “Public Shares”) and one-half of one redeemable warrant of the Company (the “Public Warrants” and together

with the Private Placement Warrants, the “Warrants”).

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased

4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

Each whole warrant entitles the holder

to purchase one Class A Ordinary Share at a price of $ 11.50 per share.

The Company’s management (“Management”)

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement,

although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred

underwriting commissions and taxes payable, if any).

costs amounted to $ 14,462,875 consisting of $ 4,000,000 of cash underwriting fee, $ 9,800,000 of deferred underwriting fee, and $ 662,875

of other offering costs.

Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least

80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes

payable, if any, on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Lionheart Holdings (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on February 21, 2024.

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.

As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target.

The Company’s sponsor is Lionheart Sponsor, LLC (the “Sponsor”).

As of December 31, 2025, the Company had not commenced any operations.

All activities for the period from February 21, 2024 (inception) through December 31, 2025 related to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination.

The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S.

Securities and Exchange Commission (the “SEC”) on May 28, 2024 (File No.

333-279751), was declared effective on June 17, 2024 (as amended, the “IPO Registration Statement”).

On June 20, 2024, the Company consummated the initial public offering of 23,000,000 units (the “Units”), which included the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 3,000,000 units of the Company (“Option Units”), at $ 10.00 per Unit, which is discussed in Note 3 (the “Initial Public Offering”).

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units, the “Public Shares”) and one-half of one redeemable warrant of the Company (each, a “Public Warrant”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to the Sponsor and Cantor Fitzgerald & Co.

(“Cantor”), the representative of the several underwriters of the Initial Public Offering (the “Underwriters”), at a price of $ 1.00 per Private Placement Warrant, or $ 6,000,000 in the aggregate, in a private placement that closed simultaneously with the Initial Public Offering (the “Private Placement”).

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share.

The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee (as defined in Note 6) and taxes payable, if any).

Transaction costs amounted to $ 14,462,875 consisting of $ 4,000,000 of cash underwriting fee, $ 9,800,000 of Deferred Fee, and $ 662,875 of other offering costs.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of the Deferred Fee and taxes payable, if any, on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

TO FINANCIAL STATEMENT

the closing of the Initial Public Offering, Management placed an aggregate of $ 10.00 per Unit sold in the Initial Public Offering in

a trust account (the “Trust Account”) that may only be invested in the U.S.

government securities with a maturity of 185 days

or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only

in direct U.S government securities, the holding of these assets in this form is intended to be temporary and for the sole purpose of

facilitating the intended Business Combination.

To mitigate the risk that the Company might be deemed to be an investment company for

purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the

Company may, at any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under

the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds

in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Except with respect to interest earned on the

funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering

and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the Company’s

initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business

Combination by June 20, 2026, or by such earlier liquidation date as the Company’s board of directors may approve unless further

extended by shareholder approval (the “Combination Period”), subject to applicable law, or (iii) the redemption of the

Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and

articles of association (the “Amended and Restated Charter”) to (A) modify the substance or timing of the Company’s

obligation to allow redemptions in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company

has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could

become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the

Public Shares (the “Public Shareholders”).

The Company will provide the Public Shareholders with the opportunity

to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection

with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender

offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days

prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less

taxes payable, if any), divided by the number of then outstanding Public Shares, subject to certain limitations.

The amount in the Trust

Account was approximately $ 10.28 per Public Share as of December 31, 2024 (before taxes payable, if any).

Ordinary Shares (as defined below) subject to redemption were recorded at a redemption value and classified as temporary equity upon

the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, if the

Company seeks shareholder approval, a majority of the issued and outstanding Ordinary Shares voted will be voted in favor of the Business

Company only has the duration of the Combination Period to complete the initial Business Combination.

If the Company is unable to complete

the Business Combination within the Combination Period, the Company will, as promptly as reasonably possible, but not more than

ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and

less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption

will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders

(including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under

Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

Sponsor, officers and directors have entered into the Letter Agreement, dated June 17, 2024, with the Company (the “Letter Agreement”),

pursuant to which they have agreed to (i) waive their redemption rights with respect to the Class B ordinary shares of the Company,

par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary

Shares”), initially purchased by the Sponsor in a private placement prior to the Initial Public Offering (“Founder Shares”)

and Public Shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with

respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the

Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating

distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business

Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account;

and (iv) vote

any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market

and privately-negotiated transactions) in favor of the initial Business Combination (except that any Public Shares such parties may purchase

in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

would not be voted in favor of approving the Business Combination).

TO FINANCIAL STATEMENT

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of

(i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation

of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable,

if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver

of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims

under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor

to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds

to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

the Company cannot assure investors that the Sponsor would be able to satisfy those obligations.

and Capital Resources

of December 31, 2024, the Company had $ 891,017 of cash and working capital surplus of $ 899,801 .

connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation

of Financials Statements – Going Concern,” the Company has sufficient funds for the working capital needs of the Company

until a minimum of one year from the date of issuance of the accompanying financial statement.

The Company cannot assure investors that

its plans to consummate an Initial Business Combination will be successful.

Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating

a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate

its business prior to its initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete

its Business Combination or because the Company becomes obligated to redeem a significant number of its Public Shares upon completion

of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business

Upon the closing of the Initial Public Offering, Management placed an aggregate of $ 10.00 per Unit sold in the Initial Public Offering in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”), acting as trustee.

The funds were invested in U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government securities, the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on Management’s ongoing assessment of all factors related to the potential the Company’s status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by June 20, 2026, or by such earlier liquidation date as the Company’s board of directors may approve unless further extended by shareholder approval (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemptions in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”).

The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to certain limitations.

The amount in the Trust Account was $ 10.70 per Public Share as of December 31, 2025 (before taxes payable, if any).

The Ordinary Shares (as defined in Note 5) subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding Ordinary Shares voted will be voted in favor of the Business Combination.

The Company only has the duration of the Combination Period to complete the initial Business Combination.

However, if the Company is unable to complete the Business Combination within the Combination Period, the Company will, as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Sponsor, officers and directors have entered into the Letter Agreement, dated June 17, 2024, with the Company (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to the Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations.

Liquidity, Capital Resources and Going Concern

As of December 31, 2025 and 2024, the Company had $ 230,540 and $ 891,017 of cash, respectively, and working capital surplus of $ 242,072 and $ 899,801 , respectively.

The Company uses the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes a Business Combination, the Company will repay the Working Capital Loans.

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

These warrants would be identical to the Private Placement Warrants.

As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding, respectively.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 20, 2026, to consummate a Business Combination, unless the Company seeks shareholder approval to amend the Amended and Restated Articles to extend the date by which it must consummate our initial Business Combination.

It is uncertain whether the Company will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

Management intends to consummate a Business Combination prior to June 20, 2026.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 20, 2026.

The Company will need to raise additional capital through loans or additional investments from the Sponsor or its officers, directors or their affiliates.

The Sponsor and the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statement is presented in U.S.

dollars and has been prepared in accordance with accounting principles generally

accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of

2022, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period, which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company that

is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

TO FINANCIAL STATEMENT

preparation of the financial statements in conformity with GAAP requires the Management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement

and the reported amounts of revenues and expenses during the reporting period.

estimates requires Management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the accompany financial statement, which Management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could differ significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company has $ 891,017 in cash and does not have any cash equivalents as of December 31, 2024.

Securities Held in Trust Account

Company’s portfolio of investments is comprised of cash and U.S.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

Basis of Presentation

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2022, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the accompanying financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Use of Estimates

The preparation of the accompanying financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires Management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company has $ 230,540 and $ 891,017 in cash at December 31, 2025 and 2024, respectively, and does no t have any cash equivalents as of December 31, 2025 and 2024.

Marketable Securities Held in Trust Account

The Company’s portfolio of investments is comprised of cash and U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments

held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities, which are

presented at fair value.

Gains and losses resulting from the change in fair value of these securities are included in income from investments

held in the Trust Account in the accompanying statement of operations.

The estimated fair values of investments held in the Trust Account

are determined using available market information.

At December 31, 2024, the assets held in the Trust Account of $ 236,335,105 were held

in money market funds.

Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs”, and SEC Staff

Accounting Bulletin Topic 5A,“Expenses of Offering.” Deferred offering costs consist principally of professional and registration

fees that are related to the Initial Public Offering.

FASB ASC Topic 470-20, “Debt with Conversion and Other Options” (“ASC

470-20”), addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

applies this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Warrants, using the residual

method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Public Shares.

costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private

Placement Warrants were charged to shareholders’ deficit.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term

A Ordinary Shares Subject to Possible Redemption

Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s

liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

accordance with FASB ASC Topic 480-10-S99,“Distinguishing Liabilities from Equity”, the Company classifies Public Shares

subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Public Shares were issued with other freestanding instruments (i.e., the Public Warrants) and as such, the initial carrying value of

the Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20.

The Company recognizes

changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption

value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion

from initial book value to redemption amount value.

The change in the carrying value of redeemable Public Shares will result in charges

against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of December 31, 2024, Class A Ordinary

Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit

section of the accompanying balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the

carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period.

decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid-in capital and

accumulated deficit.

TO FINANCIAL STATEMENT

of December 31, 2024, the Class A Ordinary Shares subject to redemption reflected in the accompanying balance sheet are reconciled in

the following table:

When the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities, which are presented at fair value.

Gains and losses resulting from the change in fair value of these securities are included in interest earned or change in fair value on cash and marketable securities held in the Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

At December 31, 2025 and 2024, the assets held in the Trust Account of $ 246,161,982 and $ 236,335,105 were held in money market funds, respectively.

Offering Costs

The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC Topic 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”), addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Public Shares.

Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination.

In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Public Shares were issued with other freestanding instruments (i.e., the Public Warrants) and as such, the initial carrying value of the Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20.

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable Public Shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable Public Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of December 31, 2025 and 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid-in capital and accumulated deficit.

As of December 31, 2025 and 2024, the Class A Ordinary Shares subject to redemption reflected in the accompanying balance sheets are reconciled in the following table:

Gross proceeds $ 230,000,000

$ 230,000,000

Proceeds allocated to Public Warrants ( 460,000 )

Class A Ordinary Shares issuance costs ( 14,417,130 )

( 14,417,130 )

Accretion of carrying value to redemption

Class A Ordinary Shares

subject to possible redemption, December 31, 2024

$ 236,335,105

Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an

asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Accretion of carrying value to redemption value 21,212,235

Class A Ordinary Shares subject to possible redemption, December 31, 2024 236,335,105

Accretion of carrying value to redemption value 9,826,877

Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 246,161,982

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

Management determined that the Cayman Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31,

2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s

tax provision was zero for the periods presented.

Income per Ordinary Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per

Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period.

associated with the redeemable Class A Ordinary Shares is excluded from income per ordinary share as the redemption value approximates

calculation of diluted net income does not consider the effect of the Public Warrants (including the full exercise of the Over-Allotment

Option) and the Private Placement Warrants to purchase an aggregate of 6,000,000 Class A Ordinary Shares in the calculation of diluted

income per share, because in the calculation of diluted income per share, their exercise is contingent upon future events.

diluted net income per share is the same as basic net income per share for the period from February 21, 2024 (inception) through December

All accretions associated with the redeemable Class A ordinary shares are excluded from earnings per share as the redemption

value approximates fair value.

TO FINANCIAL STATEMENT

following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts):

As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the periods presented.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period.

Accretion associated with the redeemable Class A Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The calculation of diluted net income does not consider the effect of the Public Warrants (including the full exercise of the Over-Allotment Option) and the Private Placement Warrants to purchase an aggregate of 6,000,000 Class A Ordinary Shares in the calculation of diluted income per share, because in the calculation of diluted income per share, their exercise is contingent upon future events.

As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the year ended December 31, 2025 and for the period from February 21, 2024 (inception) through December 31, 2024.

All accretions associated with the redeemable Class A Ordinary Shares are excluded from earnings per Ordinary Share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per-share amounts):

For the Year Ended

For the Period from

February 21, 2024

(Inception) Through

Class A Class B Class A Class B

Basic and diluted net income per Ordinary Share:

of net income

Basic weighted average

Ordinary Shares outstanding

Basic and diluted net

income per Ordinary Share

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution

and the cash held in the Trust Account, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition,

results of operations, and cash flows.

Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the

Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

“Improvements to Reportable Segment Disclosures”

(“ASU 2023-07”).

The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment

expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount

of other segment items included in the reported measure of segment profit or loss.

ASU 2023-07 requires that a public entity disclose

the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing

segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently

required by FASB ASC Topic 280, “Segment Reporting,” (“ASC 280”) in interim periods, and entities with a

single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment

disclosures in ASC 280.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 as required for the year ended

Allocation of net income, as adjusted $ 6,714,205 $ 2,238,068 $ 3,860,610 $ 1,979,046

Basic weighted average Ordinary Shares outstanding 23,000,000 7,666,667 14,210,191 7,284,501

Basic and diluted net income per Ordinary Share $ 0.29 $ 0.29 $ 0.27 $ 0.27

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution and the cash held in the Trust Account, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Warrant Instruments

The Company accounts for the Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The adoption required the Company to provide additional disclosure, but otherwise it does not materially impact the

accompanying financial statement.

does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material

effect on the accompanying financial statement.

PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company

sold 23,000,000 Units, which included the full exercise of the Over-Allotment Option in the amount of 3,000,000 Option Units, at

a purchase price of $ 10.00 per Option Unit.

INITIAL PUBLIC OFFERING

In the Initial Public Offering, the Company sold 23,000,000 Units, which included the full exercise of the Over-Allotment Option in the amount of 3,000,000 Option Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Public Share, and one-half of one Public Warrant.

Each whole Public

Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment.

No fractional

Public Warrants will be issued upon separation of the Units and only whole Public Warrants trade.

Each Public Warrant becomes exercisable

30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial

Business Combination, or earlier upon redemption or liquidation.

Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants trade.

Each Public Warrant becomes exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

PRIVATE PLACEMENT

Simultaneously

with the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 6,000,000 Private Placement Warrants at $ 11.50

per share, at a price of $ 1.00 per Private Placement Warrant, or $ 6,000,000 in the aggregate.

Of those 6,000,000 Private Placement Warrants,

the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

Each whole Private

Placement warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject

to adjustment.

TO FINANCIAL STATEMENT

Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are

held by the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A

Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned

or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration

rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than

five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 6,000,000 Private Placement Warrants at $ 11.50 per share, at a price of $ 1.00 per Private Placement Warrant, or $ 6,000,000 in the aggregate, in the Private Placement.

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

Each whole Private Placement Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering, except that, so long as they are held by the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

RELATED PARTY TRANSACTIONS

March 15, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, for which the Company issued

7,666,667 Founder Shares to the Sponsor.

Sponsor agreed not to transfer, assign or sell any of its Founder Shares and any Class A Ordinary Shares issued upon conversion

thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date

on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination

that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities

or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect

to any Founder Shares (the “Lock-up”).

Notwithstanding the foregoing, if (x) the closing price of the Class A Ordinary

Shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination

or (x) if the Company consummates a transaction after the initial Business Combination that results in the Company’s shareholders

having the right to exchange their Ordinary Shares for cash, securities or other property, the Founder Shares will be released from the

Note — Related Party

March 8, 2024, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public

Offering pursuant to a promissory note (the “IPO Promissory Note”).

This loan is non-interest bearing and was payable on

the earlier of December 31, 2024, or the date on which the Company consummates the Initial Public Offering.

The outstanding balance of

$ 180,000 was repaid at the closing of the Initial Public Offering on June 20, 2024, and borrowings under the IPO Promissory Note are

no longer available.

Legal Counsel

affiliate of the Company’s Sponsor, Lionheart Capital, LLC (“Lionheart Capital”), has engaged Jessica L.

LLC (“Wasserstrom”), to represent Lionheart Capital and its affiliated companies, as corporate general counsel and otherwise

in connection with any corporate and/or transactional matters.

The engagement letter between Lionheart Capital and Wasserstrom is for

an indefinite period only subject to termination rights of either party, of which no termination has occurred since the agreement was

Jessica Wasserstrom, the principal of Wasserstrom, currently holds the title of Chief Legal Officer of Lionheart Capital and

its affiliated companies.

connection therewith, Wasserstrom was specifically engaged by the Company to provide counsel for general corporate legal matters and,

as such, may be deemed to be a related party of the Company.

As of December 31, 2024, the Company incurred an aggregate of $ 175,000 of

legal fees from Wasserstrom.

On June 25, 2024, the Company paid $ 50,000 and the remaining $ 125,000 is recorded within deferred legal

fees since it is due at the time of the Business Combination.

Administrative

Services Agreement

on June 18, 2024, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $ 15,000 per month for

office space, utilities, and secretarial and Administrative Services.

For the period from February 21, 2024 (Inception) through

December 31, 2024, the Company incurred $ 95,000 in fees for these services, of which such amount is included in general and administrative

and formation costs in the accompanying statement of operations.

TO FINANCIAL STATEMENT

Sponsor, officers and directors have entered into the Letter Agreement, pursuant to which they have agreed to (i) waive their redemption

rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote

to approve an amendment to the Amended and Restated Charter (x) to modify the substance or timing of the Company’s obligation

to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not

consummated an initial Business Combination within the Combination Period or (y) with respect to any other material provisions relating

to shareholders’ rights or pre-initial Business Combination activity;

(iii) waive their rights to liquidating distributions

from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within

the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public

Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions

from assets outside the Trust Account;

and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after

the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination

(except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would

not be voted in favor of approving the Business Combination transaction).

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of

the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

Founder Shares

On March 15, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, for which the Company issued 7,666,667 Class B ordinary shares of the Company, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) to the Sponsor (such shares, the “Founder Shares”).

Pursuant to the Letter Agreement, the Sponsor agreed not to transfer, assign or sell any of its Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares (the “Lock-up”).

Notwithstanding the foregoing, if (x) the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination or (y) if the Company consummates a transaction after the initial Business Combination that results in the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

IPO Promissory Note — Related Party

On March 8, 2024, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”).

This loan is non-interest bearing and was payable on the earlier of December 31, 2024, or the date on which the Company consummates the Initial Public Offering.

The outstanding balance of $ 180,000 was repaid at the closing of the Initial Public Offering on June 20, 2024, and borrowings under the IPO Promissory Note are no longer available.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

General Legal Counsel

An affiliate of the Sponsor, Lionheart Capital, LLC (“Lionheart Capital”), has engaged Jessica L.

Wasserstrom, LLC (“Wasserstrom”), to represent Lionheart Capital and its affiliated companies, as corporate general counsel and otherwise in connection with any corporate and/or transactional matters.

The engagement letter between Lionheart Capital and Wasserstrom is for an indefinite period only subject to termination rights of either party, of which no termination has occurred since the agreement was executed.

Jessica Wasserstrom, the principal of Wasserstrom, currently holds the title of Chief Legal Officer of Lionheart Capital and its affiliated companies.

In connection therewith, Wasserstrom was specifically engaged by the Company to provide counsel for general corporate legal matters and, as such, may be deemed to be a related party of the Company.

As of December 31, 2025 and 2024, the Company incurred legal fees of $ 125,000 and $ 125,000 , respectively, from Wasserstrom, and $ 50,000 was paid on June 25, 2024.

The remaining balance of $ 200,000 and $ 75,000 as of December 31, 2025 and 2024, respectively, is recorded as deferred legal fees, which are payable upon the consummation of the Business Combination.

Administrative Services Agreement

Commencing on June 18, 2024, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 15,000 per month for office space, utilities, and secretarial and administrative services.

For the year ended December 31, 2025 and for the period from February 21, 2024 (inception) through December 31, 2024, the Company incurred and paid $ 180,000 and $ 95,000 in fees for these services, of which such amounts are included in operating and formation costs in the accompanying statements of operations, respectively.

Letter Agreement

The Sponsor, officers and directors have entered into the Letter Agreement, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (x) to the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (y) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity;

and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination transaction).

Working Capital Loans

If the Company completes a Business Combination, the Company would repay the Working Capital Loans.

that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay

the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000

of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.00 per warrant

at the option of the lender.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

These warrants would be identical to the Private Placement Warrants.

As of December 31, 2024, no such Working

Capital Loans were outstanding.

As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

COMMITMENTS AND CONTINGENCIES

and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the

ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict,

the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,

the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus

and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank

Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue

to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could

be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other

countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length

and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility

in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack

of liquidity in capital markets.

of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions

resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions,

could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company

may ultimately consummate an initial Business Combination.

holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion

of Working Capital Loans (and in each case holders of their underlying securities, as applicable)

have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any

other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration

rights agreement, dated June 17, 2024.

The holders of these securities are entitled to make up to three demands, excluding short form

demands, that the Company registers such securities.

In addition, the holders have certain piggyback registration rights with respect

to registration statements filed subsequent to the completion of the initial Business Combination.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

TO FINANCIAL STATEMENT

The underwriters had a 45 -day option from the date of the Initial Public

Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any.

On June 20, 2024, simultaneously

with the closing of the Initial Public Offering, the underwriter elected to fully exercise the Over-Allotment Option to purchase the additional

3,000,000 Option Units at a price of $ 10.00 per Option Unit.

underwriters were entitled to a cash underwriting discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the Units offered in the Initial

Public Offering, excluding any proceeds from Units sold pursuant to the Over-Allotment Option), paid at the closing of the Initial Public

Additionally, the underwriters are entitled to a deferred underwriting discount of 4.0 % of the gross proceeds of the Initial

Public Offering held in the Trust Account, other than those sold pursuant to the Over-Allotment Option and 6.0 % of the gross proceeds

sold pursuant to the Over-Allotment Option, amounting to $ 9,800,000 in the aggregate upon the completion of the Company’s initial

Business Combination subject to the terms of the underwriting agreement, dated June 17, 2024.

of December 31, 2024, the Company had a total of $ 175,000 of deferred legal fees to be paid to the Company’s legal advisors upon

consummation of the Business Combination, of which the Company paid $ 50,000 prior to the close of the Business Combination, and the remaining

$ 125,000 is included in the accompanying balance sheet as of December 31, 2024.

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, Venezuela, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights Agreement

The holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities, as applicable) have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated June 17, 2024, by and between the Company and certain security holders.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”).

On June 20, 2024, simultaneously with the closing of the Initial Public Offering, the Underwriters elected to fully exercise the Over-Allotment Option to purchase the additional 3,000,000 Option Units at a price of $ 10.00 per Option Unit.

The Underwriters were entitled to a cash underwriting discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the Over-Allotment Option), paid at the closing of the Initial Public Offering.

Additionally, the Underwriters are entitled to a deferred underwriting discount of (i) 4.0 % of the gross proceeds of the Initial Public Offering held in the Trust Account, other than those sold pursuant to the Over-Allotment Option and (ii) 6.0 % of the gross proceeds sold pursuant to the Over-Allotment Option, amounting to $ 9,800,000 in the aggregate upon the completion of the initial Business Combination subject to the terms of the underwriting agreement, dated June 17, 2024, by and between the Company and Cantor (the “Deferred Fee”).

Deferred Legal Fees

As of December 31, 2025 and 2024, the Company incurred legal fees of $ 300,000 and $ 175,000 , respectively, and $ 50,000 was paid on June 25, 2024.

The remaining balance of $ 250,000 and $ 125,000 as of December 31, 2025 and 2024, is recorded as deferred legal fees, which is payable upon the consummation of the Business Combination.

SHAREHOLDERS’ DEFICIT

Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

As of December 31, 2024, there were

no preferred shares issued or outstanding.

Ordinary Shares

Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each.

As of December 31, 2024,

there were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 Class A Ordinary Shares subject to possible redemption.

Ordinary Shares

Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each.

As of December 31, 2024,

there were 7,666,667 Class B Ordinary Shares issued and outstanding.

Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation

of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the

amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the

ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority

of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance)

so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate,

25 % of the sum of (i) the total number of all Class A Ordinary Shares outstanding upon the completion of the Initial Public

Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Class A Ordinary

Shares underlying the Private Placement Warrants), plus (ii) all Class A Ordinary Shares and equity-linked securities issued

or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities

issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants-equivalent warrants issued

to our Sponsor or any of its affiliates or to our officers or directors upon conversion of any Working Capital Loans) minus (iii) any

redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination;

provided that such conversion

of Founder Shares will never occur on a less than one-for-one basis.

TO FINANCIAL STATEMENT

of record of the Class A Ordinary Shares and Class B Ordinary Shares are entitled to one vote for each share held on all matters

to be voted on by shareholders.

Unless specified in the Amended and Restated Charter or as required by the Companies Act or stock exchange

rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Charter, which requires the affirmative vote of at

least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by

proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative

vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are

allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Charter, such actions include amending

the Amended and Restated Charter and approving a statutory merger or consolidation with another company.

There is no cumulative voting

with respect to the appointment of directors, meaning, following our initial Business Combination, the holders of more than 50 % of the

ordinary shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of the initial Business

Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors

and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution

required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a

transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of the Class A Ordinary Shares are not entitled

to vote on these matters during such time.

These provisions of the Amended and Restated Charter may only be amended if approved by a

special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation

of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or,

where proxies are allowed, by proxy at the applicable general meeting of the Company.

whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as

discussed herein.

The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will

expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier

upon redemption or liquidation.

Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation

to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares

underlying the Warrants is then effective and a prospectus relating thereto is current.

No Warrant will be exercisable and the Company

will not be obligated to issue a Class A Ordinary Share upon exercise of a Warrant unless the Class A Ordinary Share issuable

upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence

of the registered holder of the Warrants.

In the event that the conditions in the two immediately preceding sentences are not satisfied

with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value

and expire worthless.

Preference Shares

The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

As of December 31, 2025 and 2024, there were no preference shares issued or outstanding.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Class A Ordinary Shares

The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each.

As of December 31, 2025 and 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 Class A Ordinary Shares subject to possible redemption.

Class B Ordinary Shares

The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each.

As of December 31, 2025 and 2024, there were 7,666,667 Class B Ordinary Shares issued and outstanding.

The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Class A Ordinary Shares underlying the Private Placement Warrants), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of any Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination;

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Holders of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time, or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting (a “Special Resolution”), and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of Class A Ordinary Shares are not entitled to vote on these matters during such time.

These provisions of the Amended and Restated Articles may only be amended if approved by a Special Resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

At both December 31, 2025 and 2024, the Company had 11,500,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding.

Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current.

No Warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a Warrant unless the Class A Ordinary Share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless.

In no event will the Company be required to net cash settle any Warrant.

In the event that a registration statement

is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for

the Unit solely for the Public Share underlying such Unit.

the terms of the warrant agreement, dated June 17, 2024, the Company entered into with Continental Stock Transfer & Trust Company

(“Continental”), as warrant agent of our Public Warrants (the “Warrant Agreement”), the Company has agreed that,

as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will

use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration

statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of

the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days

following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable

upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement.

If a registration

statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60 th )

business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective

registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise

Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding

the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange

such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the

Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required

to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially

reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

TO FINANCIAL STATEMENT

the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the Public

Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number

of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of the Fair Market Value (as defined below)

of the Class A Ordinary Shares over the exercise price of the Public Warrants by (y) the average reported closing price of

the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which

the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants,

as applicable (the “Fair Market Value”).

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00

Company may redeem the outstanding Warrants:

In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the Unit solely for the Public Share underlying such Unit.

Under the terms of the warrant agreement, dated June 17, 2024, the Company entered into with Continental, as warrant agent of the Public Warrants (the “Warrant Agreement”), the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement.

If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of the Fair Market Value (as defined below) of the Class A Ordinary Shares over the exercise price of the Public Warrants by (y) the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, as applicable (the “Fair Market Value”).

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00

The Company may redeem the outstanding Warrants:

● in whole and not in part;

● at a price of $ 0.01 per Warrant;

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

● upon a minimum of 30 days’ prior written notice of redemption;

● if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of Class A Ordinary Shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

Additionally,

if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares,

or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or

similar event, the number of Class A Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such

increase in the outstanding Ordinary Shares.

A rights offering made to all or substantially all holders of Ordinary Shares entitling

holders to purchase Class A Ordinary Shares at a price less than the Fair Market Value will be deemed a share capitalization of

a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in

such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable

for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights

offering and (y) the fair market value.

For these purposes, (i) if the rights offering is for securities convertible into or

exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken

into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair

market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten (10) trading day

period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable

exchange or in the applicable market, regular way, without the right to receive such rights.

NOTE 8 — FAIR

VALUE MEASUREMENT

fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active

markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the

asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other

than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted

prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based

on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

TO FINANCIAL STATEMENT

1 assets include investments in money market funds that invest solely in U.S.

● if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of Class A Ordinary Shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares.

A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Class A Ordinary Shares at a price less than the Fair Market Value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the Fair Market Value.

For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) Fair Market Value means the volume weighted average price of Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

Level 1 assets include investments in money market funds that invest solely in U.S.

government securities.

At December 31, 2024, assets held

in the Trust Account were comprised of $ 236,335,105 in money market funds, which were invested primarily in U.S.

At December 31, 2025, assets held in the Trust Account were comprised of $ 246,161,982 in money market funds, which were invested primarily in U.S.

government securities.

issuance, the Public Warrants were valued using a Monte Carlo model.

The Public Warrants have been classified within shareholders’

deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market

assumptions used in the valuation of the Public Warrants:

At December 31, 2024, assets held in the Trust Account were comprised of $ 236,335,105 in money market funds, which were invested primarily in U.S.

government securities.

LIONHEART HOLDINGS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

At issuance, the Public Warrants were valued using a Monte Carlo model.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

Market price of Public Warrants $ 9.96

Term (years) 6.53

Risk-free rate 4.25 %

Volatility 7.2 %

SEGMENT INFORMATION

280 establishes standards for companies to report in their financial statement information about operating segments, products, services,

geographic areas, and major customers.

“Operating segments” are defined as components of an enterprise that engage in business

activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is

regularly evaluated by a CODM, or group, in deciding how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, Management

has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how

to allocate resources based on net income that also is reported on the statement of operations as net income.

The measure of segment assets

is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource

allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

PERIOD FROM FEBRUARY 21,

$ 236,335,105

PERIOD FROM FEBRUARY 21,

and administrative and formation costs

earned on marketable securities held in Trust Account

TO FINANCIAL STATEMENT

CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the Investment Management

Trust Agreement, dated June 17, 2024 , which the Company entered into with Continental,

as trustee of the Trust Account .

and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available

to complete a Business Combination or similar transaction within the Combination Period.

The CODM also reviews general and administrative

costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

and administrative costs, as reported on the accompanying statement of operations, are the significant segment expenses provided to the

CODM on a regular basis.

The accounting policies used to measure the profit and loss of the segment are the same as those described in

the summary of significant accounting policies.

FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

“Operating segments” are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, Management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the accompanying statements of operations as net income.

The measure of segment assets is reported on the accompanying balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

Cash and marketable securities held in Trust Account $ 246,161,982 $ 236,335,105

Cash $ 230,540 $ 891,017

Operating and formation costs $ 874,604 $ 495,449

Interest earned or change in fair value on cash and marketable securities held in Trust Account $ 9,826,877 $ 6,335,105

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated June 17, 2024, which the Company entered into with Continental, as trustee of the Trust Account.

Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period.

The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Operating and formation costs, as reported on the accompanying statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statement.

The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheets date up to the date that the accompanying financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements.

Agreement, dated June 17, 2024, by and between the Company and Cantor, as representative of the several underwriters.

and Restated Memorandum and Articles of Association.

4 unchanged sentences

Description of Registered Securities.

Management Trust Agreement, dated June 17, 2024, by and between the Company and Continental, as trustee.

Subscription Agreement dated March 8, 2024, by and between the Company and the Sponsor.

Promissory Note dated March 8, 2024, issued to the Sponsor.

of Indemnity Agreement.

Investment Management Trust Agreement, dated June 17, 2024, by and between the Company and Continental, as trustee.

Rights Agreement, dated June 17, 2024, by and among the Company and certain security holders therein.

4 unchanged sentences

Services Agreement, dated June 17, 2024, by and between the Company and an affiliate of the Sponsor.

of Indemnity Agreement.

Note, dated March 8, 2024, issued to the Sponsor.

of Code of Ethics.

6 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Policy Related to Recovery of Erroneously Awarded Compensation, adopted May 24, 2024.*

Executive Compensation Clawback Policy, adopted May 24, 2024.

Committee Charter.

13 unchanged sentences

Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

(1) Incorporated

by reference to the Company’s Registration Statement on Form S-1 (File No.

Filed herewith

Furnished herewith.

Incorporated by reference

to the Company’s Registration Statement on Form S-1 (File No.

333-279751), filed with the SEC on May 28, 2024.

(2) Incorporated

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June

Incorporated by reference

to the Company’s Current Report on Form 8-K, filed with the SEC on June 20, 2024.

Incorporated by reference

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 21, 2025.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

2 unchanged sentences

Lionheart Holdings

/s/ Ophir Sternberg

Ophir Sternberg

Chief Executive Officer

2 unchanged sentences

Registrant and in the capacities and on the dates indicated.

/s/ Ophir Sternberg

Executive Officer and Chairman of the Board of Directors

March 21, 2025

Ophir Sternberg

(Principal Executive Officer)

/s/ Paul Rapisarda

Chief Financial Officer

Executive Officer, President and Chairman of the Board of Directors

March 25, 2026

Executive Officer)

Paul Rapisarda

(Principal Financial and Accounting Officer)

/s/ Thomas Hawkins

Financial Officer

March 25, 2026

Financial and Accounting Officer)

Thomas Hawkins

/s/ Roger Meltzer

March 25, 2026

Roger Meltzer

/s/ Antony Sheriff

March 25, 2026

Antony Sheriff

/s/ Gila Cohen

March 25, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures