Material Agreement, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed by Lionheart Holdings (the "Company"), the Company held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting"), at which the Company's shareholders approved a proposal to amend the Company's Amended and Restated Articles of Association to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities from June 20, 2026 to March 20, 2027 (the "Extension Amendment").

In connection with the Extraordinary General Meeting and the Extension Amendment, the Company entered into certain non-redemption agreements (the "Non-Redemption Agreements") with unaffiliated institutional investors (the "Holders"), in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 15,879,072 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") held by the Holders. In consideration of the foregoing agreement, the Company shall issue to the Holders an aggregate of 3,175,814 additional Class A Ordinary Shares (the "New Shares") substantially concurrently with or immediately after, the closing of an initial business combination. The Holders will be entitled to the same registration rights set forth in that certain Registration Rights Agreement, dated as of June 17, 2024, among the Company and the other parties thereto, in respect of all the New Shares held by the Holders. The Company did not enter into any non-redemption agreements with the Holders and Lionheart Sponsor, LLC, the Company's sponsor, as the Company disclosed it intended to do in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2026.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On June 22, 2026, the Company filed the Extension Amendment with the Cayman Islands Registrar of Companies. The terms of the Extension Amendment are incorporated herein by reference. A copy of the Extension Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.