Material Event (Form 8-K)

Item 8.01. Other Events.

As previously disclosed, Lionheart Holdings (the "Company") has called an extraordinary general meeting of shareholders to be held on June 15, 2026 (the "Meeting") to approve an extension of time for the Company to complete an initial business combination through March 20, 2027 (the "Extension Proposal").

In connection with the Meeting, the deadline for holders of the Company's Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), issued in the Company's IPO to submit their shares for redemption is 5:00 p.m. Eastern time on June 11, 2026.

In connection with the Meeting, the Company and Lionheart Sponsor, LLC (the "Sponsor") have determined that they intend to enter into one or more Non-Redemption Agreement and Assignment of Economic Interests, substantially in the form attached hereto as Exhibit 10.1 (the "Non-Redemption Agreements"), with one or more unaffiliated shareholders of the Company, pursuant to which such shareholders would agree not to redeem (or validly withdraw and rescind any redemption requests on) their Class A ordinary shares (the "Non-Redeemed Shares") in connection with the Meeting. In consideration for the foregoing commitment not to redeem the Non-Redeemed Shares, the Sponsor anticipates agreeing to transfer and assign, or cause to be transferred and assigned, to such shareholders Class B ordinary shares, par value $0.0001 per share, of the Company (the "Class B ordinary shares"), held by the Sponsor and other holders (at a ratio to be negotiated between the parties but currently expected to be at or around one Class B ordinary share for every five Non-Redeemed Shares) promptly following the closing of the Company's initial business combination if such shareholders do not exercise their redemption rights with respect to their Non-Redeemed Shares in connection with the Meeting and the Extension Proposal is approved and effected.

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by the Company's shareholders at the Meeting but are expected to increase the amount of funds that remain in the Company's trust account following the Meeting, relative to the amount remaining in the trust account in the absence of the Non-Redemption Agreements.

NO ASSURANCES ARE MADE THAT A NON-REDEMPTION AGREEMENT OF ANY KIND WILL BE AGREED UPON OR CONSUMMATED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION AGREEMENT MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.

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

Important Information and Where to Find It

The Company has mailed to its shareholders of record as of May 15, 2026 a definitive proxy statement (the "Extension Proxy Statement") for the Meeting to approve the Extension Proposal. Shareholders may obtain a copy of the Extension Proxy Statement, without charge, by directing a request to: Lionheart Holdings, 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. The Extension Proxy Statement can also be obtained, without charge, at the U.S. Securities and Exchange Commission's (the "SEC") website (www.sec.gov).

The Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement, as well as other documents filed with the SEC, because these documents do and will contain important information about the Company and the Extension Proposal.

In connection with any proposed business combination, the Company expects to file relevant materials with the SEC, which may include a proxy statement, registration statement, and other documents. Investors and security holders are urged to read all such documents carefully and in their entirety when they become available, because they will contain important information about the Company, any target, and any proposed transaction. When available, these documents may be obtained free of charge at the SEC's website or from the Company.