Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Sternberg Ophir 2. Issuer Name and Ticker or Trading Symbol Lionheart Holdings [CUB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) 200 W CYPRESS CREEK ROAD, SUITE 500 3. Date of Earliest Transaction (Month/Day/Year) 06/18/2026 (Street) FORT LAUDERDALE, FL 33309 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares, par value $0.0001 per share 06/18/2026 C(1) 3,000,000 A (1) 3,000,000 I See footnote(1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Ordinary Shares, par value $0.0001 per share

(1)

06/18/2026

C(1)

3,000,000

(1)

(1)

Class A Ordinary Shares

3,000,000

$ 0

4,666,667

I

See footnote(1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sternberg Ophir 200 W CYPRESS CREEK ROAD, SUITE 500 FORT LAUDERDALE, FL 33309	X	X	Chairman, President & CEO
Lionheart Sponsor, LLC 200 W CYPRESS CREEK ROAD, SUITE 500 FORT LAUDERDALE, FL 33309		X

Signatures

/s/ Ophir Sternberg		06/30/2026
**Signature of Reporting Person		Date
Lionheart Sponsor, LLC By: Ophir Sternberg, its managing member By: /s/ Ophir Sternberg		06/30/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported shares of Lionheart Holdings (the "Issuer") are directly held by Lionheart Sponsor LLC (the "Sponsor"). Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association, as amended, the Class B Ordinary Shares will automatically convert into the Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination at the option of the holders thereof at any time and from time to time, in each case on a one-for-one basis, subject to adjustment as set forth therein, for no additional consideration. The Class B ordinary shares have no expiration date. On June 18, 2026, the Sponsor elected to convert 3,000,000 Class B Ordinary Shares into 3,000,000 Class A Ordinary Shares.

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