Lionheart Holdings

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Interim Financial Statements”.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”.

Previous wording

For the three months ended March 31, 2025, we had net income of $2,198,698, which consists of dividend income on marketable securities held in the Trust Account of $2,447,259, offset by general and administrative and formation costs of $248,561.

Current wording

For the period from February 21, 2024 (inception) through June 30, 2024, we had net income of $107,218, which consists of interest income on marketable securities held in the Trust Account of $240,830, offset by operating costs of $133,612.

Previous wording

For the three months ended March 31, 2025, cash used in operating activities was $193,339. Net income of $2,198,698 was affected by dividend earned on marketable securities held in the Trust Account of $2,447,259. Changes in operating assets and liabilities used $55,222 of cash for operating activities.

Current wording

For the six months ended June 30, 2025, cash used in operating activities was $321,655. Net income of $4,446,406 was affected by interest earned on marketable securities held in the Trust Account of $4,925,132. Changes in operating assets and liabilities used $157,071 of cash for operating activities.

Previous wording

For the period from February 21, 2024 (inception) through March 31, 2024, cash used in operating activities was $21,943. Net loss of $22,260 was affected by payment of formation costs through the IPO Promissory Note of $5,000. Changes in operating assets and liabilities used $4,683 of cash for operating activities.

Current wording

For the period from February 21, 2024 (inception) through June 30, 2024, cash used in operating activities was $392,113. Net income of $107,218 was affected by interest earned on marketable securities held in the Trust Account of $240,830 and payment of formation costs through promissory note of $5,000. Changes in operating assets and liabilities used $263,501 of cash for operating activities.

Previous wording

As of March 31, 2025, we had marketable securities held in the Trust Account of $238,782,364 (including $8,782,364 of interest income) consisting of the U.S. Department of the Treasury bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management’s ongoing assessment of all factors related to our 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

Current wording

As of June 30, 2025, we had marketable securities held in the Trust Account of $241,260,237 (including $11,260,237 of interest income) consisting of a money market fund. We may withdraw interest from the Trust Account to pay taxes, if any. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management’s ongoing assessment of all factors related to our 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

Previous wording

As of March 31, 2025, we had cash of $697,678. We intend to use 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.

Current wording

As of June 30, 2025, we had cash of $569,362. We intend to use 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.

Previous wording

Commencing on June 18, 2024, and until completion of our initial Business Combination or liquidation, we reimburse an affiliate of our Sponsor $15,000 per month for certain office space, utilities and secretarial and administrative services as may be reasonably required by our Company pursuant to the Administrative Services Agreement. Under the Administrative Services Agreement, there was $45,000 and $0 incurred for the three months ended March 31, 2025 and for the period from February 21, 2024 (inception) through March 31, 2024.

Current wording

Commencing on June 18, 2024, and until completion of our initial Business Combination or liquidation, we reimburse an affiliate of our Sponsor $15,000 per month for certain office space, utilities and secretarial and administrative services as may be reasonably required by our Company pursuant to the Administrative Services Agreement. Under the Administrative Services Agreement, there was $45,000 and $90,000 incurred for the three and six months ended June 30, 2025.

Previous wording

In connection therewith, Wasserstrom was specifically engaged by us to provide counsel for general corporate legal matters. As of March 31, 2025, we incurred an aggregate of $225,000 of legal fees from Wasserstrom, which were recorded within accrued offering costs in the financial statements included in this Report under Item 1. “Financial Statements”. On June 25, 2024, we paid $50,000 and the remaining $175,000 is recorded within deferred legal fees since it is due at the time of the Business Combination.

Current wording

In connection therewith, Wasserstrom was specifically engaged by us to provide counsel for general corporate legal matters. As of June 30, 2025, we incurred an aggregate of $250,000 of legal fees from Wasserstrom, which were recorded within accrued offering costs in the financial statements included in this Report under Item 1. “Financial Statements”. On June 25, 2024, we paid $50,000 and the remainder ($125,000 at December 31, 2024) is recorded within deferred legal fees since it is due at the time of the Business Combination.