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Lionheart Holdings

For the period ended Jun 15, 2026. Filed May 28, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 15, 2026 · Filed May 28, 2026

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DEF 14A 1 ea0292101-def14a_lionheart.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

Lionheart Holdings

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(l) and 0-11.

**LIONHEART HOLDINGS

200 W Cypress Creek Road, Suite 500

Fort Lauderdale, Florida 33309

**NOTICE OF THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JUNE 15, 2026

Dear Shareholders of Lionheart Holdings:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Lionheart Holdings, a Cayman Islands exempted company (the “Company”, “we”, “us” or “our”), will be held on June 15, 2026, at 11:00 AM, Eastern Time, at the offices of the Company, located at 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The Extraordinary General Meeting will be held to consider and vote upon the following proposals:

1.Proposal No. 1 — The Extension Amendment Proposal — as a special resolution, to amend the Company’s Amended and Restated Articles of Association (the “Charter”) in the form set forth below and in Annex A of the accompanying proxy statement to extend (the “Extension”) the date (the “Deadline Date”) by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a “Business Combination”) from June 20, 2026 for a nine month period to March 20, 2027 (the “Extension Amendment Proposal”);

The full text of the special resolution to be considered, and if thought fit, passed is as follows:

“RESOLVED, as a special resolution, that with immediate effect the Company’s amended and restated articles of association be amended by replacing the existing definition of “Completion Window” in Article 1.1 with the following:

a)commencing on, and including, the closing date of the IPO; and
b)ending on the date that is thirty three (33) months after the closing date of the IPO, or such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.”
2.Proposal No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal(the “Adjournment Proposal”).

The text of the ordinary resolution is as follows:

“RESOLVED, as an ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.”

The above matters are more fully described in the accompanying proxy statement.We urge you to read carefully the accompanying proxy statement in its entirety.

The purpose of the Extension Amendment Proposal is to allow the Company additional time to complete an initial Business Combination.

If the Extension Amendment Proposal is not approved, the Company would be forced to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds, 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 Trust Account (which interest shall be net of taxes payable and less up to US$100,000 of interest to pay dissolution expenses and), divided by the number of public shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) subject to appliable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants if we fail to complete a Business Combination by the applicable Deadline Date.

The Board believes that it is in the best interests of the Company’s shareholders to adopt the Extension Amendment Proposal in order for the Company to have additional time to complete an initial Business Combination.

The Company’s securities are listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “CUBWU”, “CUB” and “CUBWW”, respectively.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, if we determine that additional time is necessary or convenient to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal.

Approval of the Extension Amendment Proposal a requires a special resolution under Cayman Islands law, being a resolution passed by a majority of at least two-thirds of the holders of Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) as being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. The Extension Amendment Proposal is not conditioned on the approval of any other proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the holders of the Ordinary Shares as being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient tabulated votes to approve the Extension Amendment Proposal at the Extraordinary General Meeting.

In connection with the Extension, holders (“public shareholders”) of the Company’s Class A ordinary shares, par value of $0.0001 per share, issued as part of the units sold in the Company’s initial public offering (the “public shares”) will be provided with the opportunity to redeem their public shares upon the effectiveness 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 (which interest shall be net of taxes payable), divided by the number of public shares then in issue, regardless of how such public shareholders vote on the Extension Amendment Proposal or if they vote at all and regardless of whether they hold public shares on the Record Date established for the Extraordinary General Meeting. Such redemption rights are not available to our Sponsor, all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

The deadline for demanding redemption is 5:00 p.m., Eastern Time, on June 11, 2026. If the Extension is approved by the requisite vote of shareholders, the remaining public shareholders will retain their right to redeem their public shares upon consummation of our Business Combination, subject to any limitations set forth in the Charter, as amended. In addition, public shareholders will be entitled to have their public shares redeemed for cash if the Company has not completed a Business Combination by the applicable Deadline Date and does not or cannot further extend the Deadline Date.

Based upon the amount held in the Trust Account as of May 27, 2026, which was approximately $250 million (including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable)), the Company estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $10.87 at the time of the Extraordinary General Meeting. The closing price of one Class A Ordinary Share on Nasdaq on May 26, 2026 was $10.81. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.06 more per share than if such shareholder sold its public shares in the open market. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the estimated redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

Pursuant to our Charter, a public shareholder will be provided with the opportunity to redeem all or a portion of such holder’s public shares for cash if the Extension Amendment Proposal is approved and implemented. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you, prior to 5:00 p.m. Eastern Time, on June 11, 2026:

●hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
●submit a written request to Continental Stock Transfer & Trust Company, the Company’s transfer agent and trustee, including the legal name, phone number and address of the beneficial owner of the public shares for which redemption is requested, that the Company redeem all or a portion of your public shares for cash; and
●deliver your share certificates for public shares (if any) along with other applicable redemption forms to Continental Stock Transfer & Trust Company, physically or electronically through The Depository Trust Company.

Holders of units of the Company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so.Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal, or do not vote at all, and regardless of whether they hold their public shares on the Record Date.

You are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection herewith, you will retain the right to vote on a Business Combination when it is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider a Business Combination) and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a Business Combination is approved and completed or in the event that the Company has not consummated a Business Combination by the applicable Deadline Date.

If the Extension Amendment Proposal is approved and implemented, such approval will constitute consent for the Company to, on effectiveness of such Extension Amendment Proposal, (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of public shares then in issue, subject to applicable law and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The funds remaining in the Trust Account after the removal of such Withdrawal Amount shall be available for use by the Company to complete a Business Combination on or before the applicable Deadline Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a Business Combination through the applicable Deadline Date.

The withdrawal of the Withdrawal Amount will reduce the amount held in the Trust Account, and the amount remaining in the Trust Account may be significantly less than the approximately $250 million that was in the Trust Account as of May 27, 2026. In such an event, the Company may need to obtain additional funds to complete its Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Only shareholders of record of the Company as of the close of business on May 15, 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournments and/or postponements thereof. Each Ordinary Share entitles the holder thereof to one vote. On the Record Date, there were 30,666,667 Ordinary Shares issued and outstanding, including 23,000,000 Class A Ordinary Shares and 7,666,667 Class B Ordinary Shares. On the Record Date, the Sponsor, the Company’s directors, officers and their affiliates and permitted transferees (collectively, the “Insiders”) beneficially owned and were entitled to vote an aggregate of 7,666,667 Ordinary Shares, which represents approximately 25% of the Company’s issued and outstanding Ordinary Shares. Subsequent to the Record Date, the Sponsor may convert some of its Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis, although it has not committed at this time to do so. Any such conversion will not have any effect on the Proposals or the number of votes needed to approve the proposals as set forth in this Proxy Statement. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. The Company’s warrants do not have voting rights in connection with the proposals.

Your vote is important. Proxy voting permits shareholders unable to attend the Extraordinary General Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Extraordinary General Meeting by following the instructions included in this proxy statement and on the proxy card. It is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

By Order of the Board,

/s/ Ophir Sternberg

Ophir Sternberg

Chief Executive Officer

**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

EXTRAORDINARY GENERAL MEETING TO BE HELD ON JUNE 15, 2026

This Notice of Extraordinary General Meeting and Proxy Statement are available at: http://www.cstproxy.com/lionheartholdings/2026.

**LIONHEART HOLDINGS

200 W Cypress Creek Road, Suite 500

Fort Lauderdale, Florida 33309

**PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING

LIONHEART HOLDINGS

Dear Shareholders of Lionheart Holdings:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Lionheart Holdings, a Cayman Islands exempted company (the “Company,” “we,” “us” or “our”), to be held on June 15, 2026, at 11:00 AM, Eastern Time, at the offices of the Company, located at 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be postponed or adjourned. The accompanying proxy statement is dated May 28, 2026, and is first being mailed to shareholders of the Company on or about May 29, 2026.

Please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Extraordinary General Meeting. Even if you plan to attend the Extraordinary General Meeting in person, it is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented by proxy at the Extraordinary General Meeting if you are unable to attend in person. Instructions on how to complete your proxy are on the proxy materials you received for the Extraordinary General Meeting. The Extraordinary General Meeting is being held to consider and vote upon the following proposals:

1.Proposal No. 1 — The Extension Amendment Proposal — as a special resolution, to amend the Company’s Amended and Restated Articles of Association (the “Charter”) in the form set forth in Annex A of the accompanying proxy statement to extend (the “Extension”) the date (the “Deadline Date”) by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a “Business Combination”) from June 20, 2026 for a nine month period to March 20, 2027 (the “Extension Amendment Proposal”); and
2.Proposal No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal(the “Adjournment Proposal”).

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The purpose of the Extension Amendment Proposal is to allow the Company additional time to complete an initial Business Combination.

If the Extension Amendment Proposal is not approved, the Company would be forced to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds, 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 Trust Account (which interest shall be net of taxes payable and less up to US$100,000 of interest to pay dissolution expenses), divided by the number of public shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the directors of the Company, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants if we fail to complete a Business Combination by the applicable Deadline Date.

The Board believes that it is in the best interests of the Company’s shareholders to adopt the Extension Amendment Proposal in order for the Company to have additional time to complete an initial Business Combination.

The Company’s securities are listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “CUBWU”, “CUB” and “CUBWW”, respectively.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, if we determine that additional time is necessary or convenient to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal.

In connection with the Extension, holders (“public shareholders”) of the Company’s Class A ordinary shares, par value of $0.0001 per share, issued as part of the units sold in the Company’s initial public offering (the “public shares”) will be provided with the opportunity to redeem their public shares upon the effectiveness 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 (which interest shall be net of taxes payable), divided by the number of public shares then in issue, regardless of how such public shareholders vote on the Extension Amendment Proposal or if they vote at all and regardless of whether they hold public shares on the Record Date established for the Extraordinary General Meeting. Such redemption rights are not available to our Sponsor, all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

The deadline for demanding redemption is 5:00 p.m., Eastern Time, on June 11, 2026. If the Extension is approved by the requisite vote of shareholders, the remaining public shareholders will retain their right to redeem their public shares upon consummation of our Business Combination, subject to any limitations set forth in the Charter, as amended. In addition, public shareholders will be entitled to have their public shares redeemed for cash if the Company has not completed a Business Combination by the applicable Deadline Date and does not or cannot further extend the Deadline Date.

Based upon the amount held in the Trust Account as of May 15, 2026, which was approximately $250 million (including interest not previously released to the Company to pay its taxes), the Company estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable) will be approximately $10.87 at the time of the Extraordinary General Meeting. The closing price of one Class A Ordinary Share on Nasdaq on May 26, 2026 was $10.81. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.06 more per share than if such shareholder sold its public shares in the open market. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the estimated redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

Pursuant to our Charter, a public shareholder will be provided with the opportunity to redeem all or a portion of such holder’s public shares for cash, if the Extension Amendment Proposal is approved and implemented. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you, prior to 5:00 p.m., Eastern Time, on June 11, 2026:

●(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
●submit a written request to Continental Stock Transfer & Trust Company, the Company’s transfer agent and trustee, including the legal name, phone number and address of the beneficial owner of the public shares for which redemption is requested, that the Company redeem all or a portion of your public shares for cash; and
●deliver your share certificates for public shares (if any) along with other applicable redemption forms to Continental Stock Transfer & Trust Company, physically or electronically through The Depository Trust Company.

Holders of units of the Company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so.Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal, or do not vote at all, and regardless of whether they hold their public shares on the Record Date.

Approval of the Extension Amendment Proposal a requires a special resolution under Cayman Islands law, being a resolution passed by a majority of at least two-thirds of the holders of Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. The Extension Amendment Proposal is not conditioned on the approval of any other proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the holders of the Ordinary Shares as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient tabulated votes to approve the Extension Amendment Proposal at the Extraordinary General Meeting.

The Board has fixed the close of business on May 15, 2026, as the record date for the Extraordinary General Meeting (the “Record Date”). Only shareholders of record on May 15, 2026, are entitled to notice of and to vote at the Extraordinary General Meeting or any adjournments and/or postponements thereof. On the Record Date, the Sponsor, the Company’s directors, officers and their affiliates and permitted transferees (collectively, the “Insiders”) beneficially owned and were entitled to vote an aggregate of 7,666,667 Ordinary Shares, which represents approximately 25% of the Company’s issued and outstanding Ordinary Shares. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection herewith, you will retain the right to vote on a Business Combination when it is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider a Business Combination) and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a Business Combination is approved and completed or in the event that the Company has not consummated a Business Combination by the applicable Deadline Date.

To ensure your representation at the Extraordinary General Meeting, you are urged to complete, sign, date and return your proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the Extraordinary General Meeting.

A shareholder’s failure to vote in person or by proxy will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Extraordinary General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting.

On behalf of our Board, we would like to thank you for your support of Lionheart Holdings

By Order of the Board,

/s/ Ophir Sternberg

Ophir Sternberg

Chief Executive Officer and Director

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2)(A) SUBMIT A WRITTEN REQUEST, INCLUDING THE NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT BY 5:00 P.M., EASTERN TIME, ON JUNE 11, 2026, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (B) TENDER OR DELIVER YOUR PUBLIC SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

This proxy statement is dated May 28, 2026

and is first being mailed to our shareholders with the form of proxy on or about May 29, 2026.

IMPORTANT

Whether or not you expect to attend the Extraordinary General Meeting, you are respectfully requested by the Board to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING2
RISK FACTORS13
THE EXTRAORDINARY GENERAL MEETING16
PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL19
PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL33
BENEFICIAL OWNERSHIP OF SECURITIES35
SHAREHOLDER PROPOSALS37
DELIVERY OF DOCUMENTS TO SHAREHOLDERS37
WHERE YOU CAN FIND MORE INFORMATION37
ANNEX AA-1

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