Lionheart Holdings

This Item 8.01 of this Current Report on Form 8-K may contain “forward-looking statements” with respect to Lionheart and KEO Energy. The expectations, estimates, and projections of the businesses of KEO Energy and Lionheart may differ from their actual results and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include, without limitation, the expected listing of the combined company’s ordinary shares, the expected composition of the combined company’s board of directors, the indicative valuation, expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of Lionheart and KEO Energy and are difficult to predict. Factors that may cause such differences include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent definitive agreements with respect to the proposed business combination, and the possibility that the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set forth in the letter of intent, (b) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto; (c) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Lionheart and KEO Energy, OFAC authorization and Venezuelan governmental approvals, or other conditions to closing; (d) changes in applicable sanctions or in Venezuelan law, including the Law Amending the Organic Law on Hydrocarbons; (e) the results of due diligence, including any resulting change to the indicative valuation; (f) the inability to obtain or maintain the listing of the combined company’s securities on the Nasdaq Stock Market LLC or another national securities exchange following the proposed business combination; (g) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (h) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (i) costs related to the proposed business combination; (j) changes in applicable laws or regulations; and (k) other risks and uncertainties included in documents filed or to be filed with the SEC by Lionheart, KEO Energy and the combined company. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Lionheart and KEO Energy do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law.