DEF 14A of Lionheart Holdings
Filed May 28, 20260001213900-26-062231
Q: What interests do the Sponsor and the Company’s directors and officers have in the approval of the proposals?
Q: What interests do the Sponsor and the Company’s directors and officers have in the approval of the proposals? A: The Sponsor and the Company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of Class B Ordinary Shares, the ownership of the private placement warrants that may become exercisable in the future, interests in the Contributors and the possibility of future compensatory arrangements. See the section entitled “Proposal No. 1 — The Extension Amendment Proposal —Interests of the Sponsor and the Company’s Directors and Officers.”
Interests of the Sponsor and the Company’s Directors and Officers
Interests of the Sponsor and the Company’s Directors and Officers When you consider the recommendation of our Board, you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
Interests of the Sponsor and the Company’s Directors and Officers
| ● | If the Extension is not approved, the Company would be forced to liquidate. If the Company liquidates without completing a Business Combination, the 7,666,667 Class B ordinary shares of the Company and 4,000,000 private placement warrants to purchase Class A Ordinary Shares held by the Sponsor (whose members include certain of our directors and officers), and 2,000,000 private placement warrants to purchase Class A Ordinary Shares held by Cantor Fitzgerald & Co., will be worthless. The Class B Ordinary Shares had an aggregate market value of approximately $82.9 million based on the last sale price of $10.81 on Nasdaq on May 26, 2026 and the private placement warrants had an aggregate market value of approximately $801,000 based on the last sale price of $0.1335 on Nasdaq on May 26, 2026; |
Interests of the Sponsor and the Company’s Directors and Officers
| ● | If we do not successfully consummate a Business Combination, the Sponsor and Cantor Fitzgerald & Co. will lose their investment in the Company, which totals approximately $6.0 million in value as of May 27, 2026 (which represents the amount initially paid for Class B Ordinary Shares and private placement warrants), and the potential loss of this investment could incentivize the Sponsor and its affiliates to pursue a Business Combination transaction on unfavorable terms in order to avoid a liquidation and a loss of its investment; |
Interests of the Sponsor and the Company’s Directors and Officers
| ● | All rights specified in the Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a Business Combination. If the Extension is not approved, and the Company liquidates without completing a Business Combination, so that the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions; |
Interests of the Sponsor and the Company’s Directors and Officers
| ● | In order to protect the amounts held in the Trust Account, the Sponsor and our directors and officers have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial Business Combination before the Deadline Date. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination by the Deadline Date. |
Interests of the Sponsor and the Company’s Directors and Officers
| ● | None of the Company’s officers or directors has received any cash compensation for services rendered to the Company, and all of the current officers and directors are expected to continue to serve in their roles at least through the date of the Extraordinary General Meeting and may continue to serve following any potential Business Combination and receive compensation thereafter; and |
Interests of the Sponsor and the Company’s Directors and Officers
| ● | The Sponsor and the Company’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing a Business Combination and repayment of outstanding loans, including the Contributions. If the Extension is not approved, and the Company liquidates without completing a Business Combination, they will not have any claim against the Trust Account for reimbursement so that the Company will most likely be unable to reimburse such expenses. As of the date of this proxy statement, there are no material reimbursable out-of-pocket expenses. |