Lionheart Holdings (CUB) Signs Non-Redemption Deal to Extend SPAC Dead

Lionheart Holdings (CUB) Signs Non-Redemption Deal to Extend SPAC Deadline

Lionheart Holdings is offering bonus shares to investors who agree not to cash out before a shareholder vote that would give the SPAC nine more months to close a deal.

By the FiledFeed automated desk Jun 22, 2026 9:30 PM ET

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Lionheart Holdings (CUB) has entered into a non-redemption agreement with an unnamed investor, according to an 8-K filed June 22, 2026. Under the deal, the investor agrees to hold its shares and not cash them in at an upcoming shareholder meeting, where shareholders will vote on extending the SPAC's deadline to complete an acquisition by nine months, to March 20, 2027. In return, if the extension passes and a deal is eventually completed, Lionheart will issue the investor additional shares — called "Promote Shares" — at no extra cost.

Lionheart Holdings (Nasdaq: CUB), a special purpose acquisition company (SPAC — a shell company formed specifically to find and merge with a private business), has signed a non-redemption agreement with an investor ahead of an upcoming shareholder meeting, according to an 8-K (a filing companies use to report major news) filed with the SEC on June 22, 2026.

What Is a Non-Redemption Agreement?

SPACs hold shareholder money in a trust account while they search for a company to acquire. Before key votes, shareholders can "redeem" (cash out) their shares and get their money back from the trust. When too many shareholders redeem, it can leave the SPAC without enough cash to close a deal.

To prevent that, Lionheart has offered an incentive: if the investor keeps its shares and does not redeem them at the upcoming meeting, Lionheart will issue that investor additional shares — called "Promote Shares" — for free, but only after an acquisition deal actually closes.

The Extension Vote

Lionheart said it plans to hold an extraordinary general meeting (a special shareholder vote) to approve a nine-month extension of its deadline to complete an initial business combination (its first acquisition deal). If approved, the new deadline would be March 20, 2027.

Key Terms of the Deal

The investor must hold its shares at the time of the meeting and not redeem them.
The number of "Investor Shares" covered by this agreement is capped at 9.9% of the public shares that are not being redeemed, including shares covered by similar agreements with other investors.
The free bonus shares (Promote Shares) will only be issued after a deal closes — they do not carry rights to money held in the trust account and cannot vote alongside regular public shares on any acquisition.
The investor must sign on to Lionheart's existing Registration Rights Agreement (an agreement giving shareholders the right to have their shares registered for public resale), dated June 17, 2024, before receiving the Promote Shares.
Lionheart agreed that the investor's name would not be disclosed in public filings unless required by law.

Most-Favored-Nation Protection

The agreement includes a "most favored nation" clause, meaning if Lionheart strikes a better deal with any other investor in a similar agreement — specifically a more favorable ratio of held shares to bonus shares — Lionheart must notify this investor and offer the same improved terms.

Termination

The agreement automatically ends if shareholders vote down the extension, if Lionheart is liquidated or dissolved, or if the investor ultimately redeems its shares anyway.

Lionheart said it will file a press release or additional SEC report disclosing all material terms of the deal by 9:30 a.m. New York time on the first business day after the shareholder meeting.

Key facts

Lionheart Holdings (CUB) filed an 8-K on June 22, 2026 disclosing a non-redemption agreement.

The agreement offers an unnamed investor free bonus shares ('Promote Shares') in exchange for not redeeming public shares at an upcoming shareholder meeting.

Lionheart plans to ask shareholders to extend its acquisition deadline by nine months, to March 20, 2027.

The investor's shares covered by the deal are capped at 9.9% of the public shares not being redeemed.

Promote Shares will only be issued after an initial business combination (acquisition) closes.

Promote Shares carry no rights to trust account funds and cannot vote with public shares on any deal.

The deal includes a most-favored-nation clause protecting the investor if other investors receive better terms.

The existing Registration Rights Agreement is dated June 17, 2024.

Why it matters

For retail investors holding CUB shares, this filing signals that Lionheart has not yet completed an acquisition and needs more time — the proposed extension to March 20, 2027 adds nine months to the clock. The non-redemption agreement is a common SPAC tactic to reduce cash outflows from the trust before key votes, but it comes at a cost: existing shareholders will eventually be diluted by the free Promote Shares issued to the participating investor once a deal closes. The most-favored-nation clause suggests Lionheart may be signing similar agreements with multiple investors, potentially increasing total dilution. Shareholders who were considering redeeming their shares should note that this meeting and vote are approaching.

Frequently asked

What is Lionheart Holdings asking shareholders to vote on?

Lionheart is asking shareholders to approve a nine-month extension of its deadline to complete an acquisition, which would push the cutoff date to March 20, 2027.

What does the investor get in return for not redeeming their shares?

The investor will receive additional shares, called Promote Shares, for free — but only after Lionheart actually closes an acquisition deal. If no deal closes, no bonus shares are issued.

Can the investor still get their money back from the trust?

Under this agreement, the investor has agreed not to redeem the specific shares covered by the deal at this particular meeting. However, the agreement does not restrict the investor from redeeming other public shares they may hold.

What happens if shareholders vote against the extension?

If shareholders do not approve the extension at the meeting, this non-redemption agreement automatically terminates and Lionheart has no obligation to issue the Promote Shares.

What the filing reported

1.01 Entry into a Material Agreement

5.03 Amendments to Articles / Bylaws (incl. name change)

9.01 Financial Statements & Exhibits