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Form 4 Lionheart Holdings For: Jun 18 Filed by: Sternberg Ophir

June 30, 2026 4:57 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Sternberg Ophir
(Last) (First) (Middle)
200 W CYPRESS CREEK ROAD, SUITE 500
(Street)
FORT LAUDERDALE FL 33309
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lionheart Holdings [ CUB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares, par value $0.0001 per share 06/18/2026 C (1) 3,000,000 A (1) 3,000,000 I See footnote (1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Ordinary Shares, par value $0.0001 per share (1) 06/18/2026 C (1) 3,000,000 (1) (1) Class A Ordinary Shares 3,000,000 $ 0 4,666,667 I See footnote (1)
Explanation of Responses:
1. The reported shares of Lionheart Holdings (the "Issuer") are directly held by Lionheart Sponsor LLC (the "Sponsor"). Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association, as amended, the Class B Ordinary Shares will automatically convert into the Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination at the option of the holders thereof at any time and from time to time, in each case on a one-for-one basis, subject to adjustment as set forth therein, for no additional consideration. The Class B ordinary shares have no expiration date. On June 18, 2026, the Sponsor elected to convert 3,000,000 Class B Ordinary Shares into 3,000,000 Class A Ordinary Shares.
/s/ Ophir Sternberg 06/30/2026
** Signature of Reporting Person Date
Lionheart Sponsor, LLC By: Ophir Sternberg, its managing member By: /s/ Ophir Sternberg 06/30/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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