Regulation FD Disclosure (Form 8-K)

Item 7.01. Regulation FD Disclosure.

Lionheart Holdings (the "Company") is announcing that it is focusing on a potential business combination with a target in Venezuela's upstream oil and gas sector, specifically brownfield redevelopment of mature producing fields. Such a business combination could provide participants with access to one of the world's largest hydrocarbon resource bases.

To support the execution of this strategy and to support future capital needs, the Company is negotiating a non-binding term sheet for a committed equity facility. Subject to certain conditions, including the execution of definitive documents, of which there can be no assurance of success, the facility would provide the right, but not the obligation, to raise up to $2.25 billion over a 24-month period. Proceeds may be used for the acquisition of oil producing assets in Venezuela, working capital and general corporate purposes. The facility does not represent committed cash; amounts and timing depend on market conditions, trading volume, and share price.

Important Information and Where to Find It

The Company has mailed to its shareholders of record as of May 15, 2026 a definitive proxy statement (the "Extension Proxy Statement") for a special meeting of shareholders to be held on June 15, 2026 to approve an extension of time for the Company to complete an initial business combination through March 20, 2027 ("Extension Proposal"). Shareholders may obtain a copy of the Extension Proxy Statement, without charge, by directing a request to: Lionheart Holdings, 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. The Extension Proxy Statement can also be obtained, without charge, at the U.S. Securities and Exchange Commission's (the "SEC") website (www.sec.gov).

The Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement, as well as other documents filed with the SEC, because these documents do and will contain important information about the Company and the Extension Proposal.

In connection with any proposed business combination, the Company expects to file relevant materials with the SEC, which may include a proxy statement, registration statement, and other documents. Investors and security holders are urged to read all such documents carefully and in their entirety when they become available, because they will contain important information about the Company, any target, and any proposed transaction. When available, these documents may be obtained free of charge at the SEC's website or from the Company.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Proposal and the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 25, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with a potential transaction will be set forth in the Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.