Form 8-K

8-K — Lionheart Holdings

Accession: 0001213900-26-079654

Filed: 2026-07-20

Period: 2026-07-20

CIK: 0002015955

SIC: 6770 (BLANK CHECKS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 20, 2026

LIONHEART HOLDINGS

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-42135

98-1778167

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

200 W Cypress Creek Road, Suite

500

Fort Lauderdale, Florida

33309

(Address

of Principal Executive Offices) (Zip Code)

Registrant’s

telephone number, including area code: (305) 573-3900

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

CUBWU

The Nasdaq Stock Market

LLC

Class A ordinary shares, par value $0.0001 per share

CUB

The Nasdaq Stock Market

LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

CUBWW

The Nasdaq Stock Market

LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR

§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

Growth Company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation FD Disclosure.

The

information contained below in Item 8.01 is hereby incorporated by reference into this Item 7.01.

press release relating to such information, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein

by reference. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

This report will not be deemed an admission as to the materiality of any information in this Item 7.01 or Exhibit 99.1.

Item

8.01 Other Events.

July 20, 2026, Lionheart Holdings, a special purpose acquisition company (the “Company”), issued a press release announcing

that it has entered into a letter of intent, dated July 15, 2026, with Keo Capital AB, on behalf of KEO Energy (Maha Energy Indiana Inc.)

(“KEO Energy”), for a potential business combination.

assurances can be made that the Company and Keo Energy will successfully negotiate and enter into a definitive agreement, or that the

proposed business combination will be consummated on the terms or timeframe currently contemplated, or at all. No assurances can be provided

as to the entry into or timing of any definitive agreement or the consummation of any transaction. Any transaction would be subject to

the completion of due diligence, the negotiation of a definitive agreement providing for the proposed business combination, satisfaction

of the conditions negotiated therein, board and equity holder approval, regulatory approvals, and other customary conditions.

Additional

Information and Where to Find It

a definitive agreement is entered into in connection with the proposed business combination, a newly formed holding company and KEO Energy

will prepare a registration statement on Form F-4, which will include a preliminary proxy statement of the Company containing information

about the proposed business combination and the respective businesses of the Company and KEO Energy, as well as the prospectus relating

to a newly formed holding company’s securities to be issued in connection with the completion of the proposed business combination,

to be filed with the sU.S. Securities and Exchange Commission (“SEC”). In an instance where a definitive agreement is executed

and after the registration statement is declared effective, the proxy statement/prospectus will be mailed to the Company’s shareholders.

The Company urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents

filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons

can also read the Company’s reports filed with the SEC for a description of the security holdings of its officers and directors

and their respective interests as security holders in the consummation of the transactions described herein. The proxy statement/prospectus,

once available, and the Company’s reports can be obtained, without charge, at the SEC’s website (http://www.sec.gov).

Participants

in the Solicitation

The

Company or a newly formed holding company, Keo Energy and their respective directors, executive officers and other members of their management

and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in

connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the

names, affiliations and interests of the Company’s directors and officers in the Company’s reports filed with the SEC. Information

regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders

in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination

when available. Information concerning the interests of KEO Energy and the Company’s participants in the solicitation, which may,

in some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus

relating to the proposed business combination when it becomes available.

Forward

Looking Statements

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.

Offer or Solicitation

This

Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect

to any securities or in respect of the proposed transaction. This Current Report on Form 8-K and the exhibit hereto shall also not constitute

an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for,

buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed

transactions or otherwise, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation,

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

LIONHEART HOLDINGS

By:

/s/

Paul Rapisarda

Name:

Paul Rapisarda

Title:

Chief Financial Officer

Date:

July 20, 2026

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ea029858001ex99-1.htm · Sequence: 2

Exhibit

99.1

FOR

IMMEDIATE RELEASE

Lionheart

Holdings and KEO Energy Sign Letter of Intent for Proposed Business Combination

MIAMI,

FL — July 20, 2026 — Lionheart Holdings (Nasdaq: CUB) (“Lionheart”), a publicly-listed special purpose acquisition

company, and Keo Capital AB, on behalf of KEO Energy (Maha Energy Indiana Inc.) (“KEO Energy”), today announced the signing

of a non-binding letter of intent (the “LOI”) on July 15, 2026, outlining proposed terms for a business combination.

Under

the proposed transaction, upon completion, equityholders of both companies would become equityholders of a newly formed holding company

(the “Combined Company”), whose shares are expected to be listed on the Capital Market tier of the Nasdaq Stock Market LLC.

The

LOI contemplates a preliminary indicative pre-money enterprise value for KEO Energy of $400 million. This figure is preliminary, is subject

to confirmatory diligence and to the final determination of applicable fiscal terms with Venezuelan governmental authorities, and does

not represent a representation or warranty of value by either party. The valuation ultimately reflected in any definitive agreements

may differ materially.

“This

LOI is an important step toward building a pure-play, Nasdaq-listed Venezuela oil platform, and we look forward to completing this exciting

merger with the KEO team.”

—

Ophir Sternberg, Chairman and CEO, Lionheart Holdings

“We’re

pleased to reach this milestone with Lionheart and believe it positions KEO Energy to access public capital markets and advance our growth

plans.”

—

Paolo Fidanza, Chairman, Keo Capital AB

KEO

Energy’s principal asset is an indirect equity interest in a joint venture holding interests in the PetroUrdaneta Project in the Bolivarian

Republic of Venezuela. Consummation of the proposed transaction would be conditioned on, among other things, confirmation that the transaction

is authorized under applicable U.S. and other economic sanctions, including those administered by the U.S. Office of Foreign Assets Control

(“OFAC”), and receipt of required approvals from the Venezuelan ministry with jurisdiction over hydrocarbons.

Upon

closing, the board of directors of the Combined Company is expected to consist of six directors, three appointed by KEO Energy and three

appointed by Lionheart. Paolo Fidanza, Chairman of Keo Capital AB, is expected to serve as Executive Chairman, and Lionheart is expected

to have the right to appoint a Vice Chairman and the chairs of the board’s committees.

The

parties intend to negotiate and execute a definitive agreement, targeted for August 17, 2026. The parties will announce additional details

regarding the proposed business combination when a definitive agreement is executed. No assurances can be provided as to the entry into

or timing of any definitive agreement or the consummation of any transaction. Any transaction would remain subject to satisfactory due

diligence, the negotiation of a definitive agreement and related ancillary agreements providing for the proposed business combination,

completion of audited financial statements, regulatory and governmental approvals, approval by the shareholders of both parties, and

other customary closing conditions.

About

Lionheart Holdings

Lionheart

Holdings (Nasdaq: CUB) is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses. Lionheart completed its initial public offering

in June 2024 and currently holds approximately $200 million in a trust account for the benefit of its public shareholders.

About

KEO Energy

KEO

Energy is a wholly owned subsidiary of Keo Capital, with a principal asset consisting of an indirect equity interest in a joint venture

holding interests in the PetroUrdaneta Project in the Bolivarian Republic of Venezuela.

About

KEO Capital

Keo

Capital AB (Nasdaq Stockholm: KEOC) is a listed technology-driven financial solutions provider focused on improving liquidity, security,

transparency, and efficiency in B2B supply chain financing and corporate travel and expense management. Keo Capital operates a unified

digital ecosystem that enables buyers and suppliers to interact through complementary solutions designed to address the full spectrum

of corporate payables. The shares are listed on Nasdaq Stockholm (KEOC). For more information, please visit www.keocapital.com.

Offer or Solicitation

This

communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote

or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except

by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Important

Information About the Proposed Transaction and Where to Find It

the parties execute definitive agreements, the Combined Company and KEO Energy are expected to file with the U.S. Securities and Exchange

Commission (the “SEC”) a registration statement on Form F-4, which will include a preliminary proxy statement/prospectus

of Lionheart. Lionheart will mail a definitive proxy statement/prospectus to its shareholders in connection with any vote on the proposed

transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE

SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors

and security holders may obtain free copies of these documents, when available, at the SEC’s website at www.sec.gov, or by directing

a request to Lionheart Holdings to Ashley Spitz at ashley@lheartcapital.com.

Participants

in the Solicitation

Lionheart,

KEO Energy, and their respective directors, executive officers and employees may be deemed participants in the solicitation of proxies

from Lionheart’s shareholders in connection with the proposed transaction. Information about Lionheart’s directors and officers

is available in Lionheart’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants, and

a description of their interests in the proposed transaction, will be included in the proxy statement/prospectus when it is filed with

the SEC.

Forward-Looking

Statements

All

information in this press release concerning KEO Energy has been provided solely by KEO Energy and has not been independently verified

by Lionheart, which makes no representation or warranty as to the accuracy or completeness of such information and assumes no obligation

to update the information in this press release, except as required by law. This press release includes “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 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.

Contacts

Media

and Investors:

Ashley

Spitz

LIONHEART

CAPITAL

ashley@lheartcapital.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Details

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Name:

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