| Item 1. | |
| (a) | Name of issuer:
Lionheart Holdings |
| (b) | Address of issuer's principal executive
offices:
4218 NE 2nd Avenue, Miami, FL 33137 |
| Item 2. | |
| (a) | Name of person filing:
Lionheart Sponsor, LLC |
| (b) | Address or principal business office or, if
none, residence:
4218 NE 2nd Avenue, Miami, FL 33137 |
| (c) | Citizenship:
Lionheart Sponsor, LLC is a limited liability company formed in Florida. Ophir Sternberg is a citizen of the United States of America. |
| (d) | Title of class of securities:
CLASS A ORDINARY SHARES, PAR VALUE $0.0001 |
| (e) | CUSIP No.:
G5501C109 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
7,666,667 |
| (b) | Percent of class:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As of February 13, 2025, the Reporting Persons may be deemed to beneficially own 7,666,667 shares of the Issuer's Class B ordinary shares, representing 25% of the total Class A and Class B ordinary shares issued and outstanding. The Class B ordinary share is automatically convertible into the Issuer's Class A ordinary share at the time of the Issuer's Business Combination, or earlier at the option of the Reporting Persons, on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-279751). The percentage of Class B ordinary shares held by the Reporting Persons is based on 23,000,000 Class A ordinary shares and 7,666,667 Class B ordinary shares issued and outstanding as of the date of this filing.
Lionheart Sponsor, LLC (the "Sponsor") is the record holder of the shares reported herein. Mr. Sternberg is the managing member of the Sponsor. As such, he may be deemed to have or share voting and dispositive power of the Class B ordinary shares held directly by the Sponsor. Mr. Sternberg disclaims any beneficial ownership of the reported ordinary shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the
vote:
7,666,667
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
7,666,667
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(d)