Core Viewpoint - CubicFarm Systems Corp. has received a failure-to-file case trade order (FFCTO) from the British Columbia Securities Commission due to delays in filing required financial statements for the fiscal year ended December 31, 2024, and interim financial statements for the three-month period ended March 31, 2025 [1][2]. Group 1: Regulatory Actions - The BCSC issued the FFCTO prohibiting trading in the company's securities in Canada, with specific conditions allowing certain beneficial securityholders to sell their securities under regulated market conditions [1][2]. - The FFCTO replaces a previously granted management cease trade order that was issued on April 30, 2025, which has now been revoked [3]. Group 2: Financial Reporting Delays - The company failed to file its Required Annual Filings by the April 30, 2025 deadline and Required Interim Filings by the May 30, 2025 deadline, as mandated under National Instrument 51-102 [2]. - The company is actively working with auditors to complete the Required Filings and expects to file the Required Annual Filings for 2024 in the coming weeks [3]. Group 3: Company Overview - CubicFarms is a leading local chain agricultural technology company focused on developing solutions for sustainable food production, utilizing proprietary ag-tech solutions to produce high-quality produce and livestock feed [5]. - The company’s HydroGreen Nutrition Technology division offers innovative growing systems that enable year-round production of crops indoors, contributing to a localized food supply [5].

Vancouver, British Columbia--(Newsfile Corp. - May 27, 2025) - CubicFarm® Systems Corp. (TSXV: CUB) (OTC Pink: CUBXF) ("CubicFarms" or the "Company"), a leading local chain agricultural technology company, is providing this default status report in accordance with National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203"). On May 1, 2025, the Company announced that it was unable to file its annual audited financial statements for the fiscal year ended December 31, 2024, and ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42135 LIONHEART HOLDINGS (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1778167 | | --- | --- | | ...

Vancouver, British Columbia--(Newsfile Corp. - May 1, 2025) - CubicFarm® Systems Corp. (TSXV: CUB) ("CubicFarms" or the "Company"), a leading local chain agricultural technology company, today announced that, following the Company's application to the British Columbia Securities Commission (the "BCSC") for a management cease trade order ("MCTO"), the BCSC has granted the MCTO, pursuant to which the Company will have until June 30, 2025 to file its annual financial statements for the year ended December 31, ...

Core Insights - G. David Cole has resigned from the Board of Directors of CubicFarm® Systems Corp. effective April 16, 2025, due to his upcoming retirement from RBC and a planned reduction in professional commitments [1][3] - Cole joined the Board in January 2022 and contributed significantly to the company's strategic direction during a transformative period [2][3] Company Overview - CubicFarms is a leading agricultural technology company focused on developing and deploying innovative solutions to address global food supply challenges [7][8] - The company utilizes proprietary ag-tech solutions to produce high-quality, predictable produce and fresh livestock feed, leveraging HydroGreen Nutrition Technology, a subsidiary of CubicFarm Systems Corp. [7][8]

Core Points - CubicFarm® Systems Corp. has successfully closed a non-brokered private placement of units, raising approximately C$2,500,000 [1][2] - The first tranche involved the issuance of 8,340,781 units at a price of C$0.30 per unit, with each unit consisting of one common share and one warrant [2] - The company will use the proceeds for general working capital and corporate purposes [3] Private Placement Details - Each warrant allows the holder to acquire one common share at an exercise price of C$0.50 for a period of 12 months [2] - The company has opted not to close another tranche of the private placement, with no insider participation or finder's fee involved [3] - The securities are subject to a four-month transfer restriction, expiring on July 25, 2025 [4] Company Overview - CubicFarms is a leading agricultural technology company focused on developing solutions for local food production [8] - The company’s proprietary technology enables the production of high-quality produce and livestock feed year-round in controlled environments [8] - HydroGreen, a division of CubicFarms, utilizes automated vertical growing technology to minimize resource use while maximizing nutritional output for livestock [7]

Core Viewpoint - CubicFarm Systems Corp. has successfully closed the first tranche of its non-brokered private placement, raising approximately C$2,500,000 by issuing 8,340,781 units at a price of C$0.30 per unit [1][3]. Group 1: Private Placement Details - The company plans to issue a total of up to 9,000,000 units at a price of C$0.30 per unit, aiming for gross proceeds of up to C$2,700,000 [2]. - Each unit consists of one common share and one common share purchase warrant, with the warrant allowing the holder to acquire one common share at an exercise price of C$0.50 for 12 months [2]. - The second tranche of the private placement is expected to close by March 31, 2025, for gross proceeds of approximately C$200,000 [3]. Group 2: Use of Proceeds and Restrictions - Proceeds from the private placement will be used for general working capital and corporate purposes [4]. - The securities from the first tranche are subject to a four-month transfer restriction, expiring on July 25, 2025, along with other applicable securities law restrictions [4]. Group 3: Company Overview - CubicFarms is a leading local chain agricultural technology company focused on developing technology to enhance food production and sustainability [10]. - The company’s proprietary ag-tech solutions enable the production of high-quality, predictable produce and fresh livestock feed, contributing to a localized food supply [10].

IPO and Fundraising - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[24]. - A total of $230,000,000, including $224,000,000 from the IPO and $6,000,000 from a Private Placement, was placed in the Trust Account[26]. - The company completed a private sale of 6,000,000 Private Placement Warrants at a price of $1.00 per warrant, generating an additional $6,000,000[25]. - The company has approximately $891,017 in proceeds held outside the Trust Account as of December 31, 2024, to cover potential claims and expenses related to liquidation[102]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[138]. - The company does not expect to raise additional funds for operating expenditures but may need financing for the Business Combination[158]. Business Combination and Strategy - The company must complete its initial Business Combination by June 20, 2026, which is 24 months from the IPO closing date[27]. - The Nasdaq Rules require that the company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[41]. - The company aims to acquire established businesses of scale that have proven unit economics and are poised for continued growth[35]. - The company may seek to extend the Combination Period, which would require approval from Public Shareholders[28]. - The company has identified criteria for evaluating prospective targets, including competitive position and capable management teams[37]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial Business Combination, especially if the cash portion exceeds the amount available from the Trust Account[57]. - The company may continue to seek a different target for the Business Combination if the initial proposed Business Combination is not completed[93]. - The company may not have the resources to diversify its operations after the initial Business Combination, which could expose it to risks associated with a single line of business[61]. - The company may experience increased competition for attractive target businesses, which could raise costs and complicate the completion of its initial Business Combination[117]. Shareholder and Redemption Policies - Public Shareholders can redeem their shares at a per-share price equal to the aggregate amount in the Trust Account, subject to certain conditions[74]. - If the aggregate cash consideration for redemptions exceeds available cash, the initial Business Combination will not be completed[75]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The company intends to conduct redemptions either through a general meeting or a tender offer, based on various factors[76]. - The approval of the initial Business Combination requires at least 33.3% of the Public Shares to be voted in favor[80]. - Redemption requests must be submitted two business days prior to the scheduled vote or tender offer expiration[83]. - The expected pro rata redemption price for Public Shares is approximately $10.28 as of December 31, 2024[125]. - If the initial Business Combination is not completed, the per-share redemption amount for shareholders would be approximately $10.28, before taxes and less up to $100,000 for dissolution expenses[98]. Financial Performance and Projections - The company had a net income of $5,839,656 from February 21, 2024, through December 31, 2024, primarily from interest income on marketable securities[150]. - Interest income on marketable securities held in the Trust Account amounted to $6,335,105 during the same period[150]. - The company incurred general and administrative and formation costs of $495,449[150]. - Cash used in operating activities was $641,108 from February 21, 2024, through December 31, 2024[154]. - As of December 31, 2024, the Trust Account held approximately $236,335,105 in marketable securities, including $6,335,105 of interest income[155]. Management and Governance - Paul Rapisarda appointed as Chief Financial Officer on March 20, 2024, brings over 30 years of experience in public and private companies, including managing finance functions at Etrion Corp. and overseeing a $1.8 billion merger at Atlantic Power Corporation[188]. - Faquiry Diaz Cala appointed as Chief Operating Officer on March 20, 2024, leads Mergers & Acquisitions and Corporate Strategy, previously served as COO at Lionheart III and Lionheart II[189]. - The company has a board of directors consisting of five members, divided into three classes, with each class serving a three-year term[199]. - The Board of Directors has established an Audit Committee and a Compensation Committee, both composed solely of independent directors[202]. - The Audit Committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements, and it consists of three independent members[203]. - The Compensation Committee evaluates the CEO's performance and determines compensation based on established corporate goals and objectives[208]. - The company has adopted a Clawback Policy to recover erroneously awarded incentive-based compensation from executive officers in the event of a financial restatement[218]. - No cash compensation has been paid to executive officers or directors for services rendered prior to the completion of the initial Business Combination[220]. Regulatory and Compliance - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value of Class A Ordinary Shares exceeding $700 million[114]. - The company is subject to the Sarbanes-Oxley Act and will evaluate its internal control procedures for the fiscal year ending December 31, 2025, which may increase costs and time for completing a Business Combination[109]. - The company anticipates that its securities will be suspended from trading on Nasdaq if it does not consummate its initial Business Combination by June 17, 2027[120]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[115]. - There are no material legal proceedings involving any director or executive officer adverse to the company[197].

Core Viewpoint - CubicFarm® Systems Corp. plans to conduct a non-brokered private placement of up to 9,000,000 units at a price of C$0.30 per unit, aiming for gross proceeds of up to C$2,700,000, subject to regulatory approval [1][5]. Group 1: Offering Details - The offering consists of units, each comprising one common share and one common share purchase warrant, with warrants allowing purchase at C$0.50 per share within 12 months post-offering [2]. - The offering will not involve insider participation or finder's fees, and proceeds will be allocated for general working capital and corporate purposes [2]. - Securities from the offering will be subject to a four-month transfer restriction from issuance [3]. Group 2: Company Overview - CubicFarms is a leading agricultural technology company focused on local chain solutions, utilizing proprietary technology to produce high-quality produce and livestock feed [7]. - The company’s HydroGreen Nutrition Technology enables efficient indoor growing of crops, providing a sustainable food supply solution [7].

Core Insights - HydroGreen, a subsidiary of CubicFarm Systems Corp., has secured a third order of five GLS 808 machines from Agrotopia Ireland, indicating a growing demand for its Automated Vertical Pastures™ system in Ireland's livestock sector [1][2][3] Company Overview - HydroGreen specializes in producing Automated Vertical Pastures™, which efficiently sprout grains like wheat and barley in a controlled environment to create high-performance livestock feed year-round [6] - The technology automates all growing functions, allowing livestock businesses to provide consistent nutrition with minimal labor [6] Industry Context - The increasing adoption of HydroGreen's systems highlights the importance of agricultural trade shows, where farmers seek cost-effective, climate-smart feed alternatives [2] - Agrotopia, as a leading hub for sustainable agriculture in Ireland, integrates advanced hydroponic technology to produce fresh, nutrient-rich fodder for livestock, enhancing agricultural efficiency and reducing environmental impact [8][9] Partnership Dynamics - The partnership between HydroGreen and Agrotopia has been beneficial, with Agrotopia planning a rapid expansion in 2025-2026 due to the success of initial installations [3] - Agrotopia's strategic location provides excellent access to regional and national fairs, enhancing the visibility of HydroGreen's technology [3] Market Trends - The demand for sustainable and efficient agricultural solutions is driving advancements in technology, with HydroGreen's systems positioned to meet the needs of progressive beef and dairy farmers [2][9] - The focus on reducing input costs while improving feed reliability and animal performance is a key trend in the livestock sector [3]