UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39445 Lionheart Acquisition Corporation II (Exact name of registrant as specified in its charter) (State or other jurisdiction of ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Lionheart Acquisition Corporation II as of June 30, 2020, detailing pre-IPO financial position and subsequent offering events [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2020, the company's balance sheet showed total assets of **$143,861**, liabilities of **$119,861**, and stockholder's equity of **$24,000**, reflecting its pre-IPO status Condensed Balance Sheets (Unaudited) | | June 30, 2020 (Unaudited, USD) | December 31, 2019 (Audited, USD) | | :--- | :--- | :--- | | **Total Assets** | **$143,861** | **$26,171** | | Current asset - cash | $18,378 | $— | | Deferred offering costs | $125,483 | $26,171 | | **Total Liabilities** | **$119,861** | **$27,171** | | Promissory note — Related party | $73,171 | $— | | **Total Stockholder's Equity** | **$24,000** | **($1,000)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2020, the company reported a net loss of **$0**, consistent with its pre-operational development stage Condensed Statements of Operations (Unaudited) | | Three Months Ended June 30, 2020 (Unaudited, USD) | Six Months Ended June 30, 2020 (Unaudited, USD) | | :--- | :--- | :--- | | Net loss | $— | $— | | Basic and diluted net loss per common share | $(0.00) | $(0.00) | [Condensed Statements of Changes in Stockholder's Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholder%27s%20Equity) For the six months ended June 30, 2020, stockholder's equity increased from a **$1,000** deficit to **$24,000** due to Class B common stock issuance - The primary equity event was the issuance of **5,750,000 Class B common shares** to the Sponsor for an aggregate price of **$25,000**[16](index=16&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2020, net cash provided by financing activities totaled **$18,378**, driven by stock issuance and promissory note proceeds offset by offering costs Condensed Statement of Cash Flows (Unaudited) | Cash Flow Item | Amount (Six Months Ended June 30, 2020, Unaudited, USD) | | :--- | :--- | | Proceeds from issuance of Class B common stock | $25,000 | | Proceeds from promissory note—related party | $73,171 | | Payment of offering costs | ($79,793) | | **Net cash provided by financing activities** | **$18,378** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's formation as a PropTech SPAC, its pre-operational status, and significant subsequent events including its August 2020 IPO and private placement - The company was formed to effect a business combination and intends to focus on businesses in the **PropTech** sector[22](index=22&type=chunk)[23](index=23&type=chunk) - Subsequent to the reporting period, on **August 18, 2020**, the company consummated its IPO, raising gross proceeds of **$200 million**, later increased to **$230 million** after the underwriters exercised their over-allotment option[25](index=25&type=chunk)[28](index=28&type=chunk) - An amount of **$230 million** from the IPO and private placement proceeds was placed in a trust account[27](index=27&type=chunk)[28](index=28&type=chunk) - The company has until **February 18, 2022** (the "Combination Period") to complete a Business Combination[37](index=37&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-operational status as a blank check company, its post-IPO liquidity, and future expenses related to identifying a business combination - The company is a blank check company formed on **December 23, 2019**, with activities limited to organizational matters and IPO preparation[93](index=93&type=chunk)[94](index=94&type=chunk) Post-IPO Financial Position | Description | Amount (USD) | | :--- | :--- | | Gross Proceeds from IPO & Over-allotment | $230,000,000 | | Gross Proceeds from Private Placement | $6,500,000 | | Amount Placed in Trust Account | $230,000,000 | | Cash Held Outside Trust for Working Capital | $2,039,384 | | Total Transaction Costs | $13,128,937 | - The company has an agreement to pay its Sponsor a monthly fee of **$15,000** for administrative support, commencing **August 14, 2020**[105](index=105&type=chunk) - Underwriters are entitled to a deferred fee of **$8,050,000**, payable from the Trust Account only upon completion of a Business Combination[106](index=106&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This disclosure is not required as the company is a smaller reporting company - Disclosure is not required for smaller reporting companies[109](index=109&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2020, with no material changes to internal controls - Management concluded that as of **June 30, 2020**, the company's disclosure controls and procedures were **effective**[112](index=112&type=chunk) - **No material changes** were made to the internal control over financial reporting during the fiscal quarter[113](index=113&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - There are no legal proceedings[115](index=115&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This section highlights the risk of negative interest rates on funds in the Trust Account, potentially reducing the per-share redemption amount below **$10.00** - A key risk is that funds held in the Trust Account are invested in securities that could bear a **negative interest rate**, potentially reducing the per-share redemption amount below **$10.00**[117](index=117&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the proceeds from the company's Initial Public Offering and private placement, including the allocation of **$230 million** to the Trust Account and associated offering costs Equity Offerings and Proceeds | Offering | Units Sold | Price Per Unit (USD) | Gross Proceeds (USD) | | :--- | :--- | :--- | :--- | | Initial Public Offering (incl. over-allotment) | 23,000,000 | $10.00 | $230,000,000 | | Private Placement | 650,000 | $10.00 | $6,500,000 | - Of the gross proceeds, **$230 million** was placed in the Trust Account[120](index=120&type=chunk) - Total offering costs included **$4,600,000** in immediate underwriting discounts and commissions and **$8,050,000** in deferred commissions[121](index=121&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - None[123](index=123&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[124](index=124&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - None[125](index=125&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including key organizational and offering-related documents - A list of **23 exhibits** filed with the report is provided, including key organizational and offering-related documents[127](index=127&type=chunk)