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].
Lionheart Holdings(CUB) - 2024 Q4 - Annual Report