SEC Comment Letter 0000000000-24-006018 to Lionheart Holdings (CUB, CUBWU, CUBWW) (CIK 0002015955) (CUB)
Lionheart Holdings (CUB, CUBWU, CUBWW) (CIK 0002015955)
Date: May 23, 2024 · CIK: 0002015955 · Accession: 0000000000-24-006018
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo May 23, 2024 Ophir Sternberg Chief Executive Officer Lionheart Holdings 4218 NE 2nd Avenue Miami, FL 33137 Re:Lionheart Holdings Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 10, 2024 CIK No. 0002015955 Dear Ophir Sternberg: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 10, 2024 Risks Relating to Our Securities The non-managing sponsor investors have expressed an interest to purchase substantially all of the units in this offering . . . , page 74 1.We note your disclosure that the non-managing sponsor investors are interested in purchasing "substantially all of the units in this offering,” but that none has expressed an interest in purchasing more than 9.9% of the units sold. Please state the number of non- managing sponsor investors who have expressed an interest in purchasing units in the offering and address whether the limited number of public shareholders would impact the company's listing eligibility. Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 if you have questions regarding the financial statements and related matters. Please contact Ronald
FirstName LastNameOphir Sternberg Comapany NameLionheart Holdings May 23, 2024 Page 2 FirstName LastName Ophir Sternberg Lionheart Holdings May 23, 2024 Page 2 (Ron) E. Alper at 202-551-3329 or Isabel Rivera at 202-551-3518 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Stuart Neuhauser
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United States securities and exchange commission logo
May 23, 2024
Ophir Sternberg
Chief Executive Officer
Lionheart Holdings
4218 NE 2nd Avenue
Miami, FL 33137
Re:Lionheart Holdings
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 10, 2024
CIK No. 0002015955
Dear Ophir Sternberg:
We have reviewed your amended draft registration statement and have the following
comment.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 10, 2024
Risks Relating to Our Securities
The non-managing sponsor investors have expressed an interest to purchase substantially all of
the units in this offering . . . , page 74
1.We note your disclosure that the non-managing sponsor investors are interested in
purchasing "substantially all of the units in this offering,” but that none has expressed an
interest in purchasing more than 9.9% of the units sold. Please state the number of non-
managing sponsor investors who have expressed an interest in purchasing units in the
offering and address whether the limited number of public shareholders would impact the
company's listing eligibility.
Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 if you
have questions regarding the financial statements and related matters. Please contact Ronald
FirstName LastNameOphir Sternberg
Comapany NameLionheart Holdings
May 23, 2024 Page 2
FirstName LastName
Ophir Sternberg
Lionheart Holdings
May 23, 2024
Page 2
(Ron) E. Alper at 202-551-3329 or Isabel Rivera at 202-551-3518 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Stuart Neuhauser