Correspondence 0001213900-24-046922 from Lionheart Holdings (CUB, CUBWU, CUBWW) (CIK 0002015955) (CUB)
Lionheart Holdings (CUB, CUBWU, CUBWW) (CIK 0002015955)
Date: May 28, 2024 · CIK: 0002015955 · Accession: 0001213900-24-046922
AI Filing Summary & Sentiment
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Re: Lionheart Holdings Amendment No 1. To Draft Registration Statement on Form S-1 Submitted May 10, 2024 CIK No. 0002015955
Dear Mr. Alper:
Lionheart Holdings (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on May 23 2024, regarding our Draft Registration Statement on Form S-1 submitted to the Commission on May 10, 2024.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure changes have been made in the Registration Statement on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.
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 nonmanaging 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.
We respectfully inform the Staff that we have added the number of non-managing sponsor investors who have expressed an interest in purchasing units in the offering to both the cover page of the prospectus as well as to the definition of non-managing sponsor investors in the definitions section of the Summary portion of the prospectus.
In addition the Company is cognizant of the Nasdaq listing eligibility requirements, including the requisite number of public shareholders, and we have added disclosure in the instant risk factor to indicate that we do not expect any purchase of units by the non-managing sponsor investors to negatively impact our ability to meet Nasdaq listing eligibility requirements.
We thank the Staff very much for its review of the foregoing and the Registration Statement. If you have questions or further comments, please feel free to contact our counsel, Stuart Neuhauser, Esq., by telephone at 212-370-1300.
Sincerely,
Lionheart Holdings
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VIA EDGAR
May 28, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Ronald E. Alper
Re: Lionheart Holdings
Amendment No 1. To Draft Registration
Statement on Form S-1
Submitted May 10, 2024
CIK No. 0002015955
Dear Mr. Alper:
Lionheart Holdings (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on May 23 2024, regarding our Draft Registration Statement on Form S-1 submitted to the Commission on May 10, 2024.
For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure
changes have been made in the Registration Statement on Form S-1 (the “Registration Statement”), which is being filed
with the Commission contemporaneously with the submission of this letter.
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 nonmanaging 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.
We respectfully inform the Staff that we have added
the number of non-managing sponsor investors who have expressed an interest in purchasing units in the offering to both the cover
page of the prospectus as well as to the definition of non-managing sponsor investors in the definitions section of the Summary portion
of the prospectus.
In addition the Company is cognizant of the Nasdaq
listing eligibility requirements, including the requisite number of public shareholders, and we have added disclosure in the instant risk
factor to indicate that we do not expect any purchase of units by the non-managing sponsor investors to negatively impact our ability
to meet Nasdaq listing eligibility requirements.
We thank the Staff very much for its review of
the foregoing and the Registration Statement. If you have questions or further comments, please feel free to contact our counsel, Stuart
Neuhauser, Esq., by telephone at 212-370-1300.
Sincerely,
Lionheart Holdings
/s/ Ophir Sternberg
Ophir Sternberg
Chief Executive Officer
cc: Stuart Neuhauser, Esq.