Lionheart Holdings (CUB): Entry into a Material Definitive Agreement
Lionheart Holdings (CUB) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-10.1 3 ea029540701ex10-1.htm FORM OF NON-REDEMPTION AGREEMENT Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “ Agreement ”) is entered as of [___], 2026 by and among Lionheart Holdings, a Cayman Islands exempted company (“ Lionheart ”), and the under
How this was made
The 30-second read
Why it matters
If the Extension is approved and listing requirements are met, Lionheart will issue “Promote Shares” to the investor after the initial business combination closes, while the investor avoids redemption of a portion of its public shares—reducing redemption pressure on the trust account.
Market read
This is a governance/financing catalyst for a SPAC: it can change the perceived probability of completing the extension and the likelihood of redemption-driven balance-sheet stress.
What to watch
The agreement is conditional on the Extension being approved and on Lionheart meeting continued/initial listing requirements after the meeting; failure on either front would negate the benefit.
Background
The 8-K reports entry into a material definitive agreement (Exhibit 10.1) where an investor agrees not to exercise or to rescind redemption rights tied to an amendment extending the SPAC’s initial business-combination deadline by nine months to March 20, 2027.
Ticker impact
Lionheart entered a non-redemption agreement to support an extension of its SPAC business-combination deadline to March 20, 2027.
Near-term sentiment may improve into the EGM as redemption risk appears lower, but the outcome still hinges on the Extension vote and deal consummation.
The 8-K discloses a specific investor non-redemption commitment and the extension mechanics, but provides no deal update or valuation change beyond the deadline extension.
Market effects
SPACs with extension votes may see reduced redemption overhang when investors sign non-redemption agreements, potentially tightening spreads versus peers without such support.
Primarily US-listed SPAC sentiment; limited direct regional spillover beyond SPAC complex.
Low—this is company-specific SPAC governance/financing mechanics rather than a cross-border macro or sector shock.
Counterpoint
Non-redemption agreements can be offset by other holders redeeming anyway; the filing may not materially change the aggregate redemption rate.
Key entities
- issuerLionheart Holdings
SPAC sponsor/corporate entity entering the non-redemption agreement to support an extension vote.
- counterpartyInvestor (undersigned)
Holds public shares and agrees not to redeem (or to rescind redemption) in connection with the extension meeting, subject to conditions.
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