Lionheart Holdings Liquidation Value

Lionheart Holdings (CUB) is a Cayman Islands-incorporated SPAC that completed its IPO on June 20, 2024, raising $230M gross at $10.00/unit (23M units including full overallotment exercise). As of March 31, 2026, the entity has not entered a definitive Business Combination agreement and faces a hard Combination Period deadline of June 20, 2026 — approximately 7 weeks from the filing date of May 14, 2026. Management has disclosed substantial going concern doubt.

Under a liquidation lens, the balance sheet is structurally straightforward but carries a critical asymmetry. The dominant asset is $248.3M held in a grantor trust (money market funds invested in U.S. government securities), which under a wind-up scenario would be distributed pro-rata to Public Shareholders at the then-current NAV of $10.79/share. That trust asset is segregated and ring-fenced; creditor claims on trust proceeds are subordinated to Public Shareholder redemption rights per the Amended and Restated Articles. The $248.3M trust balance is therefore not freely available to general creditors in a liquidation — it passes directly to the 23M redeeming Class A shares. The trust NAV increased from $246.2M (December 31, 2025) to $248.3M (March 31, 2026), driven by $2.17M of interest income in Q1 2026.

Outside the trust, recoverable assets total approximately $155K (cash $117.7K + prepaid insurance $32.8K + prepaid expenses $4.6K), all current. Under liquidation haircuts: cash at 100% = $117.7K; prepaid insurance and prepaid expenses are likely zero-recovery items in wind-up, as these are consumed period costs. Gross outside-trust recoverable assets approximate $118K.

Liabilities at face value total $10.2M: accrued expenses $127.8K (current, face), deferred legal fees $275K (payable on Business Combination — extinguishes if company liquidates without a deal per filing language, though this is a contract interpretation risk), and the Deferred Underwriting Fee $9.8M payable to Cantor/underwriters only upon Business Combination completion. The $9.8M deferred fee explicitly does not become payable on liquidation per the Underwriting Agreement terms described in the filing; it is contingent on deal close. If no Business Combination closes, the $9.8M Deferred Fee liability extinguishes, and the $275K deferred legal fee similarly appears contingent. This materially affects the liquidation liability stack.

Adjusted for contingent-liability analysis: if no Business Combination occurs, the effective liquidation liability stack is approximately $127.8K accrued expenses (face value) plus any wind-down dissolution costs (up to $100K from trust per filing) plus unpaid administrative fees accruing at $15K/month. The $9.8M deferred fee and $275K deferred legal fees are deal-contingent and would not be triggered. Outside-trust assets of ~$118K in cash against ~$128K of current accrued liabilities leaves a small working capital deficit of roughly $10K, consistent with the $27.3K working capital figure disclosed (prepaid assets included). The outside-trust equity is deeply negative on a GAAP basis ($10.05M accumulated deficit), but this is an accounting artifact of the ASC 480 reclassification of all trust-backed Class A shares to temporary equity.

The MFFAIS CLV/LLV/OLV figure of $401,987 appears to reflect only outside-trust net assets, which is consistent with the above analysis. Recovery to non-redeeming equity (Class B founders, 7.67M shares) is functionally zero in a no-deal liquidation scenario, as the trust distributes entirely to Class A Public Shareholders.

TAG_CONTEXT is empty — no XBRL tags were provided for this filing. All quantitative values sourced directly from the filing narrative and financial statements. Filing does not separately XBRL-tag the $9.8M Deferred Underwriting Fee as a distinct contingent liability concept; it appears under cub:DeferredUnderwritingFeePayables in the inline HTML but TAG_CONTEXT is empty, so no tags are available for tag_insights.