UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 7, 2021
Lionheart III
Corp
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-41011 (Commission File Number) |
36-4981022 (I.R.S. Employer Identification No.) |
|
4218 NE 2nd Avenue (Address of principal executive offices)
|
33137 (Zip Code)
|
(305) 573-3900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | LIONU | The NASDAQ Stock Market LLC | ||
| Shares of Class A common stock included as part of the units | LION | The NASDAQ Stock Market LLC | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | LIONW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On December 7, 2021, Lionheart III Corp (the “Company”) announced that holders of the Company's units (the “units”), each consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share (subject to adjustment), may elect to separately trade the shares of common stock and warrants included in its units commencing on or about December 7, 2021. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The shares of common stock and the warrants will trade on the Nasdaq Global Market under the symbols “LION” and “LIONW,” respectively. The units not separated will continue to trade on the Nasdaq Global Market under the symbol “LIONU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants. After separation, the shares of common stock and warrants may be recombined to create units.
A copy of the press release issued by the Company announcing the separate trading of the shares of common stock and the warrants included in the units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description | |
| 99.1 | Press Release, dated December 7, 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIONHEART iii corp | |||
| By: | /s/ Ophir Sternberg | ||
| Name: | Ophir Sternberg | ||
| Title: | Chief Executive Officer | ||
Date: December 7, 2021
2
Exhibit 99.1
December 7, 2021
Lionheart III Corp Announces the Separate Trading of its Common Stock and Warrants, Commencing December 7, 2021
MIAMI, FL, December 7, 2021 (GLOBE NEWSWIRE) -- Lionheart III Corp (NASDAQ: LIONU) (the “Company”) announced that, as of December 7, 2021, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock and redeemable warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The shares of common stock and warrants that are separated will trade on the Nasdaq Global Market under the symbols “LION” and “LIONW,” respectively. Those units not separated will continue to trade on Nasdaq Global Market under the symbol “LIONU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of common stock and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Lionheart III Corp
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to acquire businesses of scale that the Company believes are poised for continued growth with capable management teams and proven unit economics, but potentially in need of financial, operational, strategic or managerial enhancement to maximize value. For more information, please visit https://lheartcapital.com/our-companies/lionheart-iii/.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Relations Contact
Faquiry Diaz Cala
Chief Operating Officer of the Company
fdc@lheartcapital.com
305.803.7575