UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
LIONHEART HOLDINGS
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G5501C125
(CUSIP Number)
June 18, 2024
(Date of Event, which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).
CUSIP No. G5501C125
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only) | ||
| YA II PN, Ltd. | ||
|
(98-0615462) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) x | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Cayman Islands | |
|
Number of |
5. | Sole Voting Power: | 0 |
| 6 | Shared Voting Power: | 1,500,000* | |
| 7. | Sole Dispositive Power: | 0 | |
| 8. | Shared Dispositive Power: | 1,500,000* | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000* | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | |
| 11. | Percentage of Class Represented by Amount in Row (9): 6.52%** | ||
| 12. | Type of Reporting Person (See Instructions): OO | ||
* 1,500,000 Class A Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”) of Lionheart Holdings (the “Issuer”) consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
CUSIP No. G5501C125
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only) | ||
| YA Global Investments II (U.S.), LP | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) x | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Delaware | |
|
Number of |
5. | Sole Voting Power: | 0 |
| 6 | Shared Voting Power: | 1,500,000* | |
| 7. | Sole Dispositive Power: | 0 | |
| 8. | Shared Dispositive Power: | 1,500,000* | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000* | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | |
| 11. | Percentage of Class Represented by Amount in Row (9): 6.52%** | ||
| 12. | Type of Reporting Person (See Instructions): OO | ||
* 1,500,000 Ordinary Shares of the Issuer consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
CUSIP No. G5501C125
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only) | ||
| Yorkville Advisors Global, LP | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) x | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Delaware | |
|
Number of |
5. | Sole Voting Power: | 0 |
| 6 | Shared Voting Power: | 1,500,000* | |
| 7. | Sole Dispositive Power: | 0 | |
| 8. | Shared Dispositive Power: | 1,500,000* | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000* | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | |
| 11. | Percentage of Class Represented by Amount in Row (9): 6.52%** | ||
| 12. | Type of Reporting Person (See Instructions): OO | ||
* 1,500,000 Ordinary Shares of the Issuer consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
CUSIP No. G5501C125
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only) | ||
| Yorkville Advisors Global II, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) x | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Delaware | |
|
Number of |
5. | Sole Voting Power: | 0 |
| 6 | Shared Voting Power: | 1,500,000* | |
| 7. | Sole Dispositive Power: | 0 | |
| 8. | Shared Dispositive Power: | 1,500,000* | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000* | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | |
| 11. | Percentage of Class Represented by Amount in Row (9): 6.52%** | ||
| 12. | Type of Reporting Person (See Instructions): OO | ||
* 1,500,000 Ordinary Shares of the Issuer consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
CUSIP No. G5501C125
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only) | ||
| YAII GP, LP | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) x | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Delaware | |
|
Number of |
5. | Sole Voting Power: | 0 |
| 6 | Shared Voting Power: | 1,500,000* | |
| 7. | Sole Dispositive Power: | 0 | |
| 8. | Shared Dispositive Power: | 1,500,000* | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000* | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | |
| 11. | Percentage of Class Represented by Amount in Row (9): 6.52%** | ||
| 12. | Type of Reporting Person (See Instructions): OO | ||
* 1,500,000 Ordinary Shares of the Issuer consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
CUSIP No. G5501C125
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only) | ||
| YAII GP II, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) x | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Delaware | |
|
Number of |
5. | Sole Voting Power: | 0 |
| 6 | Shared Voting Power: | 1,500,000* | |
| 7. | Sole Dispositive Power: | 0 | |
| 8. | Shared Dispositive Power: | 1,500,000* | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000* | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | |
| 11. | Percentage of Class Represented by Amount in Row (9): 6.52%** | ||
| 12. | Type of Reporting Person (See Instructions): OO | ||
* 1,500,000 Ordinary Shares of the Issuer consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
CUSIP No. G5501C125
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only) | ||
| Mark Angelo | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) x | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: United States | |
|
Number of |
5. | Sole Voting Power: | 0 |
| 6 | Shared Voting Power: | 1,500,000* | |
| 7. | Sole Dispositive Power: | 0 | |
| 8. | Shared Dispositive Power: | 1,500,000* | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000* | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | |
| 11. | Percentage of Class Represented by Amount in Row (9): 6.52%** | ||
| 12. | Type of Reporting Person (See Instructions): OO | ||
* 1,500,000 Ordinary Shares of the Issuer consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
CUSIP No. G5501C125
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only) | ||
| SC-Sigma Global Partners, LP (84-5173620) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) x | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Delaware | |
|
Number of |
5. | Sole Voting Power: | 0 |
| 6 | Shared Voting Power: | 1,500,000* | |
| 7. | Sole Dispositive Power: | 0 | |
| 8. | Shared Dispositive Power: | 1,500,000* | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000* | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | |
| 11. | Percentage of Class Represented by Amount in Row (9): 6.52%** | ||
| 12. | Type of Reporting Person (See Instructions): OO | ||
* 1,500,000 Ordinary Shares of the Issuer consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
Item 1.
| (a) | Name of Issuer: |
Lionheart Holdings
| (b) | Address of Issuer’s Principal Executive Offices: |
4218 NE 2nd Avenue
Miami, FL 33137
| Item 2. | Identity and Background. |
| (a) | Name of Person Filing: |
YA II PN, Ltd.
| (b) | Address of Principal Executive Office or, if none, Residence of Reporting Persons: |
1012 Springfield Ave.
Mountainside, NJ 07092
| (c) | Citizenship: |
Cayman Islands
| (d) | Title of Class of Securities: |
Class A Ordinary Shares, par value $0.0001 per share
| (e) | CUSIP Number: |
G5501C125
| Item 3. | If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o); |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or |
| (k) | x | Group, in accordance with 240.13d(b)(1)(ii)(K). |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| (a) | Amount beneficially owned: 1,500,000* |
| (b) | Percentage of Class: 6.52%** |
| (c) | Number of shares as to which the person has: |
| (i) | Sole Power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,500,000 |
| (iii) | Sole power to dispose or to direct the disposition: 0 |
| (iv) | Shared power to dispose or to direct the disposition: 1,500,000 |
* 1,500,000 Ordinary Shares of the Issuer consisting of the direct ownership of 1,500,000 Ordinary Shares.
** Calculation based on 23,000,000 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed on June 18, 2024.
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of more than five percent on Behalf of Another Person. |
The reporting persons directly or indirectly own an aggregate of 1,500,000 Class A Shares of the Issuer, or 6.52% of such class of stock as of the date of this filing.
Direct beneficial ownership of such Class A Ordinary Shares by the reporting persons is as follows:
| · | YA II PN, Ltd. – 1,500,000 |
| · | YA Global Investments II (U.S.), LP – 0 |
| · | Yorkville Advisors Global, LP – 0 |
| · | Yorkville Advisors Global II, LLC – 0 |
| · | YAII GP, LP – 0 |
| · | YAII GP II, LLC – 0 |
| · | Mark Angelo – 0 |
| · | SC-Sigma Global Partners, LP – 0 |
Below is a description of the relationship among the reporting persons:
YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Shares.
YAII GP, LP is the general partner of SC-Sigma Global Partners, LP (“SC-Sigma”), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Class A Shares.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Member Group |
See Item 6.
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.
Additional Information:
Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.
| REPORTING PERSON: | ||
| Dated: June 21, 2024 | ||
| REPORTING PERSON: | ||
| YA II PN, Ltd. | ||
| By: | /s/ Robert Munro | |
| Robert Munro | ||
| Chief Compliance Officer | ||
| YA Global Investments II (U.S.), LP | ||
| By: | /s/ Robert Munro | |
| Robert Munro | ||
| Chief Compliance Officer | ||
| Yorkville Advisors Global, LP | ||
| By: Yorkville Advisors Global, LLC | ||
| Its: General Partner | ||
| By: | /s/ Robert Munro | |
| Robert Munro | ||
| Chief Compliance Officer | ||
| Yorkville Advisors Global II, LLC | ||
| By: | /s/ Robert Munro | |
| Robert Munro | ||
| Chief Compliance Officer | ||
| YAII GP, LP | ||
| By: YAII GP II, LLC | ||
| Its: General Partner | ||
| By: | /s/ Robert Munro | |
| Robert Munro | ||
| Chief Compliance Officer | ||
| YAII GP II, LLC | ||
| By: | /s/ Robert Munro | |
| Robert Munro | ||
| Chief Compliance Officer | ||
| SC-Sigma Global Partners, LP | ||
| By: | /s/ Robert Munro | |
| Robert Munro | ||
| Chief Compliance Officer | ||