United States


Washington, D.C. 20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


March 26, 2021

Date of Report (Date of earliest event reported)


Lionheart Acquisition Corporation II

(Exact Name of Registrant as Specified in its Charter)


Delaware   001-39445   84-4117825
(State or other jurisdiction of
  (Commission File Number)   (I.R.S. Employer
Identification No.)


4218 NE 2nd Avenue, Miami, FL   33137
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code: (305) 573-3900



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing 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   Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant   LCAPU   The Nasdaq Capital Market LLC
Class A Common Stock, par value $0.0001 per share   LCAP   The Nasdaq Capital Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   LCAPW   The Nasdaq Capital 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) 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b)       Resignation of Mark Walsh from the Board of Directors


On March 26, 2021, Mark Walsh notified the Chairman of the Board of his resignation from the Board of Directors (the “Board”) of Lionheart Acquisition Corporation II (the “Company”), effective immediately. There were no disagreements between Mr. Walsh and the Company.


(d)       Appointment of Roger Meltzer to the Board of Directors


On March 26, 2021, the Board appointed Roger Meltzer to fill the existing vacancy on the Board created by Mr. Walsh’s resignation. In addition, the Board appointed Mr. Meltzer to serve on the Company’s Audit Committee and Compensation Committee. The Board determined that Mr. Meltzer is an “independent director” as contemplated by Nasdaq Listing Rule 5605(b)(1) and satisfies the applicable requirements for committee service set forth in the rules of the Securities and Exchange Commission and the Nasdaq Capital Market.


Mr. Meltzer is a distinguished global leader, having produced substantial innovations for global firms, including one of the largest and most well-known firms in the world while demonstrating agility, compassion, and consistency, who has successfully navigated firms and local offices through challenges such as major worldwide financial headwinds, transnational cyberattacks and global pandemics, who has clearly established moral and business imperatives and has pioneered industry precedents for institutionalized equality, diversity and inclusivity and nurtured a global iconic pro bono effort, and who is known for leading and nurturing entrepreneurial, high performing, and team centric cultures. Mr. Meltzer has practiced law at DLA Piper LLP since 2007 and has held various roles: Global Co-Chairman, since 2015; Americas Co-Chairman, since 2013; Member, Office of the Chair, since 2011; Member, Global Board, since 2008; Co-Chairman, U.S. Executive Committee, since 2013; Member, U.S. Executive Committee, since 2007; and Global Co-Chairman, Corporate Finance Practice, 2007 through 2015. Prior to joining DLA Piper LLP, Mr. Meltzer practiced law at Cahill Gordon & Reindel LLP from 1980 through 2007 where he was a member of the Executive Committee from 1987 through 2007, Co-Administrative Partner and Hiring Partner from 1987 through 1999, and Partner from 1984 through 2007. Mr. Meltzer currently serves on the Advisory Board of Harvard Law School Center on the Legal Profession (May 2015—Present); Board of Trustees, New York University Law School (September 2011—Present); and the Corporate Advisory Board, John Hopkins, Carey Business School (January 2009—December 2012). He has previously served on the board of directors of: The Legal Aid Society (November 2013 to January 2020), Hain Celestial Group, Inc. (December 2000 to February 2020) and The Coinmach Service Corporation (December 2009 to June 2013). Mr. Meltzer has also received several awards and honors and has been actively involved in philanthropic activity throughout his career. Mr. Meltzer received Juris Doctor degree in law from New York University School of Law and an A.B. from Harvard College. In February 2021, Mr. Meltzer joined the board of directors and the audit committee of Haymaker Acquisition Corp. III (NASDAQ: HYAC), a special purpose acquisition corporation, and Ubicquia LLC, a privately-held smart lighting solutions provider. Mr. Meltzer is also a director nominee of Lionheart III Corp and Lionheart IV Corp, both special purpose acquisition companies.


Mr. Meltzer will be compensated in accordance with the Company’s standard compensation policies and practices for the Board.


There were no arrangements or understandings between Mr. Meltzer and any other persons regarding his appointment to the Board, nor is Mr. Meltzer party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.








Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: March 26, 2021

By: /s/ Ophir Sternberg  
Name: Ophir Sternberg  
Title: Chairman, President and Chief Executive Officer