Washington, D.C. 20549


Form 8-K/A


(Amendment No. 1)


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


July 11, 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:


xWritten 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. ¨








Lionheart Acquisition Corporation II (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Amended Filing”) to its Form 8-K filed on July 12, 2021 (the “Original Filing”) solely to file as exhibits copies of the MIPA, the form of Lock-up Agreement and the A&R Sponsor Agreement (each as defined in the Original Filing). Except as described above, this Amended Filing does not amend, update or change any other items or disclosures in the Original Filing.


Item 9.01Financial Statement and Exhibits.






2.1*   Membership Interest Purchase Agreement, dated as of July 11, 2021, by and among Lionheart Acquisition Corporation II, Lionheart II Holdings, LLC, each MSP Purchased Company set forth on Schedule 2.1(a), the Members of the MSP Purchased Companies listed on Schedule 2.1(b), and John H. Ruiz, as the Members’ Representative  
10.1*   Form of Lock-Up Agreement, by and between Lionheart Acquisition Corporation II and the Holder
10.2*   Amended and Restated Sponsor Agreement, dated as of July 11, 2021, by and among Lionheart Acquisition Corporation II, Lionheart Equities, LLC and certain Insiders


* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.







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: July 15, 2021

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