UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41011

LIONHEART III CORP

(Exact Name of Registrant as Specified in Its Charter)

Delaware

36-4981022

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


4218 NE 2nd Avenue Miami, Florida
(Address of principal executive offices)

(305) 573-3900

(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 16, 2022, there were 12,900,000 shares of Class A common stock, $0.0001 par value and 3,125,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (Audited)	1
	Condensed Statements of Operations for the three months ended March 31, 2022 and for the period from January 14, 2021 (inception) through March 31, 2021 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the three months ended March 31, 2022 and for the period from January 14, 2021 (inception) through March 31, 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the three months ended March 31, 2022 and for the period from January 14, 2021 (inception) through March 31, 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	22
Item 4.	Controls and Procedures	22
Part II. Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Part III. Signatures		25


	March 31,		December 31,
	2022			2021
	(Unaudited)
ASSETS
Current assets
Cash	$	1,310,782	$	1,416,688
Prepaid expenses		325,701		269,097
Total Current Assets		1,636,483		1,685,785

Prepaid expenses - Long-term		—		82,833
Marketable securities held in Trust Account		126,259,886		126,251,590
TOTAL ASSETS	$	127,896,369	$	128,020,208

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	404,731	$	290,375
Accrued offering costs		61,131		61,131
Total Current Liabilities		465,862		351,506

Deferred underwriting fee payable		4,375,000		4,375,000
Total Liabilities		4,840,862		4,726,506

Commitments (Note 6)

Class A common stock subject to possible redemption; 12,500,000 shares at redemption value of $10.10 per share as of March 31, 2022 and December 31, 2021		126,250,000		126,250,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 400,000 shares issued and outstanding (excluding 12,500,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021		40		40
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 3,125,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		313		313
Additional paid-in capital		—		—
Accumulated deficit		(3,194,846)		(2,956,651)
Total Stockholders’ Deficit		(3,194,493)		(2,956,298)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	127,896,369	$	128,020,208


			For the
			Period from
			January 14, 2021
	Three Months		(Inception)
	Ended		Through
	March 31,		March 31,
	2022		2021
Operating and formation costs	$	246,491	$	1,029
Loss from operations		(246,491)		(1,029)

Other income:
Interest earned on marketable securities held in Trust Account		8,296		—
Other income		8,296		—

Net loss	$	(238,195)	$	(1,029)

Basic and diluted weighted average shares outstanding, Class A Common Stock		12,900,000		—
Basic and diluted net loss per common share, Class A Common Stock	$	(0.01)	$	—
Basic and diluted weighted average shares outstanding, Class B Common Stock		3,125,000		2,500,000
Basic and diluted net loss per common share, Class B Common Stock	$	(0.01)	$	0.00


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021	400,000	$	40	3,125,000	$	313	$	—	$	(2,956,651)	$	(2,956,298)

Net loss	—		—	—		—		—		(238,195)		(238,195)
Balance – March 31, 2022 (unaudited)	400,000	$	40	3,125,000	$	313	$	—	$	(3,194,846)	$	(3,194,493)


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants	$	(3,875,000)
Class A common stock issuance costs	$	(7,136,454)
Plus:
Accretion of carrying value to redemption value	$	12,261,454
Class A common stock subject to possible redemption	$	126,250,000


					For the Period from
					January 14, 2021 (Inception )
		Three Months Ended			Through
	March 31, 2022				March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss	$	(191,745)	$	(46,450)	$	—	$	(1,029)
Denominator:
Basic and diluted weighted average shares outstanding		12,900,000		3,125,000		—		2,875,000

Basic and diluted net loss per common stock	$	(0.01)	$	(0.01)	$	—	$	0.00


	March 31, 2022			December 31, 2021
	Level	Amount		Level		Amount
Assets:
Marketable securities held in Trust Account	1	$	126,259,886		1	$	126,251,590


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)


	LIONHEART III CORP

Date: May 16, 2022	By:	/s/ Ophir Sternberg
	Name:	Ophir Sternberg
	Title:	Chairman, President and Chief Executive Officer (Principal Executive Officer)


Date: May 16, 2022	By:	/s/ Paul Rapisarda
	Name:	Paul Rapisarda
	Title:	Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)