UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Lionheart Acquisition Corporation II
(Name of Issuer)
Class
A Common Stock, $0.0001 par value
(Title of Class of Securities)
53625R104
(CUSIP Number)
December
31, 2020
(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) |
| ¨ | Rule 13d-1 (c) |
| x | 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 purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued
on following page(s))
Page 1 of 6 Pages
| CUSIP No. 53625R104 | 13G | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSON
Lionheart Equities, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,922,500 (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock) (1) |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
4,922,500 (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock) (1) | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,922,500 (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock) (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7% | |
| 12 | TYPE OF REPORTING PERSON*
OO | |
(1) Does not include warrants to purchase 130,000 shares of common stock that are not exercisable until the closing of a business combination.
| CUSIP No. 53625R104 | 13G | Page 3 of 6 Pages |
| 1 | NAME OF REPORTING PERSON Ophir Sternberg |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,922,500 (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock) (1) (2) |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
4,922,500 (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock) (1) (2) | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,922,500 (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock) (1) (2) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7% | |
| 12 | TYPE OF REPORTING PERSON*
IN | |
(1) Does not include warrants to purchase 130,000 shares of common stock that are not exercisable until the closing of a business combination.
(2) Consists of shares owned by Lionheart Equities, LLC (“Lionheart Equities”). Ophir Sternberg shares voting and dispositive power over the shares owned by the Lionheart Equities.
| CUSIP No. 53625R104 | 13G | Page 4 of 6 Pages |
Explanatory Note
Item 1.
(a) Name of Issuer: Lionheart Acquisition Corporation II
(b) Address of Issuer's Principal Executive Offices:
4218 NE 2nd Avenue
Miami, FL 33137
Item 2.
(a) Name of Person Filing:
This statement is filed by:
(i) Lionheart Equities, LLC
(ii) Ophir Sternberg
(b) Address of Principal Business Office or if none, Residence:
c/o Lionheart Acquisition Corporation II
4218 NE 2nd Avenue
Miami, FL 33137
(c) Citizenship:
Lionheart Equities, LLC – Delaware
Ophir Sternberg – United States
(d) Title of Class of Securities: Class A and Class B Common Stock, $0.0001 par value
(e) CUSIP Number: 53625R104
Item 3. Not Applicable
Item 4. Ownership.
| (a) | Amount Beneficially Owned: |
Lionheart Equities, LLC – 4,922,500 shares (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock).
Ophir Sternberg – 4,922,500 shares (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock). Consists of shares owned by Lionheart Equities, LLC.
| (b) | Percent of Class: |
Lionheart Equities, LLC – 16.7%
Ophir Sternberg – 16.7%
| CUSIP No. 53625R104 | 13G | Page 5 of 6 Pages |
The foregoing percentages are based on a total of 29,400,000 shares of Class A common stock and Class B common stock outstanding as of December 31, 2020.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Lionheart Equities, LLC – 4,922,500 shares (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock)
Ophir Sternberg – 0
(ii) shared power to vote or to direct the vote:
Lionheart Equities, LLC – 0
Ophir Sternberg – 4,922,500 shares (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock)
(iii) sole power to dispose or to direct the disposition of:
Lionheart Equities, LLC – 4,922,500 shares (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock)
Ophir Sternberg – 0
(iv) shared power to dispose or to direct the disposition of:
Lionheart Equities, LLC – 0
Ophir Sternberg – 4,922,500 shares (consists of 4,662,500 shares of Class B Common Stock and 260,000 shares of Class A Common Stock)
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable
Item 8. Identification and Classification of Members of the Group: Not Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certifications: Not Applicable
| CUSIP No. 53625R104 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 16, 2021
| LIONHEART EQUITIES, LLC | ||
| By: | /s/ Ophir Sternberg | |
| Name: Ophir Sternberg | ||
| Title: Member | ||
| /s/ Ophir Sternberg | ||
| Ophir Sternberg | ||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A and Class B common stock, $0.0001 par value, of Lionheart Acquisition Corporation II, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 16, 2021.
| LIONHEART EQUITIES, LLC | ||
| By: | /s/ Ophir Sternberg | |
| Name: Ophir Sternberg | ||
| Title: Member | ||
| /s/ Ophir Sternberg | |
| Ophir Sternberg |