UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): Form ¨ 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR
For Period Ended: March 31, 2022
¨Transition Report on Form 10-K
¨Transition Report on Form 20-F
¨Transition Report on Form 11-K
¨Transition Report on Form 10-Q
¨Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Full Name of Registrant:
Lionheart Acquisition Corporation II
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number):
4218 NE 2nd Avenue
Miami, FL 33131
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| x | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| ¨ | (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Lionheart Acquisition Corporation II (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Quarterly Report”) by the prescribed due date without unreasonable effort or expense due to needing additional time to complete the final review of its financial statements and other disclosures in the Quarterly Report.
The Company is working diligently to complete the Quarterly Report and the Company currently expects to file the Quarterly Report within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Ophir Sternberg | (305) | 573-3900 |
| (Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes x No¨
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof?
Yes ¨ No x
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Lionheart Acquisition Corporation II
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 13, 2022 | By: | /s/Ophir Sternberg |
|
Name: Ophir Sternberg Title: Chief Executive Officer |