Under the proposed transaction, upon completion, equityholders of both companies would become equityholders of a newly formed holding company (the "Combined Company"), whose shares are expected to be listed on the Capital Market tier of the Nasdaq Stock Market LLC.
The LOI contemplates a preliminary indicative pre-money enterprise value for KEO Energy of $400 million. This figure is preliminary, is subject to confirmatory diligence and to the final determination of applicable fiscal terms with Venezuelan governmental authorities, and does not represent a representation or warranty of value by either party. The valuation ultimately reflected in any definitive agreements may differ materially.
"This LOI is an important step toward building a pure-play, Nasdaq-listed Venezuela oil platform, and we look forward to completing this exciting merger with the KEO team."
— Ophir Sternberg, Chairman and CEO, Lionheart Holdings
"We're pleased to reach this milestone with Lionheart and believe it positions KEO Energy to access public capital markets and advance our growth plans."
— Paolo Fidanza, Chairman, Keo Capital AB
KEO Energy's principal asset is an indirect equity interest in a joint venture holding interests in the PetroUrdaneta Project in the Bolivarian Republic of Venezuela. Consummation of the proposed transaction would be conditioned on, among other things, confirmation that the transaction is authorized under applicable U.S. and other economic sanctions, including those administered by the U.S. Office of Foreign Assets Control ("OFAC"), and receipt of required approvals from the Venezuelan ministry with jurisdiction over hydrocarbons.
Upon closing, the board of directors of the Combined Company is expected to consist of six directors, three appointed by KEO Energy and three appointed by Lionheart. Paolo Fidanza, Chairman of Keo Capital AB, is expected to serve as Executive Chairman, and Lionheart is expected to have the right to appoint a Vice Chairman and the chairs of the board's committees.
The parties intend to negotiate and execute a definitive agreement, targeted for August 17, 2026. The parties will announce additional details regarding the proposed business combination when a definitive agreement is executed. No assurances can be provided as to the entry into or timing of any definitive agreement or the consummation of any transaction. Any transaction would remain subject to satisfactory due diligence, the negotiation of a definitive agreement and related ancillary agreements providing for the proposed business combination, completion of audited financial statements, regulatory and governmental approvals, approval by the shareholders of both parties, and other customary closing conditions.
About Lionheart Holdings
Lionheart Holdings (CUB) is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Lionheart completed its initial public offering in June 2024 and currently holds approximately $200 million in a trust account for the benefit of its public shareholders.
About KEO Energy
KEO Energy is a wholly owned subsidiary of Keo Capital, with a principal asset consisting of an indirect equity interest in a joint venture holding interests in the PetroUrdaneta Project in the Bolivarian Republic of Venezuela.
About KEO Capital
Keo Capital AB (Nasdaq Stockholm: KEOC) is a listed technology-driven financial solutions provider focused on improving liquidity, security, transparency, and efficiency in B2B supply chain financing and corporate travel and expense management. Keo Capital operates a unified digital ecosystem that enables buyers and suppliers to interact through complementary solutions designed to address the full spectrum of corporate payables. The shares are listed on Nasdaq Stockholm (KEOC). For more information, please visit www.keocapital.com.
Source: Lionheart Holdings
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