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United States securities and exchange commission logo
August 3, 2020
Paul Rapisarda
Chief Financial Officer and Secretary
Lionheart Acquisition Corp.
4218 NE 2nd Avenue, 2nd Fl.
Miami, Florida 33137
Re: Lionheart
Acquisition Corp.
Registration
Statement on Form S-1
Filed July 27, 2020
File No. 333-240130
Dear Mr. Rapisarda:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed July 27, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 71
1. You disclose on page 72
that you expect your primary liquidity requirements to include
approximately $770,000
(or $170,000 if the over-allotment option is exercised in full) for
working capital that
will be used for miscellaneous expenses and reserves; however, your
disclosure on page 64
states that these amounts are $770,000 (or $125,000 if the over-
allotment option is
exercised in full). Please reconcile this apparent discrepancy.
Note 8. Subsequent events, page F-15
2. Please enhance your
disclosure to disclose the actual date through which subsequent
events have been
evaluated. Please also disclose whether the date through which
Paul Rapisarda
Lionheart Acquisition Corp.
August 3, 2020
Page 2
subsequent events have been evaluated is the date the financial
statements were issued or
the date the financial statements were available to be issued. Refer
to ASC 855-10-50-1.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jeff Gordon at 202-551-3866 or John Cash at 202-551-3768
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other
questions.
FirstName LastNamePaul Rapisarda Sincerely,
Comapany NameLionheart Acquisition Corp.
Division of
Corporation Finance
August 3, 2020 Page 2 Office of
Manufacturing
FirstName LastName