SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Lionheart Equities, LLC (Last) (First) (Middle) 4218 2ND AVENUE (Street) MIAMI FL 33137 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Lionheart Acquisition Corp. II [ LCAP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/25/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/25/2021		P		180,000(1)	A	$10	440,000	D
Class A Common Stock	07/04/2021		P		5,000(2)	A	$10	445,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)	06/25/2021		P		540,000		(3)	(3)	Class A Common Stock	540,000	(3)	5,202,500	D
Class B Common Stock	(3)	07/04/2021		P		15,000		(3)	(3)	Class A Common Stock	15,000	(3)	5,217,500	D
Warrants to purchase Class A Common Stock	$11.5	06/25/2021		P		90,000		(4)	(5)	Class A Common Stock	90,000	(1)	220,000	D
Warrants to purchase Class A Common Stock	$11.5	07/04/2021		P		2,500		(4)	(5)	Class A Common Stock	2,500	(2)	222,500	D

Explanation of Responses:

1. In connection with Mr. Aman Kapadia's resignation as a director of the issuer, Lionheart Equities, LLC acquired all of the issuer's private placement units and Class B Common Stock held by vehicles and accounts managed by Akaris Global Partners LP, an entity over which Mr. Kapadia has voting and dispositive power. Each private placement unit consists of one share of Class A Common Stock and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A Common Stock at a price of $11.50 per share, subject to certain adjustments.

2. In connection with Mr. Trevor Barran's resignation as a director and chief operating officer of the issuer, Lionheart Equities, LLC acquired all of the issuer's private placement units and Class B Common Stock owned by Mr. Barran. Each private placement unit consists of one share of Class A Common Stock and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A Common Stock at a price of $11.50 per share, subject to certain adjustments.

3. As described in the issuer's registration statement on Form S-1 (File No. 333-240130) (the "Registration Statement"), the shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

4. The warrants become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination and (ii) August 18, 2021.

5. The warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation, as described in the Registration Statement.

	Lionheart Equities, LLC By: /s/ Ophir Sternberg	07/07/2021
	** Signature of Reporting Person	Date
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