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                            April 28, 2022

       Ophir Sternberg
       President and Chief Executive Officer
       Lionheart Acquisition Corp. II
       4218 NE 2nd Avenue
       Miami, FL 33137

                                                        Re: Lionheart
Acquisition Corp. II
                                                            Amendment No. 5 to
Registration Statement on Form S-4
                                                            Filed April 22,
2022
                                                            File No. 333-260969

       Dear Mr. Sternberg:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our April
18, 2022 letter.

       Amendment No. 5 to Registration Statement on Form S-4 Filed April 22,
2022

       The Income Approach (Discounted Cash Flow Analysis), page 200

   1.                                                   We note your response
and amended disclosure in response to comment 2. Specifically,
                                                        we note that in
selecting companies within each of the three categories, you considered
                                                        each company's size,
but not market capitalization amounts. In selecting such companies,
                                                        if you selected a
different metric for considering size, please revise to state as much.
 Ophir Sternberg
FirstName   LastNameOphir
Lionheart Acquisition  Corp.Sternberg
                             II
Comapany
April       NameLionheart Acquisition Corp. II
       28, 2022
April 228, 2022 Page 2
Page
FirstName LastName
Lionheart Acquisition Corporation II
Notes to Consolidated Financial Statements
Note 5. Related Party Transactions, page F-16

2.       We note your revised disclosure on page 249 in response to comment 3.
As previously
         requested, please provide this disclosure in note 5 to the financial
statements or tell us
         why it is not necessary to disclose the related party transactions
with your general legal
         counsel in the footnote.
       You may contact Suying Li at (202) 551-3335 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any
other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services
cc:      Steven D. Pidgeon