UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

June 9, 2021

Date of Report (Date of earliest event reported)

Lionheart Acquisition Corporation II

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (305) 573-3900

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Lionheart Acquisition Corporation II (the “Company”) deeply regrets to announce that Mr. Steven Berrard, a member of the Company’s board of directors (the “Board”) and a member of the Board’s Audit Committee and Compensation Committee, passed away on June 7, 2021. Mr. Berrard joined the Board in August 2020. The Company is extremely grateful for Mr. Berrard’s dedication and service to the Company. The Company’s management and Board extends its sincere condolences to Mr. Berrard’s family.

On June 9, 2021, the Company notified the NASDAQ Capital Market LLC (“Nasdaq”) that due to Mr. Berrard’s death, the Company is no longer in compliance with (i) Nasdaq Listing Rule 5605(b)(1), which requires the Board to be comprised of a majority of independent directors and (ii) Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be comprised of a minimum of three independent directors ((i) and (ii), the “Nasdaq Requirements”). Pursuant to (x) Nasdaq Listing Rule 5605(b)(1)(A), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(b)(1), which cure period will expire upon June 7, 2022 and (y) Nasdaq Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), which cure period will expire upon June 7, 2022 ((x) and (y), the “Cure Periods”).

On June 10, 2021, Nasdaq issued a letter to the Company confirming the Company’s noncompliance with the Nasdaq Requirements and informing the Company of the Cure Periods. The Company intends to appoint an additional independent director to the Board and Audit Committee prior to the end of the Cure Periods.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.