Security Matters Announces Business Combination with Lionheart III Corp, Expecting Valuation at US$360 Million on Nasdaq Listing

MELBOURNE, July 26, 2022 /PRNewswire/ --  Australian technology company Security Matters Ltd.^[1] (ASX: SMX) announces its business combination with Lionheart III Corp.^[2] (NASDAQ:LION), a special acquisition purpose company. The combined Nasdaq entity is expected to be valued at US$360 million. The combined entity will list on NASDAQ via a newly-formed Irish company to be named SMX Public Limited Company "SMX Ireland"). Upon the closing of the business combination, the ordinary shares and warrants of SMX Ireland are expected to trade on NASDAQ under the new ticker symbols "SMX" and "SMXW", respectively, and SMX shall cease to be quoted on the Australian Stock Exchange ("ASX").

The value reflects an implied pre-money valuation of the company on the ASX of US$200 million and is anticipated to generate proceeds of up to approximately US$116 million, assuming no redemptions by Lionheart's public stockholders (noting that recent SPAC transactions have been characterized by high redemption rates).  The combined entity is expected to commence trading on Nasdaq in Q4 2022

"The world is demanding greater transparency, efficiency, and resilience. There is a critical call to action by the global market to do things better.  This is a challenge loaded with exciting possibilities that Security Matters is ready to accept by creating products that can help uphold supply-chain integrity, provide quality assurance and brand accountability to producers of goods. With this merger, we have entered a new chapter to boost our capacity to power and enable the circular economy" said SMX.

Additional information about the merger and proposed transaction will be provided in a current report on form 8-K to be filed by Lionheart with the Securities and Exchange Commission and available at www.sec.gov ^[3]as well as online at Iheartcapital.com^[4]. SMX expects the filing of the F4 within weeks.

Power and Enable Circular Economy

SMX is an enabler for a real-world circular economy that works by giving materials a memory of their origination and history, that facilitates the materials' ability to be recycled, reused, and authenticated multiple times.

SMX is a company for the 21st century, enabling a transition to a circular economy that is positive, productive, and profitable for participants in the value chain – and the planet.

Through the company's white-label B2B offerings, the future of a sustainable world is able to be created by narratives that connect tangible, sustainable, ESG practices with the brand's transparent traceability strategy, designed to create a profitable lifetime relationship with its customers that is circular rather than linear or transactional. 

The System Within

SMX creates a sustainable system within the current value chain system, designed to empower businesses to build a real-world circular economy. 

Advancing four key benefits including enhanced data flow and circularity, with exciting knowledge-gathering potential; multiple-stages and multiple-loops traceability; and multiple application possibilities, the SMX system can help change the way businesses operate from the inside out to transform into sustainable ecosystems.

References

1. ^{^} Security Matters Ltd. (smx.tech)
2. ^{^} Lionheart III Corp. (lheartcapital.com)
3. ^{^} www.sec.gov (www.sec.gov)
4. ^{^} Iheartcapital.com (lheartcapital.com)