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Australian Track and Trace Solution Specialist Security Matters to Merge with SPAC.

Document Cited in Related
Vincent

MANews-(C)2009-2022

Australia-based track and trace solution provider Security Matters Ltd (ASX: SMX) and US-based special purpose acquisition company Lionheart III Corp (NASDAQ: LION) have entered into a business combination agreement and accompanying scheme implementation deed pursuant to which SMX will list on NASDAQ via a newly-formed Irish Company to be named "SMX Public Ltd. Company", the companies said.

Security Matters is engaged in the development and the commercialization of track and trace technology for a wide variety of industries.

The company provides a track and trace solution utilizing a sub-molecular hidden marker system, a reader, and a blockchain record providing transparency and authentication.

The Company's technology comprises a chemical-based hidden barcode system, alongside a reader to identify these codes, and a blockchain record to store and protect ownership data. It provides product authentication, brand accountability, and quality assurance solutions.

It offers a business-to-business (B2B), white-label solution that serves market leaders' needs for authentication, supply chain integrity, and quality assurance.

The company serves a range of markets, such as chemistry, plastics, electronics, precious metals and minerals, food and beverage and agriculture.

Upon the closing of the transaction, 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 ASX.

The total proforma equity value of the combined group is expected to be USD 360m. This reflects an implied pre-money valuation of SMX of USD 200m.

SMX shareholders will receive consideration via a scheme of arrangement consisting of an aggregate of 20m ordinary shares of SMX Ireland being 10.2432 SMX Shares per one share in SMX Ireland, with an issued value of USD 10.00 per SMX Ireland Share.

The parties expect a post-transaction cash balance of USD 116m after fees and expenses (subject to Lionheart's public stockholders...

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