SMX ordinary shares to
commence trading on the Nasdaq Global
Market under the ticker "SMX" and warrants to commence
trading on the Nasdaq Capital Market under the symbol
"SMXWW" on March 8, 2023
NEW
YORK, March 8, 2023 /PRNewswire/ -- SMX
(Security Matters) Public Limited Company (formerly Empatan Public
Limited Company) today announced the closing of its previously
announced business combination with Lionheart III Corp (NasdaqCM:
LION, LIONW) ("Lionheart"). SMX's ordinary shares are expected to
commence trading on the Nasdaq Global Market, and warrants are
expected to commence trading on the Nasdaq Capital Market, on
March 8, 2023 under the ticker
symbols "SMX" and "SMXWW."
Prior to the commencement of trading of SMX's ordinary shares
and warrants on Nasdaq, the trading on the Australian Security
Exchange of Security Matters Limited, SMX's wholly-owned subsidiary
as of the closing of the business combination with Lionheart, as
well as the trading of the securities of Lionheart on Nasdaq, are
expected to cease. Shareholders of Security Matters Limited
who own shares of that company will receive securities in SMX in
accordance with the terms of the business combination.
Haggai Alon, Chief Executive Officer of SMX, stated, "The
closing of the business combination with Lionheart represents a
wonderful step forward in the development and global recognition of
SMX. We expect that the business combination of SMX with the
Miami-based Lionheart, which was
first announced in July 2022, will
buoy SMX's position as a leader
in enabling
supply chain authentication, traceability, and
transparency, transforming businesses for participation in the
circular economy."
SMX's technology originated in Israel and was originally developed by the
Israeli Security Establishment and Nuclear Atomic Agency. It is a
proven technology that the Company expects will be reliable,
operational, and scaled up at a national level. After its
predecessor enjoyed
several years on the Australian Securities Exchange, SMX
will now be listed on Nasdaq as a new segment creator for the
circular economy and industrial technology.
"The listing on Nasdaq, which is the world's premier exchange
for technology companies and investors, is a tremendous achievement
for SMX and, together with our partnership with the Lionheart team,
provides SMX with immense opportunities to further access highly
valued strategic partners, as well as institutional and other
investors. We look forward to working together to expand our
business, continue our execution of existing relationships and
opportunities, access additional verticals and build our public
market," further commented Mr. Alon.
Ophir Sternberg, Chairman and
Chief Executive Officer of Lionheart III said: "Global markets
demand companies be better prepared for transparency, efficiency
and resiliency, and Lionheart is thrilled to be a part of the
exciting possibilities that lie ahead for SMX."
SMX in Times Square
to Mark Listing on Nasdaq
The SMX Board of Directors, together with its valued advisors
and strategic business partners, will mark the opening of SMX's
trading on Nasdaq with an Opening Bell Ceremony live from the
iconic Nasdaq trading floor on March
14, 2023. The Ceremony, to be held at the Nasdaq
MarketSite Tower
in New York, NY, will be led by SMX Founder,
Executive Director, and Chief Executive
Officer Haggai Alon and Ophir
Sternberg, Chairman and CEO of Lionheart III Corp. This
milestone moment for SMX and the stakeholders who elevated and
supported the Company can be seen through a live broadcast of
the event that begins at 9:15 a.m. Eastern
Time.
To view the broadcast, please visit:
https://www.nasdaq.com/marketsite/bell-ringing-ceremony.
Summary of the Business Combination
Transaction
On July 26, 2022, SMX (Security
Matters) Public Limited Company entered into a Business Combination
Agreement and a scheme implementation deed ("SID") by and among the
Company, Lionheart, Security Matters Limited and Aryeh Merger Sub,
Inc., a Delaware corporation and a
wholly owned subsidiary of the Company ("Merger Sub"). Subject to
the terms of the Business Combination Agreement and the SID, all
Security Matters shares were cancelled in return for the issuance
of ordinary shares of SMX to all current shareholders, and SMX
receiving one share in Security Matters (resulting in Security
Matters becoming a wholly owned subsidiary of SMX. Additionally,
Merger Sub merged with and into Lionheart, with Lionheart surviving
as a wholly owned subsidiary of SMX, with existing Lionheart
shareholders receiving ordinary shares of the Company in exchange
for their existing Lionheart shares and existing Lionheart warrant
holders had their warrants automatically adjusted to become
exercisable in respect of SMX shares instead of Lionheart
shares.
For further information on this Business
Combination please visit:
- Full Prospectus F-4, as filed with the SEC:
https://sec.report/Document/0001193125-22-239088/;
- Full details of the Business Combination, as reported on the
ASX: https://smx.tech/assets/pdf/ASX-Announcement.pdf.
About SMX
SMX – Giving
materials a memory
of their origination and history,
so, it can be
recycled, reused, and authenticated multiple
times.
SMX is a forward looking, B2B white label technology company
which empowers companies across a variety of different industries,
including timber, rubber, palm oil, cocoa, steel, gold, luxury
goods, leather, plastics, and non-ferrous metals, to transition
successfully to a sustainable circular economy, thus reducing their
carbon footprint and waste.
SMX offers a robust, innovative, and scalable technology
solution that enables supply chain authentication, traceability,
and transparency, transforming businesses for participation in the
circular economy. Its technology gives materials in all states
of matter, solid, liquid, and gas, the ability to maintain a
virtual memory of their origination, processing and supply chain
journey, including the ability to authenticate provenance, as well
as to track recycling loop counts and the percentage of
authenticated and/or recycled materials contained. The data is
recorded digitally on blockchain, and a linking molecular chemical
marker is embedded in the product itself and can be read with
a proprietary reader. The SMX technology has been in active
operational use on a national scale by the Israeli Government for
more than ten years, is environmentally sustainable and has a
proven track record.
The SMX solution is an efficient, cost effective, drop-in
solution within an existing supply chain, enabling substantial
benefits for manufacturers, consumers, and others in the value
chain – and the planet, including providing the necessary data for
product recycling and re-use. In addition, the SMX technology
addresses the issue of the increase in waste globally by enabling
the increase in demand for verified, usable recycled materials by
creating a commoditized, tradable certified asset which is the
recycled material, which can be traded and sold to other players in
the value chain and ecosystem.
About Lionheart III Corp
Lionheart III Corp is a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses. For more information,
visit: https://lheartcapital.com/our-companies/lionheart-iii/.
Shareholder Information
Shareholders can contact our transfer agent, Continental Stock
Transfer & Trust Company, via its website
www.continentalstock.com, or its customer service phone
number 212-509-5586.
Following the consummation of the business combination on
March 7, 2023, statements will be
mailed to shareholders within three business days.
Continental will send a statement
and welcome letter
to shareholders once the records
become live on their system. Continental cannot
answer any shareholder questions until the data is loaded and it is
live on March 7, 2023.
Forward-Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements regarding expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "contemplate," "continue," "could,"
"estimate," "expect," "forecast," "intends," "may," "will,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this press release may include, for example:
statements about the ability to obtain or maintain the listing of
the ordinary shares on Nasdaq following the business combination;
changes in SMX's strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects and
plans; SMX's ability to develop and launch new products and
services; SMX's ability to successfully and efficiently integrate
future expansion plans and opportunities'; SMX's ability to grow
its business in a cost-effective manner; SMX's product development
timeline and estimated research and development costs; the
implementation, market acceptance and success of SMX's business
model; developments and projections relating to SMX's competitors
and industry; and SMX's approach and goals with respect to
technology. These forward-looking statements are based on
information available as of the date of this press release, and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing views as of any subsequent date, and no obligation is
undertaken to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be
required under applicable securities laws. As a result of a number
of known and unknown risks and uncertainties, actual results or
performance may be materially different from those expressed or
implied by these forward-looking statements. Some factors that
could cause actual results to differ include: the ability to
maintain the listing of the Company's shares on Nasdaq following
the business combination; changes in applicable laws or
regulations; the effects of the COVID-19 pandemic on SMX's
business; the ability to implement business plans, forecasts, and
other expectations after the completion of the business
combination, and identify and realize additional opportunities; the
risk of downturns and the possibility of rapid change in the highly
competitive industry in which SMX operates; the risk that SMX and
its current and future collaborators are unable to successfully
develop and commercialize SMX's products or services, or experience
significant delays in doing so; the risk that the Company may never
achieve or sustain profitability; the risk that the Company will
need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; the risk
that the Company experiences difficulties in managing its growth
and expanding operations; the risk that third-party suppliers and
manufacturers are not able to fully and timely meet their
obligations; the risk that SMX is unable to secure or protect its
intellectual property; the possibility that SMX may be adversely
affected by other economic, business, and/or competitive factors;
and other risks and uncertainties described in the Registration
Statement filed on Form F-4, as amended (File No. 333-267301),
including those under the section entitled "Risk Factors".
Follow us through our social channel @secmattersltd
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SOURCE SMX