Lionheart III completes merger with Security Matters; SMX PLC lists on Nasdaq

Haggai Alon was appointed as the Chief Executive Officer of Lionheart.

following the SPAC Merger Effective Time, Lionheart’s bylaws as in effect immediately prior to the business combination were amended and restated

On March 3, 2023, Lionheart filed with the Secretary of State of Delaware the certificate of merger relating to the merger of Merger Sub with and into Lionheart (the “ Merger ”), with an effective time immediately following the consummation of the SMX Scheme Acquisition (as defined in the BCA) and immediately prior to the issuance of the Scheme Consideration (as defined in the BCA) (the “ SPAC Merger Effective Time”) . At the SPAC Merger Effective Time, Lionheart’s certificate of incorporation as in effect immediately prior to the SPAC Merger Effective Time was amended and restated in its entirety

On the closing of the Business Combination, SMX PLC entered into an Assignment, Assumption and Amendment Agreement with Lionheart and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “ Warrant Agent ”) (the “ Warrant Amendment ”) to amend and assume Lionheart’s obligations under the existing Warrant Agreement, dated November 3, 2021, by and among Lionheart and the Warrant Agent (the “ Lionheart Warrant Agreement ”), with respect to each warrant entitling the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the “ Lionheart Warrants ”) to give effect to the conversion of Lionheart Warrants to warrants to purchase Ordinary Shares, on substantially the same terms as the Lionheart Warrants (the “ SMX PLC Warrants ”).

In connection with closing of the Business Combination, on February 23, 2023, SMX PLC and certain shareholders entered into a Lock-up Agreement pursuant to which, among other things, such shareholders agreed not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any Ordinary Shares beneficially owned by such shareholders immediately following the closing of the Business Combination (the “ Lock-Up ”), subject to certain exceptions set forth in each Lock-up Agreement, including the ability of the shareholders to pledge any such Ordinary Shares in connection with securing financing or otherwise.

On March 7, 2023, Lionheart III Corp, a Delaware corporation (“ Lionheart ”), Security Matters Limited, a formerly publicly traded company on the Australian Securities Exchange (“ SMX Australia ”), SMX (Security Matters) Public Limited Company (f/k/a Empatan Public Limited Company), a public limited company incorporated in Ireland (the “ SMX PLC ”), and Aryeh Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”) consummated the previously announced business combination (the “ Business Combination ”), pursuant to the terms of the Business Combination Agreement (the “ BCA ”) and the Scheme Implementation Deed (the “ SID ”), dated July 26, 2022, as amended, by and among Lionheart, SMX Australia, SMX PLC and, in the case of the BCA, Merger Sub.

In connection with closing of the Business Combination, on February 23, 2023, Lionheart Equities, LLC (the “ Sponsor ”), SMX PLC and the Original Holders listed on Schedule A therein, entered into an Amended and Restated Registration Rights Agreement pursuant to which, the Sponsor and the Original Holders have customary demand and piggyback registration rights in connection with the Ordinary Shares issued to them in exchange for each share of Class A Common Stock and Lionheart Class B common stock.