--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-069163" form_type: "8-K" ticker: null cik: "0001845991" company_name: "Lionheart III Corp" filed_at: "2023-03-13T23:59:59+00:00" generated_at: "2026-06-18T04:52:12.929751+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Lionheart III completes merger with Security Matters; SMX PLC lists on Nasdaq ## Summary - Business combination closed March 7, 2023; SMX PLC issued 22,501,306 ordinary shares and 8,449,994 warrants. - Ordinary shares and warrants began trading on Nasdaq March 8 under SMX and SMXWW. - Lock-up agreements: 14 months for officers/directors; 6 months for sponsor; early release if stock >$12.50 for 20 days. - All prior Lionheart directors and officers resigned; Haggai Alon appointed CEO of surviving Lionheart subsidiary. - Lionheart Class A common stock and warrants delisted; deregistration to follow. ## SEC filing metadata - accession: 0001193125-23-069163 - form_type: 8-K - cik: 0001845991 - company_name: Lionheart III Corp - filed_at: 2023-03-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/0001193125-23-069163-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/d450608d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-069163 - JSON: https://secwatch.observer/filing/0001193125-23-069163.json - Plain text: https://secwatch.observer/filing/0001193125-23-069163.txt ## Key facts - Executive change Haggai Alon was appointed as Chief Executive Officer at Lionheart III Corp. - Action: appointed - Role: Chief Executive Officer source text: Haggai Alon was appointed as the Chief Executive Officer of Lionheart. evidence_url: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/0001193125-23-069163-index.htm - Governance Changes Lionheart III Corp: Amended and restated bylaws upon SPAC merger (effective 2023-03-03). - Change: bylaw amendment - Effective: 2023-03-03 source text: following the SPAC Merger Effective Time, Lionheart’s bylaws as in effect immediately prior to the business combination were amended and restated evidence_url: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/0001193125-23-069163-index.htm - Governance Changes Lionheart III Corp: Amended and restated certificate of incorporation upon SPAC merger (effective 2023-03-03). - Change: charter amendment - Effective: 2023-03-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/0001193125-23-069163-index.htm - Material Agreements Lionheart III Corp entered into Assignment, Assumption and Amendment Agreement with SMX PLC, Lionheart, Continental Stock Transfer & Trust Company (Warrant Agent) valued at Warrant Amendment to assume and amend Lionheart Warrant Agreement, converting Lionheart Warrants to (effective 2023-03-07). - Action: entry - Counterparty: SMX PLC, Lionheart, Continental Stock Transfer & Trust Company (Warrant Agent) - Value: Warrant Amendment to assume and amend Lionheart Warrant Agreement, converting Lionheart Warrants to - Effective: 2023-03-07 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/0001193125-23-069163-index.htm - Material Agreements Lionheart III Corp entered into Lock-up Agreement with SMX PLC, certain shareholders (including directors and officers, Sponsor and its members) valued at Lock-up Agreement entered into on February 23, 2023 with various lock-up periods (six months for Spo (effective 2023-02-23). - Action: entry - Counterparty: SMX PLC, certain shareholders (including directors and officers, Sponsor and its members) - Value: Lock-up Agreement entered into on February 23, 2023 with various lock-up periods (six months for Spo - Effective: 2023-02-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/0001193125-23-069163-index.htm - Material Agreements Lionheart III Corp entered into Business Combination Agreement with Security Matters Limited, SMX (Security Matters) Public Limited Company, Aryeh Merger Sub, Inc. valued at Business combination consummated on March 7, 2023 (effective 2023-03-07). - Action: entry - Agreement: merger - Counterparty: Security Matters Limited, SMX (Security Matters) Public Limited Company, Aryeh Merger Sub, Inc. - Value: Business combination consummated on March 7, 2023 - Effective: 2023-03-07 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/0001193125-23-069163-index.htm - Material Agreements Lionheart III Corp entered into Amended and Restated Registration Rights Agreement with Lionheart Equities, LLC, SMX PLC, Original Holders valued at Amended and Restated Registration Rights Agreement entered into on February 23, 2023 (effective 2023-02-23). - Action: entry - Counterparty: Lionheart Equities, LLC, SMX PLC, Original Holders - Value: Amended and Restated Registration Rights Agreement entered into on February 23, 2023 - Effective: 2023-02-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1845991/000119312523069163/0001193125-23-069163-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.