Security Matters’ next stage of growth includes a merger with Lionheart III Corp, a NASDAQ-listed blank cheque company which will see it list on the tech-heavy New York exchange (NASDAQ).

Security Matters (ASX:SMX) is set to merge with Lionheart, a SPAC company on NASDAQ, to form one listed company that will be traded on the NASDAQ exchange.

Under the Business Combination Agreement (BCA), and accompanying scheme implementation deed (“SID”) SMX will list on NASDAQ via a newly-formed Irish company (“SMX Ireland”) to be named “SMX Public Limited Company.”

When the deal goes ahead, the shares and warrants will trade under the ticker symbols SMX and SMXW respectively, and Security Matters shall cease to be quoted on the ASX.

The deal values the combined group at US$360 million, reflecting a pre-money enterprise value of SMX of US$200 million. At Friday’s close, SMX’s market cap stood at just below $20 million.

The transaction is anticipated to generate proceeds of up to ~US$116 million of cash, and SMX shareholders will own approximately 55.5% of the combined company – assuming there are low redemptions by Lionheart’s public stockholders.

The board of SMX says that it considers the transaction to be in the best interest of SMX shareholders, and has unanimously recommended that they vote for the deal.

Game-changer for plastics industry

The value proposition for SMX’s products is clear cut.

The company’s trademarked blockchain automated auditing technology provides materials a memory of its origination and history, so it can be recycled, reused, and authenticated multiple times.

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

“The world is demanding greater transparency, efficiency, and resilience with an ultimatum to do things better and a challenge loaded with exciting possibilities,” they said.

“To unlock the way global businesses will operate tomorrow, SMX is the enabler for a real-world circular economy that works.”

They said SMX creates a sustainable system within the current value chain system, the first of its kind which empowers businesses to build the real-world circular economy.

“Our technology is changing the business’s operations individually and together from the inside out, to transform into sustainable ecosystems that work as a united whole,” they said.

Four key benefits of the SMX platform

  • Enhanced data flow and circularity: The SMX proprietary and patented marker and block chain open system is able to store data at a molecular level within products and materials, allowing for increased transparency of marked content, for greater granularity and ease of recycling.
  • Exciting knowledge gathering potential: The SMX reader is designed to enable easy data gathering at any point within the supply chain, without affecting the product or material, eliminate blind spots, and provide the complete picture.
  • Multiple-stages and multiple-loops traceability: The resilience of the SMX marker and block-chain platform is designed to ensure that the data is never compromised or lost, enabling more accurate and reliable traceability as the material is recycled/reused multiple times.
  • Multiple application possibilities: Each SMX marker is unique and can be applied to any material, providing access to a large number of markers and a system with greater potential for different applications.

Reputation for creating a circular economy

SMX has built a solid global reputation for its solution to create a circular economy.

The company has joined the Global Platform for Sustainable Natural Rubber (GPSNR) and 4evergreen, a cross-industry alliance committed to the circularity of global fibre-based packaging.

SMX was awarded the 2021 Global Waste Management & Recycling Digitalization Technology Innovation Leadership Award.

It has also been working to implement its technology to help UK companies reduce auditing costs from a new 30% tax on plastic packaging.

Looking ahead

SMX says the proceeds of the deal will be used to fund operations and strategic growth opportunities.

Under the BCA, a subsidiary of SMX Ireland will merge with and into Lionheart, with Lionheart surviving the merger as a wholly owned subsidiary of SMX Ireland.

Existing Lionheart stockholders will receive SMX Ireland shares and warrants in exchange for their existing Lionheart shares and warrants.

At the same time, all shares in SMX will be cancelled in return for SMX Ireland Shares, with SMX then issuing a share to SMX Ireland (resulting in SMX becoming a wholly owned subsidiary of SMX Ireland).

Current SMX CEO Haggai Alon will be appointed as CEO of SMX Ireland, the parent of the SMX Group.

SMX says that shareholders do not need to take any action at this stage but shall receive a Scheme Booklet, to be mailed, containing information in relation to the transaction.

This article was developed in collaboration with Security Matters, a Stockhead advertiser at the time of publishing.

This article does not constitute financial product advice. You should consider obtaining independent advice before making any financial decisions.

This article was also published in The Australian.

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