Security Matters SPAC Presentation Deck
Disclaimer US (cont'd)
Disclaimer and Cautionary Note Regarding Forward-Looking Statements
This Presentation includes “forward-looking statements” within the meaning of the “safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "forecast," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict
or indicate future events or trends that are not statements of historical matters. Such forward-looking statements with respect to revenues, earnings, performance, strategies, the market, prospects and
other aspects of the businesses of Security Matters, Lionheart or a combined company after completion of the proposed business combination are based on current expectations that are subject to risks
and uncertainties. A number of factors, many of which are outside of the control of Security Matters and Lionheart, could cause actual results or outcomes to differ materially from those indicated by such
forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and
legal conditions; (ii) the inability of the Security Matters and Lionheart to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the
approval of the stockholders of Lionheart or equity holders of Security Matters is not obtained; (iii) failure to realize the anticipated benefits of the proposed business combination; (iv) Security Matters'
limited operating history; (v) Security Matters' ability to grow and manage its growth effectively; (vi) Security Matters' ability to execute its business plan; (vii) Security Matters' estimates of the size of the
markets for its products; (viii) the rate and degree of market acceptance of Security Matters' products; (ix) Security Matters' ability to identify and integrate acquisitions; (x) Security Matters' future
investments in its technology and operations; (xi) potential litigation involving Lionheart or Security Matters or the validity or enforceability of Security Matters' intellectual property; (xii) risks relating to
the uncertainty of the projected financial information with respect to Security Matters; (xiii) the effects of competition on Security Matters' business; (xiv) developments and changes in laws and
regulations; (xv) the impact of significant investigative, regulatory or legal proceedings; (xvi) general economic and market conditions impacting demand for Security Matters' products and services; (xvii)
the amount of redemption requests made by Lionheart's public stockholders; (xviii) the amount cash available following any redemptions by Lionheart stockholders; (xix) the ability to meet Nasdaq's
listing standards following the consummation of the proposed transaction; (xx) the ability of Lionheart or the combined company to issue equity or equity-linked securities in connection with the
proposed business combination or in the future; and (xxi) those factors discussed in Lionheart's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on April 14, 2022, under
the heading "Risk Factors," and other documents of Lionheart filed, or to be filed, with the Securities and Exchange Commission ("SEC").
SECURITY
MATTERS
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that
neither Lionheart nor Security Matters presently know or that Lionheart and Security Matters currently believe are immaterial that could also cause actual results to differ materially from those contained
in the forward-looking statements. In addition, forward-looking statements reflect Lionheart's and Security Matters' expectations, plans or forecasts or future events and views as of the date of this
Presentation. Lionheart and Security Matters anticipate that subsequent events and developments will cause Lionheart's and Security Matters' assessments to change. You are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date made. Security Matters and Lionheart undertake no commitment to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required by law.
EQUILIBRIUM
ECONOMY
Proprietary to Security Matters, and protected under Federal US, AU and EU IP laws and regulations, as are any results (physical or intellectual property) of any work done.
Or²
INTELLIGENCE ON THINGS
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