Security Matters SPAC Presentation Deck
Transaction Overview
Overview
Lionheart III Corp ("LION") has agreed to acquire Security
Matters Limited ("SMX") at an implied pre-money equity
valuation of $200 million
Lionheart III Corp is a publicly-listed special purpose acquisition
vehicle with $126.3 million in trust
Expected transaction close is Q4 2022
Illustrative Pro Forma Ownership (¹)
■ LION Shareholders
- LION Sponsor
■ SMX Existing Shareholders
EQUILIBRIUM
ECONOMY
55.5%
34.7%
9.8%
Illustrative Sources & Uses ($m)
Sources
LION Cash in Trust (²)
LION Sponsor (3)
SMX Rollover Equity
Total Sources
Uses
LION Sponsor(2)
SMX Cash to Balance Sheet(4)
SMX Rollover Equity
Transaction Expenses (5)
Total Uses
Illustrative Pro Forma Valuation ($m)
Valuation Summary
Pro Forma Equity Value
Plus: Net Debt (4)
SECURITY
MATTERS
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.
$126.3
6.0
200.0
$332.3
$6.0
115.9
200.0
10.4
$332.3
$360.3
ar²
INTELLIGENCE ON THINGS
Pro Forma Enterprise Value
(¹) Pro Forma Ownership on a non-fully diluted basis at $10.00 per share
(2) LION Cash in Trust assumes no redemptions by LION Shareholders. Recent SPAC transactions have been
characterized by high redemption rates.
(3) LION Sponsor includes 125,000 private placement units purchased by the IPO underwriter
(4) SMX Cash to Balance Sheet (Net Debt) assumes $126.3m LION Cash in Trust minus $10.4m Transaction
Expenses
(5) Transaction Expenses include deferred IPO underwriting fee, M&A fee and an estimated $5m for other
transaction expenses; subject to change
9
(115.9)
$244.4View entire presentation