Security Matters SPAC Presentation Deck
Disclaimer US (cont'd)
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED THEREIN.
Industry and Market Information
Information contained in this Presentation concerning Security Matters' industry and the markets in which it operates, including Security Matters' general expectations and market position, market
opportunity and market size, is based on information from Security Matters' management's estimates and research, as well as from industry and general publications and research, surveys and studies
conducted by third parties. In some cases, we may not expressly refer to the sources from which this information is derived. Management estimates are derived from industry and general publications and
research, surveys and studies conducted by third parties and Security Matters' knowledge of its industry and assumptions based on such information and knowledge, which we believe to be reasonable. In
addition, assumptions and estimates of Security Matters' and its industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other
factors could cause Security Matters' future performance and actual market growth, opportunity and size and the like to differ materially from our assumptions and estimates.
Trademarks
All rights to the trademarks, copyrights, logos and other intellectual property listed herein belong to their respective owners and Security Matters' or Lionheart's use thereof does not imply an affiliation
with, or endorsement by the owners of such trademarks, copyrights, logos and other intellectual property. Solely for convenience, trademarks and trade names referred to in this Presentation may not
appear with the ® or TM symbols, but such references are not intended to indicate, in any way, that Security Matters or Lionheart will not assert, to the fullest extent under applicable law, their rights or the
right of the applicable licensor to these trademarks, service marks and trade names.
Use of Non-GAAP Financial Measure
SECURITY
MATTERS
This Presentation includes a presentation of Net Debt, which is a non-GAAP financial measure, that is not prepared in accordance with accounting principles generally accepted in the United States
("GAAP") and that may be different from the non-GAAP financial measure used by other companies. Security Matters and Lionheart believe that the use of this non-GAAP financial measure provides an
additional tool for investors to use in evaluating the post business combination company. This non-GAAP measure should not be considered in isolation from, or as an alternative to, the financial
measures determined in accordance with GAAP. A reconciliation of Net debt to the most directly comparable GAAP measure is included in this Presentation.
Participants in the Solicitation of Proxies
This Presentation is not a solicitation of a proxy from any investor or security holder. Lionheart, Securities Matters, and their respective directors, executive officers and other members of their
management and employees, may, under SEC rules, be deemed to be participants in the solicitation of proxies of Lionheart's stockholders in connection with the proposed business combination. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of Lionheart's directors and executive officers in Lionheart's Annual Report on Form 10-K for the
year ended December 31, 2021, filed with the SEC on April 14, 2022, and other reports filed with the SEC. Additional information regarding the participants will also be included in the Form F-4 that
includes the proxy statement/prospectus, when it becomes available. When available, these documents can be obtained free of charge from the sources indicated above.
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.
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INTELLIGENCE ON THINGS
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