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K&L Gates Advises Security Matters Limited on Scheme of Arrangement, De-SPAC and Merger with Lionheart III Corp.

28 July 2022

Melbourne – Global law firm K&L Gates has advised Security Matters Limited (ASX:SMX) in its US$360 million combination with Lionheart III Corp (Lionheart) (NASDAQ:LION), a publicly traded special purpose acquisition company. The agreement allows SMX to list on NASDAQ via a newly-formed Irish company SMX Ireland.

The transaction involves a take private via a cancellation scheme of arrangement in Australia and a business combination with the SPAC simultaneously.

On the closing of the transaction, the ordinary shares and warrants of SMX Ireland are expected to trade on NASDAQ, and SMX will cease to be quoted on the ASX.

The K&L Gates team that advised SMX was led by Melbourne partner Harry Kingsley and New York partner Robert Matlin and included New York partner Jonathan Barron and Raleigh partner Julie Rizzo.

Kingsley and Matlin noted: “While U.S. SPAC transactions and Australian schemes of arrangement occur regularly, coordinating a transaction involving a simultaneous scheme in Australia and de-SPAC transaction in the U.S. involving tax considerations in four jurisdictions increases the degree of difficulty exponentially. The K&L Gates global network was instrumental in ensuring matters ran smoothly.”

Australia-based company Security Matters Limited is engaged in the development and the commercialization of track and trace technology for a wide variety of industries and offers a business-to-business (B2B), white-label solution that serves market leaders’ needs for authentication, supply chain integrity, and quality assurance. The company serves a range of markets, such as chemistry, plastics, electronics, precious metals and minerals, food and beverage and agriculture.

Haggai Alon, CEO of Security Matters, stated: “Security Matters has been working with the team from K&L Gates for many years. We have come to expect a high level of sophistication and responsiveness from the K&L Gates team. This transaction is an example of their capability and we continue to put our faith in the firm as this transaction progresses.”

K&L Gates’ corporate practice is one of the most substantial in the legal industry, with more than 500 lawyers in offices on five continents providing clients with practical legal solutions in the structuring, financing, and completion of domestic, international, and cross-border transactions.

K&L Gates is a fully integrated global law firm with lawyers located across five continents. The firm represents leading multinational corporations, growth and middle-market companies, capital markets participants and entrepreneurs in every major industry group as well as public sector entities, educational institutions, philanthropic organizations and individuals.

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