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4 August 20223 minute read

DLA Piper advises Lionheart III Corp on the first de-SPAC transaction with an Australian public company

DLA Piper has advised Lionheart III Corp (Lionheart), a NASDAQ-listed special purpose acquisition company (SPAC), on its US$360 million de-SPAC transaction with Australia-listed brand protection, supply chain integrity and blockchain technology company Security Matters Limited (SMX) to take SMX public on the NASDAQ Stock Market.

Lionheart is sponsored by an affiliate of Lionheart Capital, a Miami-based diversified investment firm focused on building shareholder value in high-growth companies.

SMX owns and commercializes technology to permanently “mark” objects (whether solid, liquid or gas), allowing identification, circularity, proof of authenticity, tracking supply chain movements and quality assurance, currently operating in the circular economy, including the plastics, electronics, precious metals and minerals, food and beverage and agriculture sectors.

Lionheart and SMX have entered into a business combination agreement and a scheme implementation deed which, subject to customary closing conditions, will result in SMX listing on the NASDAQ Stock Market via a newly formed Irish company to be named “Security Matters Public Limited Company.”

“We are thankful to the global DLA Piper team for their role in executing this transaction and are honored to welcome SMX to the Lionheart portfolio of diverse and exciting business endeavors,” said Ophir Sternberg, CEO and Founder of Lionheart Capital.

The multi-jurisdictional and unique nature of the transaction involved DLA Piper offices and advisors across the US, Australia, Ireland and Israel, and is another example of the firm’s capability in executing complex market-leading global M&A and capital markets transactions, particularly in the technology sector.

“We are pleased to help Lionheart deliver an innovative transaction to its stockholders by leveraging the global resources of DLA Piper to address the many complex cross-jurisdictional issues raised,” said Joshua Samek, co-chair of the firm’s Miami corporate practice, who led the US deal team.

“This was a great opportunity to act in the first de-SPAC transaction in Australia involving an ASX-listed target,” said Sydney-based partner David Ryan, who helped lead the deal team in Australia.

In addition to Samek and Ryan, the DLA Piper team was primarily supported in the US by partner Steven Pidgeon and associates Jeffrey Scharfstein and Gabriel de Corral; in Australia by partner Elliott Cheung, special counsel Roger Hawkins and solicitor Cassian Ho; and in Ireland by legal director Steven Duggan and senior associate Michael Tansley. The transaction was also supported by a cross border tax team led in the US by partners Maruti R. Narayan and Drew Young; in Australia by partner Eddie Ahn and senior associate Kenny Mui; and in Ireland by partner Maura Dineen.

With more than 1,000 corporate lawyers globally, DLA Piper helps clients execute complex cross-border transactions seamlessly while supporting clients across all stages of development. The firm has been rated number one in global M&A volume for 11 consecutive years, according to Mergermarket. The firm advises on all elements of complex SPAC and other public M&A transactions, including M&A, tax and securities. DLA Piper has advised on more than 50 SPAC transactions, with an aggregate value of over US$100 billion, in the past three years.