Deal: K&L Gates has advised Security Matters (SMX) in its US$360 million merger with Lionheart III Corp (Lionheart), a publicly traded special purpose acquisition company, in an agreement to allow SMX to list on NASDAQ via a newly formed Irish company, SMX Ireland.

Value: US$360 million

Area: Merger and acquisition 

Key players: The K&L Gates team 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.

Deal significance: 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.

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Security Matters Limited is engaged in the development and the commercialisation 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.

Commenting on the deal, the firm 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.”