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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lionsgate Studios Corporation | NASDAQ:LION | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.43 | 5.44% | 8.34 | 6.90 | 9.11 | 8.39 | 7.67 | 7.96 | 58,199 | 23:46:37 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2023
LIONHEART III CORP
(Exact name of registrant as specified in its charter)
Delaware | 001-41011 | 36-4981022 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4218 NE 2nd Avenue
Miami, Florida, 33137
(Address of principal executive offices, including zip code)
(305) 573-3900
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one Redeemable Warrant | LIONU | The Nasdaq Capital Market LLC | ||
Shares of Class A common stock included as part of the units | LION | The Nasdaq Capital Market LLC | ||
Redeemable Warrants included as part of the units, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | LIONW | The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 | Regulation FD Disclosure. |
As previously announced, on January 30, 2023, Lionheart III Corp, a Delaware corporation (the Company), held a special meeting of its stockholders (the Meeting) to consider and vote upon the proposal to approve the proposed business combination with Security Matters Limited (SMX). At the Meeting, holders of an aggregate of 12,442,441 of 12,500,000 shares of Class A Common Stock of the Company, par value $0.0001 per share, elected to redeem their shares. As a result, redemption deductions from the Companys Trust Account will be approximately $126,912,898, subject to final adjustments. The current balance in the Companys Trust Account is approximately $129,000,000.
The meetings of SMX securityholders to vote on the business combination are currently scheduled for February 7, 2023 and the second court hearing in the Federal Court of Australia is currently scheduled for February 10, 2023. Subject to approval of SMX securityholders and the Federal Court of Australia and the satisfaction of closing conditions, the business combination is expected to close promptly after court approval.
The information in this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 , as amended, or the Exchange Act , except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This communication includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including the identification of a target business and potential business combination or other such transaction, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled Risk Factors in the annual report on Form 10-K filed by Lionheart on April 14, 2022. Important factors, among others, that may affect actual results or outcomes include: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability
of SMX and Lionheart to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of Lionheart or equity holders of SMX is not obtained; (iii) failure to realize the anticipated benefits of the proposed business combination;(iv) SMXs limited operating history; (v) SMXs ability to grow and manage its growth effectively; (vi) SMXs ability to execute its business plan; (vii) SMXs estimates of the size of the markets for its products; (viii) the rate and degree of market acceptance of SMXs products; (ix) SMXs ability to identify and integrate acquisitions; (x) SMXs future investments in its technology and operations; (xi) potential litigation involving Lionheart or SMX or the validity or enforceability of SMXs intellectual property; (xii) risks relating to the uncertainty of the projected financial information with respect to SMX; (xiii) the effects of competition on SMXs business; (xiv) developments and changes in laws and regulations; (xv) the impact of significant investigative, regulatory or legal proceedings; (xvi) general economic and market conditions impacting demand for SMXs products and services; (xvii) the amount of redemption requests made by Lionhearts public stockholders; (xviii) the amount of cash available following any redemptions by Lionheart stockholders; (xix) the ability to meet Nasdaqs listing standards following the consummation of the proposed transaction; (xx) the ability of Lionheart or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; and such other risks and uncertainties as are discussed in the Lionhearts annual report on Form 10-K filed with the SEC on April 14, 2022. Other factors include the possibility that the proposed business combination does not close. Lionheart expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Lionhearts expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Lionheart III Corp | ||||||
Date: January 31, 2023 | By: | /s/ Ophir Sternberg | ||||
Name: | Ophir Sternberg | |||||
Title: | Chairman, President and Chief Executive Officer |
1 Year Lionsgate Studios Chart |
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