Item 7.01 Regulation FD Disclosure.
As previously announced, on
The meetings of SMX securityholders to vote on the business combination are
currently scheduled for
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
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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) SMX's limited operating
history; (v) SMX's ability to grow and manage its growth effectively; (vi) SMX's
ability to execute its business plan; (vii) SMX's estimates of the size of the
markets for its products; (viii) the rate and degree of market acceptance of
SMX's products; (ix) SMX's ability to identify and integrate acquisitions;
(x) SMX's future investments in its technology and operations; (xi) potential
litigation involving Lionheart or SMX or the validity or enforceability of SMX's
intellectual property; (xii) risks relating to the uncertainty of the projected
financial information with respect to SMX; (xiii) the effects of competition on
SMX's 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 SMX's products
and services; (xvii) the amount of redemption requests made by Lionheart's
public stockholders; (xviii) the amount of cash available following any
redemptions by Lionheart stockholders; (xix) the ability to meet Nasdaq's
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
Lionheart's annual report on Form 10-K filed with the
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