Case Study: Merger to List on Nasdaq
How ClearThink Capital guided SMX through a merger with a Nasdaq-listed SPAC.
~4 Minute Read
Background
SMX is the next generation solution to address the anti-counterfeit, brand protection, client liability and track and trace markets. The Company has developed a suite of integrated solutions to solve both authentication and track and trace challenges in order to uphold supply chain integrity, and provide quality assurance and brand accountability to producers of goods.
Security Matters listed on the Australian Securities Exchange in October 2018 (ASX:SMX), enabling it to grow with supportive shareholders, staff and business partners.
When ClearThink was first approached by the team at SMX, they were seeking an advisor to assist them in accessing the US capital markets via a merger. Concurrent with the merger, Security Matters planned to delist from the Australian Securities Exchange.
After conducting an initial diligence and analysis of the company’s alternatives, the collective decision was made to merge with a SPAC. Merging with a SPAC allows SMX to list on Nasdaq in a more timely and less costly fashion than a traditional IPO, while maintaining majority ownership of the company.
SERVICES
Sell Side M&A Advisory
SPAC M&A Advisory
Growth Capital
TRANSACTION SIZE
$200m Enterprise Value
INDUSTRY
Technology
PROJECT LEADERS
Robert Brown
Ari Brown
Our role in M&A engagements includes the following:
- Educate the management team to ensure that they are comfortable with the structure, its requirements, and advantages/disadvantages
- Conduct diligence to ensure that the company is ready for the merger and that any issues are found and remediated prior to introducing merger partners.
- Introduce M&A partners who may be interested in merging with the company using our extensive networks and proprietary data searching methods.
- Prepare a capital plan to ensure the continued success of the company post-merger
- Structure the M&A transaction to ensure the transaction is favorable to all parties involved.
- Recommend and introduce experienced professionals, such as counsel, accountants, and investment bankers, required to effect the M&A transaction
- Advise the company through the transaction, from start to finish, including quantitative capital modeling and documentation drafting and review.
- Assist with investor relations strategies for publicly traded companies
Learn more about one of SMX’s applications.
Immediately following ClearThink’s engagement, SMX was anxious to get started. Following our due diligence review of the company, we identified the most likely M&A targets.
These SPAC targets had to:
- Be experienced SPAC sponsors
- Understand the company’s technology
- See the tremendous value in the company’s technology
Learn more about how we help companies seeking to be acquired by SPACs ►
After speaking with potential SPAC targets, SMX decided that Lionheart III Acquisition Corp would be the perfect SPAC for their merger. The team at Lionheart is not only comprised of experienced SPAC professionals, but the team worked extensively with companies similar to SMX in the past.
Interested in learning more about the M&A process? We have free resources.
Once Lionheart III Acquisition Corp conducted their initial diligence of the company, all parties began to move to signing definitive documentation. As SMX planned to delist from the ASX simultaneous with the close of the merger, there was an added level of complication. ClearThink acted as project coordinator, working hand-in-hand with all parties including investment bankers, US and Australian counsel, auditors, and more.
The transaction was announced July 26, 2022. Shortly after announcement, the Registration Form F-4 was filed with the SEC. Concurrently, we began working through the delisting process in Australia. As this is a first of its kind transaction in Australia, there was an added layer of complexity and regulatory scrutiny involved.
Once both the Australian process and the SEC process were completed, the shareholders of both companies approved the transaction. The transaction closed and SMX is now successfully trading on Nasdaq (SMX, SMXWW).
“ClearThink is delighted to have had the opportunity to assist and advise the SMX team. Their leadership is uniquely positioned to bring their transformative technology to many industries across the world. We look forward to seeing SMX’s growth and success on Nasdaq over the next few years.”
– Bob Brown, Chief Executive Officer, ClearThink Capital
ClearThink Capital guides companies through their SPAC mergers.
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