Lionheart III Corp (LION): History, Ownership, Mission, How It Works & Makes Money

What does the journey of a Special Purpose Acquisition Company (SPAC) like Lionheart III Corp (LION) tell you about the current state of market liquidity and deal-making? This entity, which initially raised an upsized $125 million in its 2021 Initial Public Offering, is a textbook case of the blank-check model, illustrating how a sponsor team seeks to create shareholder value by identifying a high-growth private target.

While Lionheart III Corp successfully merged with Security Matters Limited (SMX) in 2023, the core mechanics of its business-raising capital and generating returns-remain highly relevant: for instance, similar Lionheart-sponsored SPACs in 2025 saw their trust accounts grow by $7.45 million in interest income over nine months, pushing the liquidation floor to $10.59 per share for public investors. Do you understand how a SPAC's ownership structure and mission create this kind of capital floor, and what that means for your investment decisions in a volatile market?

Lionheart III Corp (LION) History

You're looking at the history of Lionheart III Corp, or LION, and the key takeaway is this: it was a classic Special Purpose Acquisition Company (SPAC), a blank check firm with a clear, finite mission. That mission was accomplished in 2023 when it merged with an Australian tech company. As of November 2025, LION no longer exists as an independent entity; it's a wholly-owned subsidiary of the company it took public, Security Matters Limited (SMX).

Given Company's Founding Timeline

Lionheart III Corp was part of a series of SPACs launched by the same management team, which gives it a defintely unique pedigree. The goal was to find a high-growth company to take public, bypassing the traditional, often slower, Initial Public Offering (IPO) process.

Year established

2021

Original location

Miami, Florida

Founding team members

The company was steered by a seasoned team from Lionheart Capital, LLC, a Miami-based investment firm.

• Ophir Sternberg: Chairman, President, and Chief Executive Officer
• Paul Rapisarda: Chief Financial Officer
• Faquiry Diaz Cala: Chief Operations Officer

Initial capital/funding

The company raised its capital through an IPO, which is the whole point of a SPAC. On November 8, 2021, Lionheart III Corp closed its upsized IPO, raising a total of $125 million. This was the war chest used to hunt for a merger target.

Given Company's Evolution Milestones

The life of a SPAC is short, focused, and driven by a single event: the business combination. Here's the quick math on LION's journey from blank check to subsidiary.

Given Company's Transformative Moments

The most transformative decision for Lionheart III Corp was its choice of a merger partner. They were a blank-check company, meaning they had the flexibility to pick any industry, but they settled on the advanced materials sector.

The decision to merge with Security Matters Limited (SMX), a company focused on a hidden chemical-based digital tracking technology, was a pivot away from some of the more common SPAC targets like consumer tech or healthcare. This move shaped the ultimate value proposition for LION's shareholders, trading a cash shell for a stake in a deep-tech, industrial-focused public company.

• Securing the SMX Deal: The July 2022 announcement of the business combination agreement with SMX, valued at $360 million, was the single most important action, defining the company's future.
• The March 2023 Closing: This was the final, irreversible step. The closing of the deal meant LION, the SPAC, ceased to trade, and the new entity, SMX, took its place on the Nasdaq.
• Post-Merger Dissolution: By November 2025, the corporate structure of Lionheart III Corp has been fully integrated, underscoring the temporary nature of the SPAC vehicle itself.

To be fair, understanding the history of the SPAC is only one part of the equation. You also need to know who backed it. You can dig deeper into the money behind the deal here: Exploring Lionheart III Corp (LION) Investor Profile: Who's Buying and Why?

Lionheart III Corp (LION) Ownership Structure

Lionheart III Corp, originally a Special Purpose Acquisition Company (SPAC), no longer exists as an independent public entity as of November 2025; it is a wholly-owned subsidiary of the combined, publicly-traded company, SMX (Security Matters) Public Limited Company, which trades on Nasdaq under the ticker SMX. The ownership structure you see now reflects the final equity split following the March 2023 de-SPAC transaction, where the former Lionheart III Corp shareholders and sponsor retained a minority stake in the newly formed parent company.

Given Company's Current Status

As a seasoned investor, you need to know that the ticker LION is defunct. The company successfully executed its primary mission as a blank check company-to find and merge with a private operating business-by combining with Security Matters Limited (SMX), an Australian-based materials technology firm. The combined entity, SMX (Security Matters) Public Limited Company, is the successor, with Lionheart III Corp surviving as a wholly-owned subsidiary. This is a crucial distinction, so you're investing in the SMX business model, not the former SPAC shell.

• The de-SPAC closed in March 2023, listing the new entity on Nasdaq under the symbol SMX.
• The original Lionheart III Corp raised $125 million in its Initial Public Offering (IPO) in November 2021.
• The merger was valued at approximately $360 million at the time of the announcement.

For a deeper dive into the successor entity's strategic direction, you should review its Mission Statement, Vision, & Core Values of Lionheart III Corp (LION).

Given Company's Ownership Breakdown

The current ownership structure, as of November 2025, is based on the pro-forma equity distribution of the combined company, SMX (Security Matters) Public Limited Company, following the de-SPAC. This breakdown shows who controls the majority of the voting power and economic interest in the operating business.

Here's the quick math: the original SMX shareholders took the majority stake, which is typical for a reverse merger, leaving the former LION shareholders with about 44.5% of the combined entity. The Sponsor's stake is a standard 20% of the pre-redemption SPAC equity, translating to a single-digit percentage of the post-merger company. This is a common outcome in de-SPAC transactions, but it means the strategic control rests with the former SMX management and board.

Given Company's Leadership

The leadership of the former Lionheart III Corp SPAC was instrumental in sourcing and executing the merger. As of November 2025, the combined company, SMX (Security Matters) Public Limited Company, is led by the former SMX management team, though key Lionheart principals maintain board and advisory roles. The original Lionheart III Corp management team included:

• Ophir Sternberg: Chairman, President, and Chief Executive Officer. He remains a director of the post-combination company, maintaining a strategic link to Lionheart Capital.
• Paul Rapisarda: Chief Financial Officer. Paul is an experienced public company C-suite executive who helped navigate the complex financial reporting of the SPAC.
• Faquiry Diaz Cala: Chief Operating Officer. Faquiry focused on the M&A and corporate strategy for the SPAC.

The successor company's executive leadership is now steered by Haggai Alon, the former CEO of Security Matters Limited, which is defintely a shift in operational control. This transition is important because it means the day-to-day strategic decisions are now driven by the technology company's founder, not the financial sponsor.

Lionheart III Corp (LION) Mission and Values

Lionheart III Corp (LION) was founded on the singular mission of identifying and merging with a high-growth operating business to deliver substantial long-term capital appreciation for its shareholders, reflecting the core purpose of a Special Purpose Acquisition Company (SPAC). Its values are rooted in the financial discipline and entrepreneurial spirit of the broader Lionheart sponsor group, prioritizing strategic investment and operational excellence.

Given Company's Core Purpose

As a SPAC, Lionheart III Corp's core purpose was not to sell a product, but to act as a financial vehicle: a blank check company designed to raise capital and then execute a strategic business combination. The success of this purpose is now tied to SMX (Security Matters) PLC, the company it merged with in March 2023, which focuses on supply chain authentication and traceability solutions.

Here's the quick math: LION's IPO raised $125 million in November 2021, with approximately $126 million placed in a trust account, which was the pool of capital its core purpose was built around. That capital was the real asset.

Official mission statement

While a SPAC's formal mission is often procedural, LION's operating philosophy centered on a clear mandate: to acquire a controlling interest in a high-quality business that would benefit from a public listing, thereby creating value for its shareholders. The mission was value creation through disciplined acquisition.

• Achieve long-term capital appreciation by targeting companies with strong growth potential.
• Implement strategic initiatives to enhance the value of portfolio companies post-acquisition.
• Provide a public listing platform for a high-growth private entity.

Vision statement

The vision for Lionheart III Corp was to become a leading investment firm known for its ability to identify and develop high-growth companies across various sectors, creating substantial shareholder value. The ultimate goal was to transition from a capital shell to a diversified, successful operating company.

• Become a leading investment firm by identifying and developing high-growth companies.
• Create substantial shareholder value through strategic investment and operational expertise.
• Build a diversified portfolio of successful businesses (a goal for the sponsor group).

To be fair, the final merger with SMX, a company focused on the circular economy and supply chain technology, shows a commitment to transformative technological innovation, which was part of the broader Lionheart vision. You can dive deeper into this alignment here: Mission Statement, Vision, & Core Values of Lionheart III Corp (LION).

Given Company slogan/tagline

Lionheart III Corp did not have a widely publicized, formal slogan as a blank check company, but its actions were guided by the cultural DNA of its sponsor, Lionheart. The core values of the sponsor group serve as the defintely actionable tagline for its investment approach.

• Integrity: Uphold strong moral and ethical principles in all dealings.
• Embrace: Continually evolve and seek new ways to grow and improve.
• Spirit: Maintain an unconquerable, passionate will to win.

This focus on integrity is crucial, especially when you consider the financial landscape. For the TTM (Trailing Twelve Months) ended June 30, 2025, the successor company, SMX, reported an Interest and Investment Income of $14.21 million (in millions USD), a direct echo of the SPAC model where trust account interest was a key revenue stream, even after the merger. Still, the company's Net Income for the same period was -$44.04 million (in millions USD), showing the significant capital investment and operational costs required to execute on the growth-focused mission.

Lionheart III Corp (LION) How It Works

Lionheart III Corp operates primarily as a Special Purpose Acquisition Company (SPAC), a blank-check firm created to raise capital through an Initial Public Offering (IPO) and then merge with or acquire an existing private company, effectively taking it public.

The company's core function is to identify a high-growth operating business-often in sectors like technology, healthcare, or finance-and execute a business combination, transitioning from a shell company to a diversified, operating entity. For the nine months ended September 30, 2025, the company reported net income of $6,778,619, largely from interest earned on the marketable securities held in its Trust Account, which is the classic revenue model for a SPAC awaiting a deal. You can get a deeper look at the financials in Breaking Down Lionheart III Corp (LION) Financial Health: Key Insights for Investors.

Lionheart III Corp's Product/Service Portfolio

As a SPAC, Lionheart III Corp's direct 'product' is its publicly traded shell and capital structure. However, its value proposition is defined by the type of operating company it targets and ultimately acquires. The company's strategic focus is on acquiring businesses that offer a diversified portfolio of high-value, scalable solutions, which is what drives the potential post-acquisition revenue.

Lionheart III Corp's Operational Framework

The company's operational framework is a disciplined, multi-stage process focused entirely on sourcing and closing a value-accretive business combination (or 'de-SPAC' transaction). It's a deal-making machine, not an operating one.

• Target Identification: Systematically screen private companies with strong competitive advantages, proven unit economics, and capable management teams.
• Due Diligence: Conduct rigorous financial, legal, and operational analysis on potential targets to ensure long-term growth potential and defensible technology.
• Negotiation and Structuring: Finalize the merger terms, including valuation and capital structure, aiming for a combined entity value that maximizes shareholder return.
• Shareholder Approval: Secure the necessary votes from public shareholders, who have the option to redeem their shares for cash if they disapprove of the deal.
• Post-Combination Integration: Implement strategic and operational improvements in the acquired company to accelerate growth and enhance public market value.

Honestly, the entire operation is a race against the clock to deploy the $230,000,000 raised in the IPO before the mandated deadline.

Lionheart III Corp's Strategic Advantages

The company's success hinges on its ability to execute a superior acquisition compared to other SPACs or traditional IPOs. This ability is rooted in the quality of its sponsorship team and the flexibility of its structure.

• Experienced Management: Led by a team with a strong track record in executing complex real estate and financial transactions, giving them credibility with institutional investors and target company owners.
• Access to Capital: The initial public offering raised $230,000,000 in gross proceeds, providing immediate, committed capital for an acquisition, which is a key selling point for private companies seeking to go public without the uncertainty of a traditional IPO process.
• Sponsor Alignment: The Sponsor, Lionheart Equities, LLC, is incentivized by the 'promote' (founder shares) to find a high-quality target, as their equity is worthless if no deal is completed, aligning their interests with long-term value creation.
• Sector Agnosticism: The company's mandate allows it to pursue an acquisition in any business, industry, sector, or geographical location, giving it a defintely wider pool of potential targets than many sector-specific SPACs.

What this estimate hides is the high redemption risk; if the deal isn't compelling, a significant portion of the 23,000,000 outstanding Class A Ordinary Shares may be redeemed, reducing the cash available for the business combination.

Lionheart III Corp (LION) How It Makes Money

Lionheart III Corp (LION) operates as a Special Purpose Acquisition Company (SPAC), meaning it is a non-operating shell entity with one primary financial goal: to identify and merge with a private target company, a process called a Business Combination. Its revenue engine is not based on selling products or services, but rather on generating passive interest income from the substantial cash proceeds held in its trust account while it searches for a deal.

Lionheart III Corp's Revenue Breakdown

As a blank check company, Lionheart III Corp's reported revenue is almost entirely a function of the prevailing interest rate environment and the size of its trust account. The company's primary source of capital is the $230,000,000 gross proceeds from its Initial Public Offering (IPO) in June 2024, which is held in a trust account invested in U.S. government securities.

The 'Increasing' trend reflects the compounding effect of interest income on the trust account balance, plus the generally higher interest rate environment in 2025 compared to previous years. This interest income is the only true revenue source for the SPAC prior to a merger.

Business Economics

The core economics of Lionheart III Corp are centered on preserving investor capital while leveraging time and management expertise to find a high-growth acquisition target. The financial success is binary: either a successful merger is completed, or the company liquidates and returns the trust funds to shareholders.

• Liquidation Value Floor: The interest earned is critical because it increases the floor for public shareholders. As of September 30, 2025, the liquidation value per Public Share had risen to approximately $10.59, guaranteeing a nominal return of 5.9% over the $10 IPO price in the event of liquidation.
• Contingent Liabilities: A significant structural hurdle is the contingent transaction cost, notably a $9.8 million Deferred Fee payable to underwriters only upon the successful completion of a Business Combination. This creates a strong financial incentive for the sponsor to close a deal, but it also means the merger target must absorb this cost.
• Sponsor Incentive: The Sponsor's equity, which includes 7.7 million Founder Shares and 4 million Private Placement Warrants, is only monetized upon a successful merger. This aligns the Sponsor's financial goals with the need to complete a deal before the mandatory June 20, 2026, deadline.
• Zero Operating Cost Model: The company's non-operating nature means its cost of revenue is effectively zero. Its expenses are limited to general and administrative costs, legal fees, and due diligence expenses related to the search for a target.

To understand the strategic rationale behind the search, you should review the company's core principles in Mission Statement, Vision, & Core Values of Lionheart III Corp (LION).

Lionheart III Corp's Financial Performance

The financial performance of a SPAC is measured by its ability to generate interest income and control operating expenses while conserving trust capital. For the nine months ended September 30, 2025, the company demonstrated strong capital preservation and yield generation.

• Interest Income: The company generated $7,453,394 in interest income on marketable securities held in the Trust Account for the nine months ended September 30, 2025.
• Net Income: For the same nine-month period, the company reported a Net Income of $6,778,619.
• Operating Costs: Total operating costs for the nine months ended September 30, 2025, were approximately $674,775 (Here's the quick math: $7,453,394 Interest Income minus $6,778,619 Net Income). This shows a tight control over non-deal expenses.
• Cash Used in Operations: For the nine months ended September 30, 2025, the cash used in operating activities was only $479,562, indicating very limited burn rate outside of the trust account.

The high interest income and low net operating costs are defintely a positive sign, but what this estimate hides is the looming pressure of the June 2026 liquidation deadline. The company must complete a deal soon, or all non-trust capital and the sponsor's equity will be lost.

Lionheart III Corp (LION) Market Position & Future Outlook

Lionheart III Corp is not an operating company but a Special Purpose Acquisition Company (SPAC), which means its market position is purely defined by its capital and its deadline to find a merger target. As of November 2025, the company is in a critical, high-pressure phase, with a mandatory liquidation deadline of June 20, 2026-just about eight months away. The primary outlook is binary: either a successful business combination is announced and closed, or the company is dissolved, returning the trust capital to public shareholders at a guaranteed floor of $10.59 per share.

The management team, led by serial sponsor Ophir Sternberg, is under immense structural pressure to secure a deal to unlock the substantial $9.8 million in deferred underwriting fees and avoid losing the sponsor's equity. The market is now demanding higher quality targets and more disciplined valuations (SPAC 4.0), so any acquisition must offer a compelling upside well above the current liquidation value to prevent high shareholder redemptions.

Here's the quick math: the Trust Account generated $7.45 million in interest income for the nine months ended September 30, 2025, which is the sole source of the current redemption floor premium. You can learn more about the shareholder composition in Exploring Lionheart III Corp (LION) Investor Profile: Who's Buying and Why?

Competitive Landscape

Lionheart III Corp competes not with operating businesses, but with other blank-check companies in the 'de-SPAC' market for attractive private targets. The current landscape is defined by experienced, serial sponsors with large capital raises and a new focus on high-growth, deep-tech sectors. Lionheart III Corp's smaller initial raise of $125 million positions it in the lower-to-mid-market for SPACs, where it competes fiercely on speed and the sponsor's reputation.

Market Share is an approximate percentage of the total $19.6 billion raised by SPAC IPOs in 2024-2025 (based on $9.6B in 2024 and $10B+ in 2025 YTD), calculated using the SPAC's initial raise.

Opportunities & Challenges

The current SPAC environment in late 2025 is more rational, favoring sponsors who can execute deals with strong governance and realistic valuations, but the clock is defintely ticking for Lionheart III Corp.

Industry Position

Lionheart III Corp is positioned as a small-to-mid-cap, general-purpose SPAC with a clear, near-term expiration date. Its position is less about industry standing and more about execution risk. The high redemption floor and the looming deadline are the two dominant factors influencing its strategic position in late 2025. The company's primary asset is the $125 million in the Trust Account, plus the management's ability to source and close a high-quality deal quickly.

• Urgent Execution: The June 20, 2026 liquidation date makes it one of the most time-constrained SPACs in the market, forcing a deal announcement in Q4 2025 or Q1 2026.

• High Hurdle Rate: The guaranteed $10.59 redemption value sets a high bar for the target company's valuation and projected growth, as investors need a clear path to generating a return above that level.

• Serial Sponsor Advantage: The involvement of a serial sponsor team is a competitive edge in the 2025 market, where 80% of new SPAC IPOs are led by experienced issuers, signaling a preference for proven management.