Exhibit 15.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in the report on Form 20-F of which this exhibit forms a part (the Report). Introduction The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial aspects of
the Business Combination. The unaudited pro forma condensed combined financial information has been derived from the historical financial statements of Lionheart and SMX and the related notes incorporated by reference into the Report and should be
read in conjunction with the accompanying notes to the pro forma financial information. The unaudited pro forma condensed combined financial information should also be read together with Lionhearts Managements Discussion and
Analysis of Financial Condition and Results of Operations and Security Matters Managements Discussion and Analysis of Financial Condition and Results of Operations, and other financial information which are
incorporated by reference within the Report and included elsewhere in the Proxy Statement/Prospectus. The following unaudited pro forma
condensed combined financial statements present the combination of certain financial information of Lionheart and the Company, adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined financial
information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 Amendments to Financial
Disclosures about Acquired and Disposed Businesses. Lionheart was formed as a Delaware corporation on January 14, 2021. Lionheart
was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. Security Matters Limited is a company incorporated under the laws of Australia and provides one solution 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. Its technology works as a track and trace system using a marker, a reader and an algorithm to identify
embedded sub-molecular particles in order to track and trace different components along a production process (or any other marked good along a supply chain) to the end producer. The unaudited pro forma condensed combined statement of financial position as of June 30, 2022 combines the consolidated historical
statements of financial position of SMX and the historical balance sheet of Lionheart on a pro forma basis as if the Business Combination had been consummated on June 30, 2022. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 and for the year ended December
31, 2021 combines the consolidated historical statement of operations of SMX and Lionheart for such periods on a pro forma basis as if the Business Combination had been consummated on January 1, 2021. The unaudited pro forma condensed combined financial information has only been presented for illustrative purposes. The financial results may
have been different had SMX and Lionheart been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had SMX and Lionheart been
combined or the future results that the Company will experience after giving effect to the Business Combination. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition
and results of operations of the Company after giving effect to the Business Combination. The actual financial position and results of operations of the Company may differ significantly from the pro forma amounts reflected herein due to a variety of
factors. The unaudited pro forma adjustments represent the Companys managements estimates based on information available as
of the date of the unaudited pro forma condensed combined financial information and is subject to, and may differ materially from, the information presented as additional information becomes available and analyses are performed. The Companys
management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to SMXs management at this time and that the pro
forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.




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The unaudited pro forma condensed combined financial information has been prepared with
respect to the actual redemption of Lionhearts Class A Common Stock such that Lionheart Public Stockholders holding 12,196,947 Lionheart Class A Common Stock exercised their redemption rights for $123,189,000 of funds in the Trust
Account, resulting in $3,061,000 remaining in the Trust Account. The per share redemption price was based on the offering price of $10.10 per share. The actual redemption price is $10.233 which reflects the additional extension payment. This information should be read together with the following:  

SMXs audited financial statements and related notes as of December 2021 and for the years ended December
31, 2021 and 2020;  

SMXs unaudited interim condensed consolidated financial statements and related notes as of June 30,
2022 and for the periods ended June 30, 2022 and 2021  

Security Matters Managements Discussion and Analysis of Financial Condition and Results of
Operations;  

Lionhearts audited financial statements and related notes as of December 31, 2021 and for the period from
January 14, 2021 (inception) through December 31, 2021;  

Lionhearts unaudited condensed financial statements and related notes as of June 30, 2022 and for the
periods ended June 30, 2022 and 2021;  

Lionhearts Managements Discussion and Analysis of Financial Condition and Results of
Operations; and  

other financial information incorporated by reference within the Report and included elsewhere in the Proxy
Statement/Prospectus. Accounting for the Business Combination The Business Combination will be accounted for as an assets acquisition, with no goodwill or other intangible assets recorded, in accordance
with IFRS. The Company will account for the merger using the reverse acquisition method in accordance with the principles of IFRS 3. This results in SMX being identified as the accounting acquirer, and the Parent/Lionheart being identified as the
accounting acquirees. Under the reverse acquisition method, the accounting acquirer is deemed to have issued shares to obtain control of the acquirees. However, since the Parent and Lionheart are not businesses as defined in IFRS 3, the transaction
is not a business combination. Based on IFRS 3s provisions, such a transaction is accounted for in the consolidated financial statements of the Parent (the legal acquirer) as a continuation of the financial statements of SMX (the legal
acquiree), together with a deemed issuance of shares by SMX at fair value and a re-capitalization of its equity. This deemed issuance of shares is in fact both an equity transaction under IAS 32 (receiving the
net assets of Lionheart, primarily cash) and an equity-settled share-based payment transaction under IFRS 2 (receiving the listing status of the Parent/Lionheart). The difference between the fair value of the shares deemed to have been issued by SMX
and the fair value of Lionhearts identifiable net assets represents a payment for the service of obtaining a stock exchange listing for its shares, and not considered a cost of raising capital. Therefore, it is expensed immediately to profit
or loss at Closing Date. Transaction costs are allocated on a relative fair value basis of the amounts allocated to each equity transaction as mentioned above, such that the amount attributed to the equity transaction is deducted from equity and the
amount attributed to the listing service is charged as expense in profit or loss. The determination of SMX as the accounting acquirer is based on an evaluation of the following facts and circumstances:  

SMX Shareholders will have the largest voting rights in Parent after giving effect to the Business Combination,
under all redemption scenarios;  

SMX accounts for the majority of representatives in the governing body of the Parent, the Board of Directors;  

SMXs senior management will continue in their respective roles in the Parent after giving effect to the
Business Combination;  

SMXs operations will substantially comprise the ongoing operations of SMX after giving effect to the
Business Combination; and  

SMX is the larger entity, in terms of substantive operations and employee base.




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Unaudited Pro Forma Combined Balance sheet June 30, 2022  (all amounts in 000 USD)

(b)LionheartUS GAAP


(c)IFRSAdjustments


(d)LionheartIFRS


(e)SecurityMatters


Pro FormaAdjustments


ProForma(Actual Redemptions)AssetsCurrent assetsCash and cash equivalents


906







906



858



126,425
(f)


9,1104,110
(o)(123,189
)(i)Other receivables














2,455



(1,027
)(j)


1,428Prepaid expenses and other current assets


241







241











241Total current assets


1,147







1,147



3,313



6,319



10,779Non-current assetsProperty and equipment














1,082







1,082Intangible assets














4,856







4,856Investments in joint ventures














117







117Marketable securities held in Trust Account


126,425







126,425



0



(126,425
)(f)


0Total non-current assets


126,425







126,425



6,055



(126,425
)


6,055Total assets


127,572







127,572



9,368



(120,106
)


16,834LiabilitiesCurrent liabilitiesTrade payables


1,196







1,196



1,615



(293
)(j)


2,518Other payables


60







60



705



16,842
(j)


17,607Warrants






1,014



1,014







(l
)


1,014Convertible notes














569



(569
)(h)


0Borrowings from related parties














165







165Total current liabilities


1,256



1,014



2,270



3,054



15,980



21,304Non-current liabilitiesSecured notes


















4,110
(o)


4,110Lease liability














458







458Deferred underwriting payable


4,375







4,375







(4,375
)(g)


0Other liabilities














106



714
(n)


820Redeemable shares






122,163



122,163







(122,163
)(i)


0Total non-current liabilities


4,375



122,163



126,538



564



(121,714
)


5,388Total liabilities


5,631



123,177



128,808



3,618



(105,734
)


26,692EquityIssued capital, additional paid in capital and warrants


126,250



(122,349
)


3,901



28,737



569
(h)


68,148(3,202
)(j)11,599
(k)1,532
(m)(3,901
)(k)Share based payment reserve














3,708



(1,532
)(m)


2,21943
(m)Foreign currency translation reserve














(416
)






(416
)Accumulated losses


(4,309
)


(828
)


(5,137
)


(26,279
)


(14,374
)(j)


(50,896
)(43
)(m)5,137
(k)(9,486
)(k)(714
)(n)Total equity


121,941



(123,177
)


(1,236
)


5,750



(14,372
)


(9,858
)Total liabilities and equity


127,572



0



127,572



9,368



(120,106
)


16,834 Pro Forma Adjustments and Assumptions to the unaudited Pro Forma Combined Balance Sheet  (a)
The Parent was formed in July 2022, and will have no results of operations until the completion of this
Transaction. Therefore, its historical results of operations are not shown in a separate column in the unaudited pro forma combined balance sheet and profit or loss. (b)
Derived from Lionhearts unaudited interim financial statements as of June 30, 2022 which have been
prepared in accordance with U.S. GAAP. The $126,250 Class A Common Stock subject to possible redemption are classified in temporary equity under U.S GAAP. (c)
Adjustments made to present Lionheart balance sheet in accordance with IFRS: 

Reclassification of Lionhearts ordinary shares ($ 126,250) subject to redemption as long term liabilities
measured at amortized cost using the effective interest method under IFRS. 

Reclassification of accretion to amount subject to redemption ($ 12,261) from additional paid in capital ($
9,647) and from accumulated losses ($ 2,614) to redeemable shares liability ($ 4,087) and accumulated losses ($ 8,174) in order to recognize the accretion on the basis of passage of time using the effective interest method under IFRS, based on
updated estimates at balance sheet date. 

Reclassification of share warrants ($ 5,747) from equity to derivative financial liabilities at fair value as of
the date of filing, $0.09, under IFRS (d)
Represents Lionhearts balance sheet after adjustments to IFRS. (e)
Derived from Security Matters unaudited interim financial statements as of June 30, 2022 which have
been prepared in accordance with IFRS. (f)
Represents the release of cash from marketable securities held in the trust account. (g)
Represents the waiver of the payment by the underwriters at Closing. (h)
Represents the conversion of convertible notes to ordinary shares of SMX at Closing. (i)
Represents the cash disbursement from the trust account to public SPAC shareholders resulting from the actual
redemption at Closing of 97.58% redeemable ordinary shares, where the remaining amount (representing 303,053 shares) is retained in the trust account and classified to equity. (j)
Represents payables to settle the actual transactions costs of $17.5M to be incurred in connection with the
Transactions, of which, as of June 30, 2022, $1.027M have been incurred and $0.734M also paid. The transaction costs related to acquire Lionhearts net assets are recognized directly in equity and the those related to obtain listing status
are charged to profit or loss. The allocation was made on a relative fair value basis of the amounts of consideration attributed to each component. (k)
Represents the effects of the recapitalization at Closing where Security Matters is the accounting acquirer,
and the elimination of historical issued capital and additional paid in capital and accumulated losses of Lionheart. The adjustment as a reduction in accumulated losses reflects the difference between the fair value of the shares deemed to have been
issued to Lionheart shareholders by Security Matters and the fair value of Lionhearts net assets acquired, in accordance with IFRS 2. The adjustment reflects the number of shares outstanding following 97.58% Redemptions. (l)
Represents the warrants in the Parent forming part of Lionhearts net assets. The warrants are derivative
financial liabilities in accordance with IFRS. The fair value is the market price of $0.12 as of the date of filing. As reflected from the Business Combination Agreement, the Parents warrants have the same fair value as Lionhearts
warrants prior to Closing. (m)
Represents Security Matters share based payment schemes. Upon Transaction, some fully vested options are
converted to ordinary shares of the Parent ($1,532) and for other unvested options, acceleration of vesting as a result of becoming fully vested for which the future remaining expenses ($43) are recognized immediately in accordance with IFRS 2. The
remaining reserve balance represents the total of outstanding fully vested options over the Parent shares. (n)
Represents the liability payble for the loan bonus to related parties upon completion of the Transactions, for
the amount of ILS 2.5M (USD 714 thousand as converted to US dollar by using the ILS/USD exchange rate of 0.2857 for the balance sheet). As of June 30, 2022 the carrying amount of the liability for the bonus is nil. Refer also to Note 10 of
SMX financial statements for 2021. (o)
Represents notes issued to finance the Transactions, payable according to the schedule agreed with the lenders
that is in effect at Closing Date.




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Unaudited Pro Forma Combined Statement of Profit and Loss For The Six Months Ended June 30, 2022  Pro Formaadjustments


ProForma(all amounts in 000 USD)

LionheartUS GAAP


IFRS Adjustments


LionheartIFRS


SecurityMatters


(Actual Redemptions)Research and development expenses, net














933



43
(c)


976Selling and marketing expenses














378







378General and administrative expenses


1,513







1,513



1,200







2,713Operating Loss


1,513







1,513



2,511



43



4,067Finance expenses






6,812
(a)


6,812



36







6,848Finance income


(174
)






(174
)


(105
)


174
(b)


(105
)Income taxes


14







14







(14
)(b)


0Net loss for the period


1,353



6,812



8,165



2,442



203



10,810 Pro Forma Adjustments and Assumptions to the unaudited Pro Forma Combined Statement of Profit and Loss  (a)
Adjustment made to record the periodic charge of the accretion amount on the redeemable shares in profit or
loss using the effective interest method in accordance with IFRS based on updated estimates at balance sheet date. (b)
Elimination of finance income net of tax earned from securities held in the Trust Account (c)
The adjustment reflects acceleration of vesting of unvested options as a result of becoming fully vested upon
Transactions for which the future remaining expenses are recognised immediately in accordance with IFRS 2




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Unaudited Pro Forma Combined Statement of Profit and Loss For The Year Ended December 31, 2021  Pro Formaadjustments


ProForma(all amounts in 000 USD)

LionheartUS GAAP


IFRSAdjustments


LionheartIFRS


SecurityMatters


(Actual Redemptions)Research and development expenses, net














2,039



194
(d)


2,233Selling and marketing expenses














453







453General and administrative expenses


345







345



2,482



12,324
(b)


23,36581
(d)8,133
(c)Operating Loss


345







345



4,974



20,732



26,051Finance expenses






1,362
(a)


1,362



101



717
(e)


2,180Finance income


(2
)


(4,733
)(a)


(4,735
)


(237
)






(4,972
)Share of losses of joint ventures














101







101Net loss (profit) for the year


343



(3,371
)


(3,028
)


4,939



21,449



23,361 Pro Forma Adjustments and Assumptions to the unaudited Pro Forma Combined Statement of Profit and Loss  (a)
Adjustments made to record the periodic charge ($ 1,362) of the accretion amount on the redeemable shares ($
12,261) in profit or loss using the effective interest method and to record the gain from revaluation of warrants to fair value ($ 4,480) in accordance with IFRS. (b)
Represents the transaction costs related to listing service that are charged to general and administrative
expenses. (c)
The adjustment to general and administrative expenses reflects the service of obtaining a stock exchange
listing in accordance with IFRS 2 and is calculated as the difference between the fair value of the shares deemed to have been issued to Lionheart shareholders by Security Matters and the fair value of Lionhearts net assets acquired, in
accordance with IFRS 2. The adjustment reflects the number of shares outstanding following 97.58% Redemptions. (d)
The adjustment reflects acceleration of vesting for unvested options as a result of becoming fully vested upon
Transactions for which the future remaining expenses are recognised immediately in accordance with IFRS 2 (e)
Represents the difference between the payables for the loan bonus to related parties and the carrying amount of
the liability for the bonus as of 31 December, 2021. Refer also to Note 10 of SMX financial statements for 2021.




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(all amounts in 000 USD, except of share and per share data)

Pro Forma(ActualRedemptions)Six months ended June 30, 2022Pro forma net loss attributable to equity holders of the Parent


10,810Pro forma weighted average number of Parent Ordinary Shares outstandingParent Ordinary Shares issued to Security Matters Shareholders


18,673,253Parent Ordinary Shares issued to Lionheart Class A and Class B shareholders


3,828,053Pro forma weighted average number of Parent Ordinary Shares outstanding  basic and
diluted


22,501,306Pro forma net loss per share  basic and diluted ($)


0.48




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(all amounts in 000 USD, except of share and per share data)

Pro Forma(ActualRedemptions)Year ended December 31, 2021Pro forma net loss attributable to equity holders of the Parent


23,361Pro forma weighted average number of Parent Ordinary Shares outstandingParent Ordinary Shares issued to Security Matters Shareholders


18,673,253Parent Ordinary Shares issued to Lionheart Class A and Class B shareholders


3,828,053Pro forma weighted average number of Parent Ordinary Shares outstanding  basic and
diluted


22,501,306Pro forma net loss per share  basic and diluted ($)


1.04




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IFRS 2 listing service expense calculation  Pro FormaAdjustments


Proforma(all amounts in 000 USD)

LionheartIFRS


(Actual Redemptions)AssetsCash and cash equivalents


1,417



3,063



4,480Prepaid expenses and other current assets


269







269Prepaid expenses


82







82Marketable securities held in Trust Account


126,252



(126,252
)


0Total assets


128,020



(123,189
)


4,831LiabilitiesTrade payables


290







290Other payables


61







61Warrants


1,014







1,014Deferred underwriting payable


4,375



(4,375
)


0Redeemable shares


115,351



(115,351
)


0Total liabilities


121,091



(119,726
)


1,365Net Assets


6,929



(3,463
)


3,466  ParentPer ShareValue


Actual RedemptionsFormer type of Spac shares

Parent Shares


Fair ValueClass A


3.03



303,053



918Class B


3.03



3,525,000



10,681Fair value of share consideration










11,599Fair value of Lionhearts net assets










3,466Excess of fair value of consideration over fair value of Lionhearts net assets (listing
service expense)










8,133