Item 1.01 Entry into a Material Definitive Agreement.
On January 19, 2023, Lionheart III Corp (the "Company"), Security Matters
Limited ("SMX") and Empatan PLC ("Parent") entered into a Deed of Variation -
Scheme Implementation Deed (the "Deed of Variation") to the previously announced
Scheme Implementation Deed dated July 26, 2022 between the parties (the "SID")
to, among other things, implement certain amendments to the SID, including
clarifications of references to certain option grants and security interests.
All other terms of the SID remain unchanged.
The foregoing description of the Deed of Variation is qualified in its entirety
by references to the full text of such document, a copy of which is filed
herewith as Exhibit 2.1.
Important Information and Where to Find It
In connection with the potential business combination (the "proposed business
combination"), a registration statement on Form F-4 (the "Form F-4") was filed
by Empatan Public Limited Company, a public limited company incorporated in
Ireland with registered number 722009 (the "Parent") with the U.S. Securities
and Exchange Commission (the "SEC"). Upon the closing of the proposed business
combination, it is expected that the Parent will be the ultimate parent of
Lionheart III Corp ("Lionheart") and Security Matters Limited ("SMX"). The Form
F-4 includes a preliminary proxy statement /prospectus to be distributed to
holders of Lionheart's common stock in connection with Lionheart's solicitation
of proxies for the vote of its stockholders in connection with the proposed
business combination and other matters as described in the Form F-4, as well as
a prospectus relating to the offer and sale of securities to be issued in
connection with the completion of the business combination. This document does
not contain all the information that should be considered concerning the
proposed business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the proposed business
combination. Lionheart and SMX urge investors, stockholders and other interested
persons to read the Form F-4, including the proxy statement/prospectus included
therein and the amendments thereto as well as any other documents filed with the
SEC in connection with the proposed business combination as these materials will
contain important information about SMX, Lionheart, the Parent and the proposed
business combination. After the Form F-4 has been declared effective, the
definitive proxy statement/prospectus will be mailed to Lionheart's stockholders
as of the record date established for voting on the proposed business
combination. Lionheart's stockholders will also be able to obtain copies of such
documents, without charge, once available, at the SEC's website at www.sec.gov,
or by directing a request to: Lionheart III Corp, 4218 NE 2nd Avenue, Miami,
Florida 3313.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED THEREIN.
Participants in the Solicitation of Proxies
This communication is not a solicitation of a proxy from any investor or
securityholder. Lionheart, SMX, and their respective directors, executive
officers and other members of their management and employees, may, under SEC
rules, be deemed to be participants in the solicitation of proxies of
Lionheart's stockholders in connection with the proposed business combination.
Investors and securityholders may obtain more detailed information regarding the
names, affiliations and interests of Lionheart's directors and executive
officers in Lionheart's Annual Report on Form 10-K filed with the SEC on
April 14, 2022, the proxy statement/prospectus, other relevant materials filed
with the SEC in connection with the proposed business combination when they
become available, and other reports filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
No offer or offering of equity interests or securities of any kind is being
made, conducted or extended at this time. This communication is for
informational purposes only and does not constitute or include an offer to sell,
or a solicitation of an offer to purchase or subscribe for, equity interests or
securities of any kind or a solicitation of any vote of approval, nor shall
there be any sale, issuance or transfer of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Any such offer or solicitation will be made only in connection with the delivery
of a prospectus meeting the requirements of the Securities Act of 1933, as
amended ("Securities Act"), or exemptions therefrom.
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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
and the proxy statement/prospectus filed relating to the proposed business
combination. 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) 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 SEC on April 14, 2022 and
the proxy statement/prospectus filed relating to the proposed business
combination. Other factors include the possibility that the proposed business
combination does not close, including due to the failure to receive required
security holder approvals, or the failure of other closing conditions. 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 Lionheart's expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Deed of Variation - Scheme Implementation Deed dated January 19,
2023, between Lionheart III Corp, Empatan PLC and Security Matters
Limited.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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