Filed by Lionheart III Corp

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Lionheart III Corp

Commission File No. 001-41011

Commission file number for related registration statement: 333-267301


September 8, 2022


Accommodation of F-4 on SEC

MIAMI, FL, US & MELBOURNE, VIC, AUS, — Security Matters Limited (“SMX”) (ASX: SMX), a company listed on the Australian Securities Exchange, and Lionheart III Corp (“Lionheart”) (NASDAQ : LION ), a publicly traded special purpose acquisition company, announced on July 26, 2022 that it had entered into a business combination agreement (“BCA”) and the agreement (“SID”) under which SMX will be listed on NASDAQ through a new -formed Irish company (“SMX Ireland”) (“Transaction”) which will be named “SMX Public Limited Company”.

In connection with the potential business combination (the “Proposed Business Combination”), a registration statement on Form F-4 (the form F-4″) was filed on September 6, 2022 (PST) by Empatan Public Limited Company, a public limited company incorporated in Ireland under number 722009 (the “parent company”) with the United States Securities and Exchange Commission (the “SEC”) . A link to the F-4 can be found here:

EDGAR Filing Documents for 0001193125-22-239088 (

Upon closing of the proposed business combination, the parent company is expected to be the ultimate parent company of Lionheart III Corp (“Lionheart”) and Security Matters Limited (“SMX”). The form F-4 includes a proxy statement/preliminary prospectus for distribution to holders of common stock of Lionheart in connection with Lionheart’s solicitation of proxies for the vote of its shareholders in connection with the proposed business combination and other matters described in the form F-4, as well as a prospectus relating to the offer and sale of the securities to be issued in connection with the completion of the business combination.

This document does not contain all of the information to be considered regarding the contemplated business combination and is not intended to form the basis of an investment decision or any other decision relating to the contemplated business combination. Lionheart and SMX urge investors, shareholders and other interested persons to read the form F-4,
including the proxy statement/prospectus included therein and any amendments thereto and any other documents filed with the SEC in connection with the proposed business combination, as such documents will contain important information about SMX, Lionheart , the parent company and the proposed business combination.

After the form F-4 has been filed and declared effective, the definitive proxy statement/prospectus will be mailed to Lionheart shareholders on the record date established to vote on the proposed business combination. Lionheart stockholders may also obtain copies of these documents, free of charge, when available, on the SEC’s website at, or by directing a request to: Lionheart III Corp, 4218 NE 2nd Avenue, Miami, Florida 3313.



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