Security Matters SPAC Presentation Deck slide image

Security Matters SPAC Presentation Deck

Disclaimer US This presentation (together with oral statements made in connection herewith, the "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the "proposed business combination") between Security Matters Limited ("Security Matters" or "SMX") and Lionheart III Corp ("Lionheart") and related transactions and for no other purpose. No Offer or Solicitation This Presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other specific product. This Presentation 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. SECURITY MATTERS This Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein as well as the merits and risks involved. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Readers should carefully review the risk factors and other cautionary statements described therein before making an investment decision. No representation, express or implied, is or will be given by Security Matters, Lionheart or their respective affiliates and advisors as to the accuracy or completeness of the information contained in this Presentation. Important Information and Where to Find It In connection with the potential business combination, a registration statement on Form F-4 (the "Form F-4") is expected to be 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 and Security Matters. The Form F-4 will include 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, when available, 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 filed and 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 33137. EQUILIBRIUM ECONOMY Proprietary to Security Matters, and protected under Federal US, AU and EU IP laws and regulations, as are any results (physical or intellectual property) of any work done. or² 4 INTELLIGENCE ON THINGS
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