Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one Redeemable Warrant NASDAQ NASDAQ Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 NASDAQ 0001845991 0001845991 2022-07-26 2022-07-26 0001845991 lionu:UnitsEachConsistingOfOneShareOfClassCommonStockAndOneHalfOfOneWarrantMember 2022-07-26 2022-07-26 0001845991 us-gaap:CommonClassAMember 2022-07-26 2022-07-26 0001845991 lionu:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceMember 2022-07-26 2022-07-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K/A

(Amendment No. 1)

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 26, 2022

Date of Report (Date of earliest event reported)

 

 

Lionheart III Corp

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-41011   36-4981022
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (I.R.S. Employer
Identification No.)

 

4218 NE 2nd Avenue, Miami, FL   33137
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (305) 573-3900

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange

on which registered

Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one Redeemable Warrant   LIONU   The Nasdaq Capital Market LLC
Shares of Class A common stock included as part of the units   LION   The Nasdaq Capital Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of the Class A common stock at an exercise price of $11.50   LIONW   The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

EXPLANATORY NOTE

Lionheart III Corp. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Amended Filing”) to its Form 8-K filed on July 26, 2022 (the “Original Filing”) solely to file as exhibits copies of the BCA, the SID, the form of Lock-up Agreements, the A&R Sponsor Agreement, the A&R Registration Rights Agreement, and the form of Voting Agreement (each as defined in the Original Filing). Except as described above, this Amended Filing does not amend, update or change any other items or disclosures in the Original Filing.

 

Item 9.01

Financial Statement and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

  2.1*    Business Combination Agreement, by and among Lionheart III Corp, Security Matters Limited, Empatan Public Limited Company, and Aryeh Merger Sub, Inc., dated as of July 26, 2022
  2.2    Scheme Implementation Deed, by and among Lionheart III Corp, Empatan PLC, and Security Matters Limited, dated as of July 26, 2022
10.1    Form of Lock-Up Agreement, by and between Empatan Public Limited Company and the Holder
10.2*    Amended and Restated Sponsor Agreement, by and among Lionheart III Corp, Lionheart Equities, LLC and certain Insiders, dated July 26, 2022
10.3    Form of A&R Registration Rights Agreement by and between Empatan Public Limited Company, Lionheart Equities, LLC and the Holders
10.4    Form of Voting Agreement by and between Empatan Public Limited Company and certain Shareholders
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 29, 2022
LIONHEART III CORP
By:  

/s/ Ophir Sternberg

Name:   Ophir Sternberg
Title:   Chairman, President and Chief Executive Officer

 

3
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