Exhibit 99.11
REPRESENTATION PURSUANT TO INSTRUCTION 2 TO
ITEM 8.A.4 OF FORM 20-F
January 12, 2023
In connection with the filing of a Registration Statement on Form F-4, as amended (the “Registration Statement”), by Empatan Public Limited Company, a public limited company incorporated in Ireland (the “Parent”), relating to a proposed business combination by and among Parent, Lionheart III Corp, a Delaware corporation (“Lionheart”), Security Matters Limited, an Australian public company (“SMX”), and Aryeh Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent. The Registration Statement will include audited financial statements of SMX. SMX represents to the U.S. Securities and Exchange Commission that:
1. | SMX is not currently a public reporting company in any jurisdiction other than in Australia and is not required by any jurisdiction outside the United States to have audited financial statements as of a date not older than twelve months from the date of filing the Registration Statement. |
2. | Compliance with the requirement in Item 8.A.4 of Form 20-F that the audited financial statements must be as of a date not older than twelve months at the date of filing the registration statement is impracticable or involves undue hardship for SMX. |
3. | At the time the Registration Statement is declared effective, SMX will have audited financial statements not older than fifteen months. |
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this representation as of the date first above written.
Security Matters Limited | ||
By: | /s/ Haggai Alon | |
Name: Haggai Alon | ||
Title: Chief Executive Officer |
[Signature Page to Item 8.A Representation]