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**Exhibit 4.31**

**EMPATAN PUBLIC LIMITED COMPANY**

**15% Senior Convertible Notes Due 2024**

**Growth Financing Termsheet**

*The proposed summary terms set forth below are set forth herein for discussion purposes only, are not binding, and are subject to, amongother things, the completion of due diligence review and execution and delivery of definitive documentation.*

 
**Growth Financing**Issuer  Empatan Public Limited Company, an Ireland corporation (the “*Company*”)Types of Securities  15% Senior Convertible Notes due December 31, 2024 (the “*Notes*”) and Redeemable Warrants (as hereinafter defined)Closing Date  Upon the consummation of the Business Combination (as hereinafter defined)Offering Structure  The offering (the “*Offering*”) shall be structured as a transaction exempt from Section 5 of the Securities Act of 1933, as amended (the “*Securities Act*”), and shall comply withSection 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder and applicable state securities law.Subscriber Requirements  Subscriber is a “*qualified institutional buyer*” (as defined in Rule 144A under the Securities Act) of 1933, as amended (the “*Securities Act*”) or an “*accredited investor*” (within themeaning of Rule 501(a) under the Securities Act).Minimum Investment  US$250,000Offering Size  Up to US$10.0MMCommissions; Finders Fees  The Company reserves the rights to pay commissions and finders’ fees
 
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**Notes**Security  15% Senior Convertible Notes due December 31, 2024Interest  15% per annum, payable quarterly in arrearsMaturity Date  
The earlier of December 31, 2024 and the date of any Change in Control (as herein after defined), excluding the BusinessCombination.

 

A “*Change in Control*” will be deemed to exist if(i) there occurs any consolidation, merger or other business combination of the Company, other than the Business Combination, with or into any other corporation or other entity or person (whether or not the Company is the survivingcorporation), or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting stockholders of the Company prior to such event cease to own 50% or more of the voting power, orcorresponding voting equity interests, of the surviving corporation after such event (including without limitation any “going private” transaction under Rule 13e-3 promulgated pursuant to theExchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 50% or more of the Company’s Common Stock), (ii) any person (as defined in Section 13(d) ofthe Securities Exchange Act of 1934, as amended (the “*Exchange Act*”)), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (asdescribed in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company’s voting power, (iii) there is areplacement of more than one-half of the members of the Company’s Board of Directors which is not approved by those individuals who are members of the Company’s Board of Directors immediately priorto such replacement, (iv) in one or a series of related transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. 
  “*Business Combination*” shall mean a business combination of the Company with Security Matters Limited, an Australian public corporation, and Lionheart III Corp., a Delawarecorporation
 
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Priority  All obligations under the Notes shall be senior unsecured obligations of the CompanyPrepayment  The Notes may be prepaid at any time, in whole or in part, without penalty or premium, at any time upon 30 days prior written notice to the holders.Conversion  The Notes shall be convertible, by written notice of the noteholder to Company into shares of common stock of the Company at a conversion price of US$10.00 per share, subject to mechanical adjustmentsCovenants  Restrictions on dividends, certain notice requirements, etc.Events of Default  Any event of default under any of the Note, failure to pay principal and interest when due; breach of covenants; false or misleading representations, warranties, or certifications; final judgments in excess of US$1,000,000 notdischarged or stayed after applicable periods; certain events of bankruptcy or insolvency, limitations on debt incurrence, and limitations on dividends.Repayment Option  The Company shall be entitled to satisfy the payment of the principal amount of the Notes through the issuance of shares of Common Stock based upon a 20% discount to the 20 trading day VWAP preceding the Maturity Date with nofloor.**Redeemable Warrants**Securities Offered  Common Stock Purchase Warrants (the “*Redeemable**Warrants*”) to purchase shares of common stock (the “*Common Stock*”), of the CompanyTerm  Five years from the closing of the Business Combination, subject to earlier redemptionShares Issuable Upon Exercise of the Redeemable Warrants  An aggregate of up to 500,000 shares of Common Stock, issued proportionally to the Notes sold by the Company (i.e.., 500,000 shares in the event the entire $10,000,000 of Notes shall beissued)
 
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Adjustments; Reorganizations  The exercise price of the Redeemable Warrants and the number of shares subject thereto shall be subject to adjustment in the event of stock splits, stock dividends, reverse stock splits, and similar events. The Redeemable Warrantsshall contain standard reorganization provisions.Exercise Price  US$11.50, subject to such adjustments as shall be included in the Public Warrants (as hereinafter defined), provided, however, that the Company retains the right to lower the exercise price for periods of time not to exceed 30daysRedemption  
The Warrants shall be redeemable at the option of the holder as provided below.

50.00% of the Warrants shall be redeemable on a non-cumulative basis at the option of the holder during the 30 daysfollowing the second and third, Business Combination for US$5.00 per Warrant Share. Notwithstanding the foregoing, at the option of each investor, the Company may satisfy any or each such redemption through the issuance of shares of Common Stockbased upon a 20% discount to the 20 trading day VWAP preceding each such anniversary with no floor.
Exercise Mechanism  Cash only**Bonus Warrants**Securities Offered  Common Stock Purchase Warrants (the “*Bonus Warrants*”) to purchase shares of Common Stock. The Bonus Warrants shall be identical to the public warrants (the “*Public Warrants*”) of theCompanyTerm  Five years commencing upon the Business CombinationShares Issuable Upon Exercise of the Bonus Warrants  An aggregate of up to 500,000 shares of Common Stock, issued proportionally to the indebtedness drawn upon by the Company Subscriber, or (D) when such securities shall have ceased to be outstanding.
 
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Adjustments; Reorganizations  The Bonus Warrants shall have adjustment and reorganization provisions identical to those of the Public WarrantsExercise Price  US$11.50, subject to such adjustments as shall be included in the Public WarrantsRedemption  The Bonus Warrants shall have redemption provisions identical to those of the Public WarrantsExercise Mechanism  Cash only**General Provisions**Funding Upon Closing of Business Combination  Offering shall fund upon the closing of the Business CombinationRegistration Rights  Within thirty (30) calendar days after the consummation of the Business Combination, the Company will file with the Securities and Exchange Commission (at the Company’s sole cost and expense) a registration statement toregister under and in accordance with the provisions of the Securities Act, the resale of all Registrable Securities on Form S-3, Form F-3, Form S-1 or Form F-1, as applicable.Registrable Securities  “*Registrable Securities*” means, as of any date of determination, the securities issuable upon exercise of the Redeemable Warrants (collectively, the “*Warrant Shares*”) and any other equity securityissued or issuable with respect thereto by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, provided, however, that such securities shall cease to be Registrable Securities at the earliestof (A) two (2) years after the Closing Date, (B) the date all Securities held by Subscriber may be sold by Subscriber without volume or manner of sale limitations pursuant to Rule 144 and without the requirement for the Company to be incompliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (C) the date on which such securities have actually been sold by
 
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Confidentiality  Subject to applicable law, this Term Sheet is confidential, and neither the contents nor the details of this Term Sheet may be shown or disclosed by either party hereto except to those individuals who have a need to know as a resultof being involved in the proposed transaction. No press or other publicity release will be issued to the general public concerning the proposed transaction without mutual consent unless required by law or the rules of a relevant stock exchange, andthen only to the extent required.Governing Law  State of DelawareWire Instructions  
Investors should wire investment proceeds to:

 

Account Name: Security Matters Limited 

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