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                            November 17, 2022

       Haggai Alon
       Chief Executive Officer
       Empatan Public Limited Company
       Mespil Business Centre
       Mespil House, Sussex Road
       Dublin 4, Ireland

                                                        Re: Empatan Public
Limited Company
                                                            Amendment No. 2 to
Registration Statement on Form F-1
                                                            Filed October 31,
2022
                                                            File No. 333-267301

       Dear Haggai Alon:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 4, 2022 letter.

       Amendment No. 2 to Registration Statement on Form F-1 Filed October 31,
2022

       What Equity Stake Will Current Stockholders, the Initial Stockholders. .
.., page 8

   1.                                                   We note your response
to prior comment 7 and the disclosure on page 10 stating that
                                                        your Sponsor and its
affiliates will hold 10.15%, 11.15%, 13.90% and 14.86% of the Post-
                                                        Combination Company
depending on the redemption scenario. We note that these are the
                                                        same percentages for
the redemption scenarios disclosed on page 35 for the initial
                                                        stockholders including
shares held by the underwriters and excluding the impact of any
                                                        public warrants. Please
confirm that the disclosure on page 10 only includes the potential
                                                        ownership of shares by
the Sponsor and its affiliates. Revise as applicable and specify
                                                        that the calculations
assume exercise and conversion of all securities.
 Haggai Alon
FirstName LastNameHaggai   Alon
Empatan Public Limited Company
Comapany 17,
November  NameEmpatan
              2022       Public Limited Company
November
Page 2    17, 2022 Page 2
FirstName LastName
Q: Do any of the Company's Officers or Directors have Interests in the Business
Combination . .
.., page 16

2.       We note your response to prior comment 9. Please disclose in your list
of interests that at
         the time of your business combination certain of your independent
directors will be
         granted restricted stock units in the post-combination company.
3.       We note your response to prior comment 8. Your disclosure says that
the "Sponsor and
         our directors and officers have interests in the Business Combination
that are different
         from or in addition to (and which may conflict with) your interests"
before listing
         such interests. We also note that you define "our" on your cover page
to refer to
         Lionheart. Please revise to explain why you include Amir Bader, Haggai
Alon, Pauline
         Khoo, and Zeren Browne as having interests that belong to the Sponsor
and the
         Company's (i.e. Lionheart's) directors and officers in the business
combination and which
         may conflict with shareholders' consideration of your proposals.
Q: What are the material U.S. federal income tax consequences of exercising my
redemption
rights?, page 21

4.       We note your response to prior comment 2. Please clarify, if true,
that the Excise Tax will
         only be imposed on the corporate entity that repurchases such shares
and not the
         shareholders who exercise their redemption rights and whose shares are
repurchased. In
         light of the caption to this question that suggests there are
consequences to a holder
         exercising their redemption rights, please also state that no funds
from the Trust Account
         or interest earned thereon will be used to pay the Excise Tax, as you
disclose on page 82.
Fairness Opinion of Scura Partners, page 117

5.       We note your response to prior comment 22 and reissue the comment.
Your response
         should address how the Lionheart board evaluated Scura Partners'
assumption that the
         transaction will be a "tax free reorganization" in light of your
disclosure on page 20 that
         "there is substantial uncertainty as to whether the requirements for a
'reorganization'
         [under Section 368(a) of the Code] can be satisfied" and that counsel
will opine only that
         the Business Combination will qualify as a transaction described in
Section 351(a) of the
         Code. If you are unable to reconcile the assumption with the facts
presented, tell us your
         basis for relying on this opinion if there is substantial uncertainty
about one of its
         assumptions.
6.       We note your response to prior comment 24 and revisions that remove
references to
         SMX. Item 1015(b)(4) of Regulation M-A requires disclosure about any
material
         relationships or compensation between the outside party providing the
report, opinion or
         appraisal and the subject company (i.e. SMX). Please revise
accordingly.
7.       We note your response to prior comment 26. Your response states that
Scura Partners
         received certain financial projections of SMX and    did consider such
information (along
         with a range of other data and factors) in creating the financial
model that served as a
 Haggai Alon
Empatan Public Limited Company
November 17, 2022
Page 3
         portion of its analysis set forth in the Registration Statement and
the opinion it rendered to
         the Lionheart Board.    Item 1015(b)(6) of Regulation M-A requires the
disclosure of the
            bases for and methods    used by your financial advisor to arrive
at its findings and
         recommendation. Please disclose any financial projections provided by
Lionheart or
         SMX and used by Scura Partners.
8.       We note your response to prior comment 23 and reissue the comment.
Please add the
         requested cautionary language to the company's disclosure in the
registration statement as
         the opinion states the financial advisor   s belief that the
transaction is fair to the SPAC
         (i.e., all shareholders as a group) rather than opining on the
fairness to shareholders
         unaffiliated with the sponsor or its affiliates.
Submission of Business Combination to a Stockholder Vote, page 193

9.       We note your response to prior comment 28. Your disclosure on page 193
continues to
         refer to the shares held by Nomura in calculating the number of shares
that may be needed
         to be voted in favor of the Business Combination for its approval
while your similar
         disclosures elsewhere refer to the underwriters. Further, as
previously noted, your
         disclosure about the number of votes by holders of your public shares
needed to approve
         the business combination is not consistent. In that regard, you state
on pages 15 and 40
         that you only need 35.6% of public shares assuming all outstanding
shares are voted or
         3.44% of public shares assuming only the minimum number of shares
representing a
         quorum are voted, but on page 193 state that 23.5% and 0% of public
shares are needed in
         these scenarios, respectively. Please advise or revise.
Research and Development, page 224

10.      We note your response to prior comment 32 and revised disclosure
indicating that SMX
         has agreed to provide shareholder loans to Yahaloma. For each loan
with a related party,
         please provide the information required by Item 7.B. of Form 20-F.
Disclose as of the
         most recent practicable date whether SMX has made any loans to
Yahaloma for staff costs
         and the terms of repayment. Clarify the milestones upon which SMX's
loan of USD
         350,000 is payable to Yahaloma and whether there is any interest due
on the repayment.
Notes to theLastNameHaggai
FirstName    Unaudited Interim   Condensed Consolidated Financial Statements,
page F-48
                              Alon
Comapany
11.         NameEmpatan
       Please               Public Limited from
              disclose the reimbursement    Company
                                                 paid pilots and proof of
concept projects as of
       June  30, 2022 similar
November 17, 2022 Page 3      to your disclosure as of December 31, 2021.
FirstName LastName
 Haggai Alon
FirstName LastNameHaggai   Alon
Empatan Public Limited Company
Comapany 17,
November  NameEmpatan
              2022       Public Limited Company
November
Page 4    17, 2022 Page 4
FirstName LastName
Notes to Consolidated Financial Statements
Note 2 - Significant Accounting Policies
Intangible Assets, page F-67

12.      We have reviewed your response to prior comment 36. We note your
current intangible
         assets disclosure identifies in general terms the five points in IAS
38.57. In consideration
         that you have not generated any revenue through June 30, 2022, expand
your disclosure to
         discuss each of these points as it relates specifically to your
business. Further disclose the
         types of development activities that you are currently capitalizing.
Refer to IAS 38.59.
         Further expand your disclosure to explain specifically as it relates
to your business the
         circumstances that would allow you to begin amortization of
development costs. In this
         regard, clarify when you anticipate the assets will be available for
use, or when they will
         be in the location and condition necessary to be capable of operating
in the manner
         intended by management. Refer to IAS 38.97. Please consider revising
your Critical
         Accounting Policies and Estimates disclosures on page 253 to address
the subjectivity and
         judgment necessary to account for highly uncertain matters or the
susceptibility of such
         matters to change.
       You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Julie Rizzo