SMX（安全事务）PLC-A美国存托凭证招股说明书(2025-01-15版)

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY Issuance of up to 32,755,097 Ordinary Shares This prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement ourprospectus contained in our Registration Statement on Form F-1, dated October 25, 2024 (the “Prospectus”) relatingto the resale, from time to time of up to an aggregate of 32,755,097 ordinary shares of the Company, $0.165 parvalue per share (“Ordinary Shares”), by the selling stockholders named elsewhere in this prospectus (“SellingStockholders”). The Ordinary Shares included in this prospectus consist of (1) 1,590,000 Ordinary Shares; (2)3,760,000 Ordinary Shares underlying pre-funded warrants; (3) up to 21,836,730 Ordinary Shares underlying SeriesA Common Warrants; and (4) up to 5,568,367 Ordinary Shares underlying Series B Common Warrants. Specifically, this Prospectus Supplement is being filed to update and supplement the information includedin the Prospectus with certain information set forth below and contained in our Report on Form 6-K, which wassubmitted to the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2025 (the “Form 6-K”).Accordingly, we have attached the Form 6-K to this Prospectus Supplement. Any statement contained in theProspectus shall be deemed to be modified or superseded to the extent that information in this ProspectusSupplement modifies or supersedes such statement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This Prospectus Supplement is not complete without, and may not be utilized except in connection with,the Prospectus, including any supplements and amendments thereto. We may further amend or supplement the Prospectus and this Prospectus Supplement from time to time byfiling amendments or supplements as required. You should read the entire Prospectus, this Prospectus Supplementand any amendments or supplements carefully before you make your investment decision. Our Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “SMX” and our publicwarrants are listed on The Nasdaq Capital Market under the symbol “SMXWW”. On January 13, 2025, the closingprice of our Ordinary Shares was $0.2600. Investing in our Ordinary Shares involves significant risks. You should read the section entitled“Risk Factors” beginning on page 21 of the Prospectus for a discussion of certain risk factors that you shouldconsider before investing in our Ordinary Shares. Neither the Securities and Exchange Commission nor any state securities commission or otherregulatory body has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is January 15, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THESECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41639 SMX (SECURITY MATTERS) PUBLIC LIMITEDCOMPANY (Exact Name of Registrant as Specified in Charter) Mespil Business Centre, Mespil HouseSussex Road, Dublin 4, IrelandTel: +353-1-920-1000(Address of Principal Executive Offices) (Zip Code) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F☐Form 40-F☐ Upon the opening of business on January 15, 2025, SMX (Security Matters) Public Limited Company’s(the “Company”) ordinary shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-reversestock split basis under the current symbol “SMX”. The new CUSIP number of the Company’s ordinary shares willbe G8267K158 and the new ISIN code will be IE000WZ90ZV5. The reverse stock split was previously approved by the Company’s shareholders on December 10, 2024. Inaccordance with the proposal approved by the Company’s shareholders, every twenty-eight and one half ordinaryshares of the Company will be automatically combined into one ordinary share (the “Reverse Stock Split”). The Reverse Stock Split will reduce the number of outstanding shares of the Company from approximately33 million to approximately 1 million and will affect all outstanding ordinary shares. Every twenty-eight and onehalf outstanding ordinary shares will be combined into and automatically become one post-Reverse Stock Splitordinary share. No fractional shares will be issued in connection with the reverse stock split. Instead, the Companywill aggregate the fractional entitlements of shareholders who otherwise would be entitled to receive fractionalshares because they hold a number of ordinary shares not evenly divisible by twenty-eight and one half ordinaryshares pursuant to the reverse stock split or they hold less than the number of ordinary shares which should beconsolidated into one ordinary share pursuant to the reverse stock split a