SMX（Security Matters）PLC-A美股招股说明书（2025-01-21版）

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY Issuance of up to 69,865 Ordinary Shares This prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement ourprospectus contained in our Post-Effective Amendment No. 1 to Form F-1, dated May 31, 2024, as supplemented(the “Prospectus”), relating to the resale of up to 69,865 ordinary shares (post-reverse stock split), $0.165 par valueper share (the “Ordinary Shares”), by the selling stockholders named elsewhere in the Prospectus (“SellingStockholders”). 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 17, 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 Any statement contained in theProspectus shall be deemed to be modified or superseded to the extent that information in this ProspectusSupplement modifies or supersedes such statement.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 17, 2025, the closingprice of our Ordinary Shares was $5.36. Investing in our Ordinary Shares involves significant risks. You should read the section entitled“Risk Factors” beginning on page 14 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 21, 2025 SECURITIES 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☐ Exhibit NumberDescription99.1Press Release dated January 17, 2025 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 17, 2025 SMX (SECURITY MATTERS) PUBLIC LIMITEDCOMPANY By:/s/ Haggai AlonName:Haggai AlonTitle:Chief Executive Officer Exhibit 99.1 PRESS RELEASE SMX Unveils Advanced Protection forCyber Hardware & Electronics New York, New York, January 17, 2025 – SMX (Security Matters) PLC (NASDAQ:SMX; SMXWW), a pioneer indigitizing physical objects for a circular economy, has announced the deployment of its proprietary hardwareprotection technology designed for various applications, in the rapidly evolving fields of cyber hardware andelectronics, including as applied to the Artificial Intelligence (AI) industry. SMX’s innovative system is designed tosecure the integrity of electronic components and their supply chains from raw materials to final systems. Leveraging patented sub-molecular marking, and using micro-GPS trackers and advanced blockchain encryption,the SMX technology is designed to ensure unprecedented traceability and security for electronic hardware, byintegrating seamlessly into manufacturing processes and to enable full authentication. This system offers: ●Real-Time Authentication and Control: Authorities and manufacturers can monitor, approve, identifyandverify origination of sources,to mitigate risks and anti-tampering,ensuring compliance withgeolocation and ownership restrictions.●Blockchain-Based Digital Twin IOT2: Each marked component is paired with a tamper-proof digitaltwin, enabling lifecycle tracking and fraud prevention.●Circular Economy Enablement: SMX’s solution supports the recycling and reuse of e-waste, reducingreliance on virgin