SMX (Security Matters) PLC-A美股招股说明书(2025-07-11版)

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY Issuance of up to 21,484,375 Ordinary Shares This prospectus relates to the resale, from time to time of up to an aggregate of 21,484,375 ordinary shares of the Company, $0.000000000000041 par value per share (“Ordinary Shares”), bythe selling stockholders named elsewhere in this prospectus (“Selling Stockholders”). The Ordinary Shares included in this prospectus consist of up to 21,484,375 that the Selling Stockholders mayreceive pursuant to the conversion of principal under a convertible promissory note in the principal amount of $6,875,000 held by such Selling Stockholders. The 21,484,375 Ordinary Shares iscalculated based upon the floor price of $0.32 per share (“Floor Price”) as set forth in the convertible promissory note. See the section entitled, “Selling Stockholders” for additional informationregarding the Selling Stockholders. The Selling Stockholders may sell the Ordinary Shares at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker’stransactions, privately negotiated transactions or through sales to one or more dealers for resale. We will not realize any proceeds from sales by the Selling Stockholders. All costs incurred in the registration of the Ordinary Shares are being borne by the Company. We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may takeadvantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not beingrequired to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previouslyapproved. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. We are a “foreign private issuer” as defined under applicable Securities and Exchange Commission (“SEC”) rules and an “emerging growth company” as that term is defined in the JumpstartOur Business Startups Act of 2012 (the “JOBS Act”) and are eligible for reduced public company disclosure requirements. Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SMX” and our public warrants are listed on The Nasdaq Capital Market under the symbol“SMXWW”. On July 3, 2025, the closing price of our Ordinary Shares was $4.58. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in the Company’s securities involves risks. See“Risk Factors”beginning on page 16 of this prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representationto the contrary is a criminal offense. Prospectus dated July 7, 2025 TABLE OF CONTENTS ABOUT THE PROSPECTUS1IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES1INDUSTRY AND MARKET DATA2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING15RISK FACTORS16USE OF PROCEEDS39DIVIDEND POLICY39BUSINESS39MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS63BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT83DESCRIPTION OF SECURITIES93CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS109SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES113BENEFICIAL OWNERSHIP OF SECURITIES114SELLING STOCKHOLDERS115CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS116CERTAIN MATERIAL IRISH TAX CONSIDERATIONS TO NON-IRISH HOLDERS121PLAN OF DISTRIBUTION125EXPENSES RELATED TO THE OFFERING127SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS127LEGAL MATTERS127EXPERTS127WHERE YOU CAN FIND MORE INFORMATION127INDEX TO FINANCIAL STATEMENTSF-1i ABOUT THE PROSPECTUS You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Anyamendment or supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposesof this prospectus to the extent that a statement contained in such amendment or supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of thisprospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. See “Where You Can Find Mor