SMX (Security Matters) PLC-A美股招股说明书(2025-10-01版)

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY Issuance of up to 22,590,361 Ordinary Shares This prospectus relates to the resale, from time to time of up to an aggregate of 22,590,361 ordinary shares of the Company, $0.000000000000287 par valueper share (“Ordinary Shares”), by the selling stockholders named elsewhere in this prospectus (“Selling Stockholders”). The Ordinary Shares included in this prospectusconsist of up to 22,590,361 that the Selling Stockholders may receive pursuant to the partial conversion of principal under convertible promissory notes in the aggregateprincipal amount of $15,000,000 held by such Selling Stockholders. The 22,590,361 Ordinary Shares is calculated based upon the floor price of $0.332 per share(“Floor Price”) as set forth in the convertible promissory note. The Company is registering 22,590,361 Ordinary Shares, which is the maximum amount of OrdinaryShares that can be issued upon conversion of $7,500,000 of principal under the convertible promissory notes. See the section entitled, “Selling Stockholders” foradditional information regarding 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 takeplace by ordinary broker’s transactions, privately negotiated transactions or through sales to one or more dealers for resale. We will not realize any proceeds from salesby 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 take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerginggrowth companies, including, but not limited to, not being required 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 proxy statements, and exemptions from the requirements of holding anonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. This prospectus complieswith 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 thatterm is defined in the Jumpstart Our 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 CapitalMarket under the symbol “SMXWW”. On September 29, 2025, the closing price of our Ordinary Shares was $1.41. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in theCompany’s securities involves risks. See “Risk Factors”beginning on page 17 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 thisprospectus. Any representation to the contrary is a criminal offense. Prospectus dated September 30, 2025 TABLE OF CONTENTS ABOUT THE PROSPECTUS1IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES1INDUSTRY AND MARKET DATA2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING16RISK FACTORS17USE OF PROCEEDS40DIVIDEND POLICY40BUSINESS40MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS64BOARD 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 HOLDERS122PLAN OF DISTRIBUTION126EXPENSES 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 preparedby us or on our behalf. Any amendment or supplement may also add, update or change information included in this prospectus. Any statement contained in thisprospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such amendment or supplementmodifies or supersedes such s