SMX（安全事务）PLC美股招股说明书(2025-11-04版)

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY Issuance of up to 22,590,361 Ordinary Shares This prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus containedin our Form F-1, dated September 30, 2025 (the “Prospectus”), relating to the resale, from time to time of up to an aggregate of22,590,361ordinary shares of the Company,$0.000000000000287 par value per share(“Ordinary Shares”),by the sellingstockholders named elsewhere in the Prospectus (“Selling Stockholder”). The Ordinary Shares included in the Prospectus consist of upto 22,590,361 that the Selling Stockholders may receive pursuant to the partial conversion of principal under convertible promissorynotes in the aggregate principal amount of $15,000,000 held by such Selling Stockholders. The 22,590,361 Ordinary Shares iscalculated based upon the floor price of $0.332 per share (“Floor Price”) as set forth in the convertible promissory note. Specifically, this Prospectus Supplement is being filed to update and supplement the information included in the Prospectuswith certain information set forth below. Any statement contained in the Prospectus shall be deemed to be modified or superseded tothe extent that information in this Prospectus Supplement modifies or supersedes such statement.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 by filing amendmentsor supplements as required. You should read the entire Prospectus, this Prospectus Supplement and any amendments or supplementscarefully before you make your investment decision. Our Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “SMX” and our public warrants are listed onThe Nasdaq Capital Market under the symbol “SMXWW”. On November 3, 2025, the closing price of our Ordinary Shares was $1.77. Investing in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors”beginning on page 17 of the Prospectus for a discussion of certain risk factors that you should consider before investing in ourOrdinary Shares. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this Prospectus Supplement is November 4, 2025 Amendment to 2022 Incentive Equity Plan SMX (Security Matters) Public Limited Company (the “Company”) further amended its 2022 Incentive Equity Plan, as amended (the“Incentive Plan”), to increase the number of authorized Ordinary Shares under the Incentive Plan from approximately 1,004,200 to9,114,200 (the “Amendment”). As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely on home countrycorporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d) and, accordingly, theCompany so elected to approve the Amendment without stockholder approval. Thereafter, the Company granted an aggregate of6,160,000 restricted stock units and 1,950,000 stock options to its executive officers and directors, and to certain consultants,employees and advisors to the Company. Annual General Meeting An Annual General Meeting of Shareholders (the “Meeting”) of the Company, will be held on Monday, November 24, 2025, at 10:00a.m. (Eastern time) and 3:00 p.m. (Irish time), at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland. The Company hasdistributed a Notice and Proxy Statement and a proxy card to all shareholders of record as of the close of business on October 24,2025.