SMX (Security Matters) PLC美股招股说明书(2025-12-31版)

Issuance of up to 13,025,574 Ordinary Shares Thisprospectus relates to the resale,from time to time of up to an aggregate of 13,025,574 ordinary shares of the Company,$0.00000000002502543568 par value per share (“Ordinary Shares”), by the selling stockholders named elsewhere in this prospectus (“Selling Stockholders”).The Ordinary Shares included in this prospectus consist of: (1) Ordinary Shares that the Company may, in its discretion, elect to issue and sell to one of theSelling Stockholders (the “SEPA Investor”), from time to time after the date of this prospectus, pursuant to a Standby Equity Purchase Agreement theCompany entered into with the Selling Stockholders on December 1, 2025, as amended (the “SEPA”), in which the SEPA Investor has committed to purchasefrom the Company up to $100,000,000 of the Company’s Ordinary Shares in an equity line of credit (the “Equity Line”), subject to the terms and conditionsspecified in the SEPA; (2) 300% of the Ordinary Shares that the Selling Stockholders may receive pursuant to the conversion of the principal amounts underconvertible promissory notes in the aggregate principal amount of $14,375,000 held by the Selling Stockholders; (3) 300% of the Ordinary Shares that theSelling Stockholders may receive pursuant to the conversion of the principal amount under a convertible promissory note in the aggregate principal amount of$6,250,000 held by the Selling Stockholders; and (4) the Facility Fee (as defined below), which the Company agreed to pay to one of the Selling Stockholders.See the section entitled, “Committed Equity Financing”for a description of the SEPA and the section entitled, “Selling Shareholders” for additionalinformation regarding the Selling Stockholders. Subject to the terms and conditions of the SEPA, the Company has the right from time to time at its discretion until the first day of the monthfollowing the 36-month period after the date of the SEPA (or earlier in the event the SEPA Investor shall have made payment of $100 million in Advances), todirect the SEPA Investor to purchase a specified amount of Ordinary Shares (each such sale, an “Advance”) by delivering written notice to the SEPA Investor(each, an “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed the lesser of (i) an amount equal to onehundred percent (100%) of the average of the Daily Traded Amount (as defined in the SEPA) during the five consecutive Trading Days immediately precedingan Advance Notice, (ii) 30% of the Daily Traded Amount (as defined in the SEPA) and (iii) $1 million, and may not exceed 4.99% of the issued andoutstanding Ordinary Shares. The Ordinary Shares purchased pursuant to an Advance will be purchased at a price equal to 94% of the lowest VWAP of theOrdinary Shares during the three Trading Days following the applicable notice date. The Company may also deliver intraday purchase notices to the Investor,and the Ordinary Shares purchased pursuant to an intraday Advance will be purchased at a price equal to 98% of the lowest traded price of the Ordinary Sharesduring the intraday pricing period, as determined pursuant to the terms of the SEPA. The Company will control the timing and amount of any sales of Ordinary Shares to the SEPA Investor under the Equity Line. Actual sales of theOrdinary Shares under the Equity Line will depend on a variety of factors to be determined by the Company from time to time, which may include, amongother things, market conditions, the trading price of the Ordinary Shares and determinations by the Company as to the appropriate sources of funding for itsbusiness and operations. Our registration of the securities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Ordinary Shares.The Selling Stockholders may offer, sell or distribute all or a portion of their Ordinary Shares publicly or through private transactions at prevailing marketprices or at negotiated prices. The Company will not receive any proceeds from the sale of Ordinary Shares by the Selling Stockholders pursuant to thisprospectus. However, the Company may receive up to $100,000,000 from sales of Ordinary Shares to the SEPA Investor that the Company may, in itsdiscretion, elect to make, from time to time after the date of this prospectus, pursuant to the SEPA. The Company provides more information about how theSelling Stockholders may sell or otherwise dispose of the Ordinary Shares in the section entitled, “Plan of Distribution.” 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 of2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companiesthat are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 ofthe