SMX (Security Matters) PLC美股招股说明书(2026-02-09版)

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY Issuance of up to 13,025,574 Ordinary Shares This prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus datedDecember 29, 2025 contained in our Registration Statement on Form F-1 (Registration No.: 333-292153), as supplemented (assupplemented, the “Prospectus”), relating to the resale, from time to time of up to an aggregate of 13,025,574 ordinary shares of theCompany, $0.00000000002502543568 par value per share (“Ordinary Shares”), by the selling stockholders named elsewhere in theProspectus (“Selling Stockholders”). The Ordinary Shares included in the Prospectus consist of: (1) Ordinary Shares that the Companymay, in its discretion, elect to issue and sell to one of the Selling Stockholders (the “SEPA Investor”), from time to time after the dateof the Prospectus, pursuant to a Standby Equity Purchase Agreement the Company entered into with the Selling Stockholders onDecember 1, 2025, as amended (the “SEPA”), in which the SEPA Investor has committed to purchase from 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 theprincipal amounts under convertible promissory notes in the aggregate principal amount of $14,375,000 held by the SellingStockholders; (3) 300% of the Ordinary Shares that the Selling Stockholders may receive pursuant to the conversion of the principalamount 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 in the Prospectus), which the Company agreed to pay to one of the Selling Stockholders. Specifically, this Prospectus Supplement is being filed to update and supplement the information included in the Prospectuswith certain information set forth below and contained in our Report on Form 6-K, which was submitted to the U.S. Securities andExchange Commission (the “SEC”) on February 6, 2026 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to thisProspectus Supplement. Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent thatinformation in this Prospectus Supplement modifies or supersedes such statement.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 February 5, 2026, the closing price of our Ordinary Shares was $8.35. Investing in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors”beginning on page 24 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 February 6, 2026 UNITED STATESSECURITIES 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 February 2026 Commission File Number: 001-41639 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY (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☐ On February 5, 2026, SMX (Security Matters) Public Limited Company (the “Company”) and Target Capital 1 LLC(“Target”) entered into a Second Amendment to Standby Equity Purchase Agreement (the “Amendment”), which amends the terms ofthe Company’s Standby Equity Purchase Agreement, dated as of December 1, 2025, as amended and supplemented by thatAmendment and Addendum to Standby Equity Purchase Agreement, dated as of December 9, 2025 (the “Agreement”). The Amendment increased the size of the Commitment Amount und