SMX (Security Matters) PLC美股招股说明书(2026-03-13版)

Issuance of up to 30,411,426 Ordinary Shares Thisprospectus relates to the resale,from time to time of up to an aggregate of 30,411,426 ordinary shares of the Company,$0.00000000012219451015625 par value per share (“Ordinary Shares”), by the selling stockholders named elsewhere in this prospectus (“SellingStockholders”). The Ordinary Shares included in this prospectus consist of Ordinary Shares that the Company may, in its discretion, elect to issue and sell toone of the Selling Stockholders (the “SEPA Investor”), from time to time after the date of this prospectus, pursuant to a Standby Equity Purchase Agreementthe Company entered into with the Selling Stockholders on December 1, 2025, as amended (the “SEPA”), in which the SEPA Investor has committed topurchase from the Company up to $250,000,000 of the Company’s Ordinary Shares in an equity line of credit (the “Equity Line”), subject to the terms andconditions specified in the SEPA. As of the date of this prospectus, the Company has drawn down $11,300,720 from the Commitment Amount under theSEPA, excluding $20,625 thousand converted into 252,047 Ordinary Shares under convertible promissory notes as Pre-Advances, and has issued an aggregateof 179,682 (post-4.8828125:1 reverse stock split) Ordinary Shares to the SEPA Investor. This prospectus relates only to the remaining $238,869,280 remainingunder the Equity Line. See the section entitled, “Committed Equity Financing”for a description of the SEPA and the section entitled, “Selling Shareholders”for additional information 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 $250 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 SEPA Investor is deemed an “underwriter” within the meaning of the Securities Act in connection with such sales. TheCompany will not receive any proceeds from the sale of Ordinary Shares by the Selling Stockholders pursuant to this prospectus. However, the Company mayreceive up to $250,000,000 from sales of Ordinary Shares to the SEPA Investor that the Company may, in its discretion, elect to make, from time to time afterthe date of this prospectus, pursuant to the SEPA. As of the date of this prospectus, the Company has drawn down $11,300,720 from the Commitment Amountunder the SEPA and has issued an aggregate of 179,682 (post-4.8828125:1 reverse stock split) Ordinary Shares to the SEPA Investor, excluding $20,625thousand converted into 252,047 Ordinary Shares under convertible promissory notes as Pre-Advances, pursuant to the Registration Statement on Form F-1(No. 333-292153). The Company provides more information about how the Selling Stockholders may sell or otherwise dispose of the Ordinary Shares in thesection entitled, “Plan of Distribution.” We are an “emerging growth company,” as defined in Section 2(a) of the Securities Ac