SMX (Security Matters) PLC美股招股说明书(2026-04-09版)

Issuance of up to 30,411,426 Ordinary Shares This prospectus 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 andsell to one of the Selling Stockholders (the “SEPA Investor”), from time to time after the date of this prospectus, pursuant to a Standby EquityPurchase Agreement the Company entered into with the Selling Stockholders on December 1, 2025, as amended (the “SEPA”), in which the SEPAInvestor has committed to purchase from the Company up to $250,000,000 of the Company’s Ordinary Shares in an equity line of credit (the “EquityLine”), subject to the terms and conditions specified in the SEPA. As of the date of this prospectus, the Company has drawn down approximately$17,880,834 from the Commitment Amount under the SEPA and has issued an aggregate of 877,682 (post-4.8828125:1 reverse stock split) OrdinaryShares to the SEPA Investor. This prospectus relates only to the remaining $232,119,166 remaining under the Equity Line. See the section entitled,“Current Outlook”of our Annual Report on Form 20-F for the fiscal year ended 2025 filed by us with the SEC (File No. 001-41639) which isincorporated by reference herein for a description of the SEPA and the section entitled, “Selling Shareholders” of this prospectus 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 themonth following the 36-month period after the date of the SEPA (or earlier in the event the SEPA Investor shall have made payment of $250 millionin Advances), to direct the SEPA Investor to purchase a specified amount of Ordinary Shares (each such sale, an “Advance”) by delivering writtennotice to the SEPA Investor (each, an “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed thelesser of (i) an amount equal to one hundred percent (100%) of the average of the Daily Traded Amount (as defined in the SEPA) during the fiveconsecutive Trading Days immediately preceding an Advance Notice, (ii) 30% of the Daily Traded Amount (as defined in the SEPA) and (iii) $1million, and may not exceed 4.99% of the issued and outstanding Ordinary Shares. The Ordinary Shares purchased pursuant to an Advance will bepurchased at a price equal to 94% of the lowest VWAP of the Ordinary 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 bepurchased at a price equal to 98% of the lowest traded price of the Ordinary Shares during the intraday pricing period, as determined pursuant to theterms 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 salesof the Ordinary Shares under the Equity Line will depend on a variety of factors to be determined by the Company from time to time, which mayinclude, among other things, market conditions, the trading price of the Ordinary Shares and determinations by the Company as to the appropriatesources of funding for its business and operations. Our registration of the securities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of theOrdinary Shares. The Selling Stockholders may offer, sell or distribute all or a portion of their Ordinary Shares publicly or through privatetransactions at prevailing market prices or at negotiated prices. The Company will not receive any proceeds from the sale of Ordinary Shares by theSelling Stockholders pursuant to this prospectus. However, the Company may receive up to $250,000,000 from sales of Ordinary Shares to the SEPAInvestor that the Company may, in its discretion, elect to make, from time to time after the date of this prospectus, pursuant to the SEPA. As of thedate of this prospectus, the Company has drawn down $17,880,834 from the Commitment Amount under the SEPA and has issued an aggregate of877,682 (post-4.8828125:1 reverse stock split) Ordinary Shares to the SEPA Investor, 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 Act, as modified by the Jumpstart Our Business StartupsAct of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are a