SMX (Security Matters) PLC美股招股说明书(2026-08-05版)

Issuance of up to 25,414,300 Ordinary Shares This prospectus relates to the resale, from time to time of up to an aggregate of 25,414,300 ordinary shares of the Company, $0.00000000558603475 par value per share (“Ordinary Shares”), bythe Selling Stockholder named elsewhere in this prospectus (“Selling Stockholder”). The Ordinary Shares included in this prospectus consist of Ordinary Shares that the Company may, in its discretion,elect to issue and sell to the Selling Stockholder (the “SEPA Investor”), from time to time after the date of this prospectus, pursuant to a Standby Equity Purchase Agreement the Company entered intowith the Selling Stockholder on December 1, 2025, as amended (the “SEPA”), in which the SEPA Investor has committed to purchase from the Company up to $250,000,000 of the Company’s OrdinaryShares in an equity line of credit (the “Equity Line”), subject to the terms and conditions specified in the SEPA. As of the date of this prospectus, the Company has drawn down approximately$50,523,159 from the Commitment Amount under the SEPA and has issued an aggregate of 463,035 Ordinary Shares to the SEPA Investor. This prospectus relates only to the remaining $199,476,841remaining under the Equity Line. See the section of this prospectus entitled, “Committed Equity Financing”for a description of the SEPA and the section entitled, “Selling Stockholder” for additionalinformation regarding the Selling Stockholder. 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 month following the 36-month period after the date of theSEPA (or earlier in the event the SEPA Investor shall have made payment of $250 million in Advances), to direct 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 amountequal to one hundred percent (100%) of the average of the Daily Traded Amount (as defined in the SEPA) during the five consecutive Trading Days immediately preceding an 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 and outstanding Ordinary Shares. The Ordinary Shares purchased pursuant to anAdvance will be purchased 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 deliverintraday 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 the Ordinary Shares under the Equity Line willdepend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Ordinary Shares anddeterminations by the Company as to the appropriate sources of funding for its business and operations. Our registration of the securities covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the Ordinary Shares. The Selling Stockholder may offer, sell ordistribute all or a portion of their Ordinary Shares publicly or through private transactions at prevailing market prices or at negotiated prices. The Company will not receive any proceeds from the sale ofOrdinary Shares by the Selling Stockholder pursuant to this prospectus. However, the Company may receive up to $250,000,000 from sales of Ordinary Shares to the SEPA Investor that the Companyhas made and may, in its discretion, elect to make, from time to time after the date of this prospectus, pursuant to the SEPA. As of the date of this prospectus, the Company has drawn downapproximately $50.5 million net from the Commitment Amount under the SEPA and has issued an aggregate of 463,035 Ordinary Shares to the SEPA Investor, pursuant to the Registration Statement onForm F-1 (No. 333-292153) and the Registration Statement on Form F-1 (No. 333-293520), as amended on Form F-3. The Company provides more information about how the Selling Stockholder maysell 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 of 2012 (the “JOBS Act”), and we may takeadvantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not beingr