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1、2025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm1/199 As filed with the Securities and Exchange Commission on May 20,2025 Registration Statement No.333-UNITED STATESSECURITIES AND EXCHANGE C

2、OMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 SMX(Security Matters)Public Limited Company(Exact name of registrant as specified in its charter)Ireland 3590 N/A(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassi

3、fication Code Number)(I.R.S.EmployerIdentification Number)+353-1-920-1000Mespil Business Centre,Mespil House,Sussex Road,Dublin 4,Ireland(Address and telephone number of registrants principal executive offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,DE 19711(Name,address,including zip c

4、ode,and telephone number,including area code,of agent for service)Copies to:Stephen E.Fox,Esq.Samantha Guido,Esq.Ruskin Moscou Faltischek P.C.1425 RXR PlazaEast Tower,15th FloorUniondale,NY 11556Tel:(516)663-6580 Connor ManningArthur CoxTen Earlsfort TerraceDublin 2D02 T380 Approximate date of comme

5、ncement of proposed sale to the public:From time to time after the date this registration statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following bo

6、x:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.If this Form is a post-effe

7、ctive amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under t

8、he Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Em

9、erging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant

10、to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date o

11、r dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registrationsta

12、tement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm2/199

13、The information in this prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities

14、in any jurisdiction where the offer or sale is not permitted.Subject to Completion dated May 20,2025 Preliminary Prospectus SMX(SECURITY MATTERS)PUBLIC LIMITED COMPANY Issuance of up to 21,484,375 Ordinary Shares This prospectus relates to the resale,from time to time of up to an aggregate of 21,484

15、,375 ordinary shares of the Company,$0.00000000000001 par value per share(“Ordinary Shares”),bythe selling stockholders named elsewhere in this prospectus(“Selling Stockholders”).The Ordinary Shares included in this prospectus consist of up to 21,484,375 that the Selling Stockholders mayreceive purs

16、uant to the conversion of principal under a convertible promissory note in the principal amount of$6,875,000 held by such Selling Stockholders.See the section entitled,“SellingStockholders”for additional information regarding the Selling Stockholders.The Selling Stockholders may sell the Ordinary Sh

17、ares at prevailing market or privately negotiated prices,including in one or more transactions that may take place by ordinary brokerstransactions,privately negotiated transactions or through sales to one or more dealers for resale.We will not realize any proceeds from sales by the Selling Stockhold

18、ers.All costs incurred in the registration of the Ordinary Shares are being borne by the Company.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 exempt

19、ions from various reporting requirements that are applicable to other public companies that are not emerging growth companies,including,but not limited to,not beingrequired to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,reduced disclosure obligations reg

20、arding executive compensation in our periodic reports andproxy statements,and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments notpreviously approved.This prospectus complies with the requiremen

21、ts that apply to an issuer that is an emerging growth company.We are a“foreign private issuer”as defined under applicable Securities and Exchange Commission(“SEC”)rules and an“emerging growth company”as that term is defined in the JumpstartOur Business Startups Act of 2012(the“JOBS Act”)and are elig

22、ible for reduced public company disclosure requirements.Our Ordinary Shares are listed on The Nasdaq Capital Market(“Nasdaq”)under the symbol“SMX”and our public warrants are listed on The Nasdaq Capital Market under the symbol“SMXWW”.On May 19,2025,the closing price of our Ordinary Shares was$1.44.Y

23、ou should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.Investing in the Companys securities involves risks.See“Risk Factors”beginning on page 16 of this prospectus.Neither the SEC nor any state securities commission has approved or dis

24、approved of these securities or passed upon the adequacy or accuracy of this prospectus.Anyrepresentation to the contrary is a criminal offense.Prospectus dated ,2025 2025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/00016

25、4117225011743/formf-1.htm3/199 TABLE OF CONTENTS ABOUT THE PROSPECTUS1IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES1INDUSTRY AND MARKET DATA2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING15RISK FACTORS16USE OF PROCEEDS39DIVIDEND POLICY39B

26、USINESS39MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS63BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT83DESCRIPTION OF SECURITIES93CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS109SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES113BENEFICIAL OWNERSHIP OF

27、 SECURITIES114SELLING STOCKHOLDERS115CERTAIN MATERIAL U.S.FEDERAL INCOME TAX CONSIDERATIONS116CERTAIN MATERIAL IRISH TAX CONSIDERATIONS TO NON-IRISH HOLDERS121PLAN OF DISTRIBUTION125EXPENSES RELATED TO THE OFFERING127SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S.SECURITIES LAWS12

28、7LEGAL MATTERS127EXPERTS127WHERE YOU CAN FIND MORE INFORMATION127INDEX TO FINANCIAL STATEMENTSF-1 i2025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm4/199 ABOUT THE PROSPECTUS You should rely

29、only on the information contained in this prospectus,any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf.Anyamendment or supplement may also add,update or change information included in this prospectus.Any statement contained in this prospect

30、us will be deemed to be modified or superseded forpurposes of this prospectus to the extent that a statement contained in such amendment or supplement modifies or supersedes such statement.Any statement so modified will be deemed to constitutea part of this prospectus only as so modified,and any sta

31、tement so superseded will be deemed not to constitute a part of this prospectus.See“Where You Can Find More Information.”Neither we nor any of the Selling Stockholders have authorized any other person to provide you with different or additional information.Neither we nor any of the Selling Stockhold

32、ers takeresponsibility for,nor can we provide assurance as to the reliability of,any other information that others may provide.The information contained in this prospectus is accurate only as of the date ofthis prospectus or such other date stated in this prospectus,and our business,financial condit

33、ion,results of operations and/or prospects may have changed since those dates.This prospectus containssummaries of certain provisions contained in some of the documents described in this prospectus,but reference is made to the actual documents for complete information.All of the summaries arequalifi

34、ed in their entirety by the actual documents.Copies of some of the documents referred to in this prospectus have been filed,will be filed,or will be incorporated by reference as exhibits to theregistration statement of which this prospectus is a part,any you may obtain copies of those documents as d

35、escribed under“Where You Can Find More Information.”Neither we nor any of the Selling Stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.Except as otherwise set forth in thisprospectus,neither we nor any of the Selling Stockholders

36、have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution ofthis prospectus outside the United States.Persons outside the United States who come into possession of this prospectus must inform themselves about and obser

37、ve any restrictions relating to theoffering of these securities and the distribution of this prospectus outside the United States.This prospectus contains references to our trademarks and to trademarks belonging to other entities.Solely for convenience,trademarks and trade names referred to in this

38、prospectus,including logos,artwork and other visual displays may appear without the or symbols,but such references are not intended to indicate,in any way,that their respective owners will not assert,tothe fullest extent under applicable law,their rights thereto.We do not intend our use or display o

39、f other companies trade name or trademarks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.Certain amounts that appear in this prospectus may not sum due to rounding.IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES The financial statements of SM

40、X(Security Matters)Public Limited Company(the“Company”)are prepared in accordance with international financing reporting standards,as issued by theInternational Accounting Standards Board(“IFRS”).The historical consolidated financial statements of Security Matter PTY Ltd.(“Security Matters PTY”)are

41、prepared in accordance with IFRS.Security Matters PTY(formerly,Security Matters Limited,an Australian public company with Australian Company Number(ACN)626 192 998 listed on the Australian Stock Exchange throughMarch 7,2023)is currently a private,wholly-owned subsidiary of the Company,whose name was

42、 changed to Security Matters PTY Ltd.in June 2023.Certain of the measures included in this prospectus may be considered non-IFRS financial measures.Non-IFRS financial measures should not be considered in isolation from,or as asubstitute for,financial information presented in compliance with IFRS,and

43、 non-IFRS financial measures as used by Security Matters PTY may not be comparable to similarly titled amounts used byother companies.12025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm5/199 I

44、NDUSTRY AND MARKET DATA Unless otherwise indicated,information contained in this prospectus concerning our industry and the regions in which we operate,including our general expectations and market position,market opportunity,market share and other management estimates,is based on information obtain

45、ed from various independent publicly available sources and other industry publications,surveys andforecasts,which we believe to be reliable based upon our managements knowledge of the industry.We have not independently verified the accuracy and completeness of such third-party informationto the exte

46、nt included in this prospectus.Such assumptions and estimates of our future performance and growth objectives and the future performance of our industry and the markets in which weoperate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors,including those dis

47、cussed under the headings“Risk Factors,”“Cautionary Statement RegardingForward-Looking Statements”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”in this prospectus.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectu

48、s may constitute“forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995.Forward-looking statementsinclude,but are not limited to,statements regarding expectations,hopes,beliefs,intentions or strategies regarding the future.In addition,any statements tha

49、t refer to projections,forecasts or othercharacterizations of future events or circumstances,including any underlying assumptions,are forward-looking statements.The words“anticipate,”“believe,”“contemplate,”“continue,”“could,”“estimate,”“expect,”“forecast,”“intends,”“may,”“might,”“plan,”“possible,”“

50、potential,”“predict,”“project,”“should,”“would”and similar expressions may identify forward-looking statements,but the absence of these words does not mean that a statement is not forward-looking.Forward-looking statements in this prospectus may include,for example,statements about:the Companys fina

51、ncial performance;the ability to maintain the listing of the Ordinary Shares on Nasdaq;changes in the Companys strategy,future operations,financial position,estimated revenues and losses,projected costs,prospects and plans;the Companys ability to develop and launch products and services;the Companys

52、 ability to successfully and efficiently integrate future expansion plans and opportunities;the Companys ability to grow its business in a cost-effective manner;the Companys product development timeline and estimated research and development costs;the implementation,market acceptance and success of

53、the Companys business model;developments and projections relating to the Companys competitors and industry;the Companys approach and goals with respect to technology;the Companys expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights

54、 of others;22025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm6/199 the impact of war,terror threats,or adverse public health developments on the Companys business;changes in applicable laws o

55、r regulations;and the outcome of any known and unknown litigation and regulatory proceedings.These forward-looking statements are based on information available as of the date of this Report,and current expectations,forecasts and assumptions,and involve a number of judgments,risks and uncertainties.

56、Accordingly,forward-looking statements should not be relied upon as representing views as of any subsequent date,and no obligation is undertaken to update forward-lookingstatements to reflect events or circumstances after the date they were made,whether as a result of new information,future events o

57、r otherwise,except as may be required under applicable securitieslaws.The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks,uncertainties and events that may cause actual results to differmaterially from the expectations described

58、in our forward-looking statements,including among other things,the items identified in the section entitled“Risk Factors”.You should,however,reviewthe factors and risks that the Company describes in the reports it will file from time to time with the SEC.As a result of a number of known and unknown

59、risks and uncertainties,actual results or performance may be materially different from those expressed or implied by these forward-lookingstatements.Some factors that could cause actual results to differ include:the outcome of any legal proceedings that may be instituted against the Company;the abil

60、ity tomaintain the listing of the Ordinary Shares on Nasdaq;changes in applicable laws or regulations;the effects of future pandemics,or other future health crises on the Companys business;the ability to implement business plans,forecasts,and other expectations,and identify and realize additional op

61、portunities;the risk of downturns and the possibility of rapid change in the highly competitive industry in which the Company operates;the risk that the Company and its current and future collaborators are unable to successfully develop and commercialize its products or services,or experience signif

62、icant delays in doing so;the risk that the Company may never achieve or sustain profitability;the risk that the Company will need to raise additional capital to execute its business plan,which may not be available on acceptable terms or at all;the risk that the Company experiences difficulties in ma

63、naging its growth and expanding operations;the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations;the risk that the Company is unable to secure or protect its intellectual property;the possibility that the Company may be adversely affected by ot

64、her economic,business,and/or competitive factors;and other risks and uncertainties described in this prospectus,including those under the section entitled“Risk Factors.”32025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/00

65、0164117225011743/formf-1.htm7/199 PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere,or incorporated by reference,in this prospectus.This summary does not contain all the information that you shouldconsider before investing in our securities.Before making an investme

66、nt decision,you should read this entire prospectus carefully,especially“Risk Factors”and the financial statements and relatednotes thereto,and the other documents to which this prospectus refers.Some of the statements in this prospectus constitute forward-looking statements that involve risks and un

67、certainties.See“Cautionary Statement Regarding Forward-Looking Statements”for more information.Our Company We envision ourself as the next generation solution provider of brand protection,authentication and track and trace technology for the anti-counterfeit market.Our vision is to buildconfidence i

68、n the era of the digital economy,enabling parties to maintain trust in physical assets and processes.Our transformative solution aims at building on the principles of The United NationsSustainability Development Goals,particularly Goal 12:“Ensure sustainable consumption and production patterns”that

69、can create value for participants in the circular economy.As an increasingnumber of industries and sectors are committing to using recycled material and realizing the broader strategic vision of net zero carbon emissions,we believe our solution is the next generation forsustainability and the circul

70、ar economy.For more information about the Company,see the sections entitled“Business”and“Managements Discussion and Analysis of Financial Condition and Results of Operation.”Business Combination On March 7,2023(the“Closing Date”),the Company consummated a business combination pursuant to the Busines

71、s Combination Agreement,dated as of July 26,2022(the“BCA”),byand among the Company,Security Matters PTY,Lionheart and Aryeh Merger Sub,Inc.,a Delaware corporation and wholly owned subsidiary of the Company(“Merger Sub”)and the schemeimplementation deed,dated as of July 26,2022(“SID”),by and among th

72、e Company,Security Matters PTY,Lionheart and Merger Sub(collectively,the“Business Combination”),as follows:Under the SID,Security Matters PTY proposed a scheme of arrangement under Part 5.1 of the Corporations Act 2001(Cth)(“Corporations Act”)(“Scheme”)and the equal reduction of capitalunder section

73、 256B of the Corporations Act pursuant to which all ordinary shares of Security Matters PTY were cancelled in accordance with the terms of the resolution of the shareholders ofSecurity Matters PTY whereby the shareholders approved the capital reduction(“Capital Reduction”)which resulted in all share

74、s in Security Matters PTY being cancelled in return for theissuance of ordinary shares of the Company,with the Company being issued one share in Security Matters PTY(“Security Matters Shares”)(this resulted in Security Matters PTY becoming awholly owned subsidiary of the Company);Under the SID,Secur

75、ity Matters PTY proposed an option scheme of arrangement under Part 5.1 of the Corporations Act(“Option Scheme”),which resulted in the Security Matters PTY optionsheld by participants in the Option Scheme being subject to a cashless exercise based on a Black-Scholes valuation,in exchange for Securit

76、y Matters Shares.Under the Scheme those shares werecancelled and the participants received Ordinary Shares on the basis of the Scheme consideration;Security Matters PTY shareholders received consideration under the Scheme of 1 Ordinary Share per 10.3624 Security Matters Shares having an implied valu

77、e of$10.00 per Ordinary Share andthe Company became the holder of all of the issued shares in Security Matters PTY and Lionheart,with Security Matters PTY being delisted from the Australian Stock Exchange;Merger Sub merged with and into Lionheart,with Lionheart surviving the merger as a wholly owned

78、 subsidiary of the Company;and Existing Lionheart stockholders received Ordinary Shares in exchange for their existing Lionheart shares and existing Lionheart warrant holders had their warrants automatically adjusted tobecome exercisable in respect of Ordinary Shares instead of Lionheart shares.4202

79、5/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm8/199 Other than as set forth below,since our incorporation,there have been no material changes to our share capital,mergers,amalgamations or con

80、solidations of the Company or any of oursignificant subsidiaries,no acquisitions or dispositions of material assets other than in the ordinary course of business,no material changes in the mode of conducting our business,no materialchanges in the types of products produced or services rendered and n

81、o name changes.The following has occurred since our incorporation:The Business Combination and the transactions contemplated therewith;A 1:22 reverse stock split effected on August 21,2023;The trueGold Investment Agreement described below;A 1:75 reverse stock split effected on July 15,2024;On Novemb

82、er 11,2024,the Companys holding in SMX Circular Economy Platform PTE,Ltd.was reduced from 100%to 70%;The increase in the Companys holdings in trueGold to 52.9%in connection with the PMB Partners,LP Letter of Intent as described below;and The 1:28.5 Reverse Stock Split,effected on January 15,2025;and

83、 On March 26,2025,the Company established a fully owned entity incorporated in Dubai Multi Commodities Centre Authority,United Arab Emirates with the name and style of“SMX CircularEconomy FZCO”.There have been no bankruptcy,receivership or similar proceedings with respect to the Company or its signi

84、ficant subsidiaries.There have been no public takeover offers by third parties forour shares nor any public takeover offers by us for the shares of another company which have occurred during the last or current financial years.Recent Developments PMB Amendment On May 13,2025 and effective March 31,2

85、025,the Company entered into the Second Amendment and the Senior Note Second Amendment with PMB.The Second Amendment and theSenior Note Second Amendment amended the maturity date of the Senior Promissory Notes to November 30,2025 and amended the interest rates of the Senior Promissory Notes to 18%pe

86、r annum.In addition,all accrued and unpaid interest was capitalized and added to the principal of the applicable Senior Promissory Note.Termination of Alpha On May 9,2025,the Company terminated the Alpha SPA.RBW Transaction On May 7,2025,the Company entered into the RBW Purchase Agreement with the R

87、BW Investors to issue and sell to each of the RBW Investors the RBW Note,for aggregate grossproceeds to the Company of up to$5.5 million(the“RBW Purchase Price”),before deducting fees to RBW and other expenses payable by the Company in connection with the transaction.The RBWPurchase Price shall be p

88、aid as follows:$1,375,000 on the initial closing date;$1,375,000 on a second closing date on or about the filing date of the Form F-1(as defined below);and$2,750,000 on athird closing date on or about the effective date of the Form F-1.The initial closing date contemplated by the RBW Purchase Agreem

89、ent(the“RBW Offering”)occurred on May 8,2025.52025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm9/199 The Company intends to use the net proceeds from the sale of the RBW Note for working capi

90、tal and general corporate purposes,and to pay down certain outstanding indebtedness and otherliabilities of the Company.RBW acted as placement agent for the RBW Offering.The RBW Notes are in the aggregate principal amount of up to$6,875,000(the“RBW Principal Amount”),and carry an original issue disc

91、ount of 20%.The maturity date of each RBWNote is the 12-month anniversary of the issuance date,and is the date upon which the RBW Principal Amount,as well as any other fees,shall be due and payable.Each RBW Investor has the right,at any time,to convert all or any portion of the then outstanding and

92、unpaid RBW Principal Amount and interest if any(including any costs,fees andcharges)into the Companys Ordinary Shares at a conversion price equal to the greater of$0.32 and 85%of the lowest daily volume weighted average price of the Ordinary Shares during the seventrading days immediately prior to t

93、he date of conversion,subject to certain adjustments as provided in the RBW Note.Any such conversion is subject to conversion limitations,so each Investorbeneficially owns less than 4.99%of the Ordinary Shares.Additionally,each RBW Investor is limited from selling the Ordinary Shares issued upon con

94、version of the RBW Note in an amount equalto 20%of the Companys trading volume during the same trading day.Subject to exceptions described in the RBW Purchase Agreement(the“RBW Exempt Issuances”),including relating to the permitted issuance of Company securities if such securitiesremain restricted t

95、hrough the maturity date of the RBW Note or its earlier conversion in full,the Company may not sell any equity or equity-linked securities during the term of the Note without theRBW Investors consent.In addition,the second closing date purchase price is subject to the Company not having in excess of

96、 1 million Ordinary Shares with a conversion or exercise price less thanor equal to$1.00,that relate to certain of the RBW Exempt Issuances.The RBW Notes contain customary Events of Default for transactions similar to the transactions contemplated by the RBW Purchase Agreement and the RBW Note,which

97、 entitle eachInvestor,among other things,to accelerate the due date of the unpaid principal amount of the RBW Note.Upon the first occurrence of an Event of Default with respect to the N RBW ote,the RBWPrincipal Amount outstanding as of the Event of Default date shall be automatically increased by 20

98、%.Additionally,from and after the occurrence and during the continuance of any Event of Default,each RBW Note shall commence accruing interest at the rate of 20%per annum,and shall be due and payable on the first trading day of each calendar month during the continuance of such Event ofDefault.The C

99、ompany has committed to register the Ordinary Shares underlying the RBW Note for resale,and shall file a Registration Statement on Form F-1(the“Form F-1”)within ten days ofthe filing of the Companys Annual Report on Form 20-F for the fiscal year ended December 31,2024.On May 6,2025,the Company enter

100、ed into an engagement letter in connection with the RBW Offering(the“RBW Engagement Letter”),with RBW,pursuant to which RBW agreed to serveas the placement agent for the issuance and sale of securities of the Company pursuant to the RBW Purchase Agreement.As compensation for such placement agent ser

101、vices,the Company has agreedto pay the RBW an aggregate cash fee equal to 8.0%of the gross proceeds received by the Company from the RBW Offering,plus up to$90,000 for its fees and expenses.The Company furtheragreed to pay a fee of$200,000 to Aegis.The Company has also agreed to issue to RBW or its

102、designees at the Closing,warrants(the“RBW Warrants”)to purchase a number of Ordinary Shares equal to 5.0%of the aggregatenumber of Ordinary Shares issued upon conversion in full of the RBW Note.The RBW Warrants shall be in a customary form reasonably acceptable to the RBW,have a term of five years a

103、nd anexercise price of$1.84,equal to 115%of the closing price of the Ordinary Shares on May 7,2025.The RBW Warrants shall contain customary terms,including,without limitation,provisions forcorporate adjustments(stock splits,combinations and the like),and cashless exercise.Further,pursuant to the RBW

104、 Engagement Letter,RBW is entitled to compensation with respect to anyfinancing of the Company occurring within 12 months of the termination or expiration of the RBW Engagement Letter when such financing is provided by investors whom RBW actually introducedto the Company during the term of the RBW E

105、ngagement Letter.Further,pursuant to the RBW Engagement Letter,RBW has a right of first refusal to act as sole book-running manager,soleunderwriter or sole placement agent with respect to any public offering or private placement of equity,equity-linked or debt securities occurring during the twelve-

106、month period following the closing,but subject in all cases to the Companys preexisting obligations to Aegis.The RBW Engagement Letter also includes indemnification obligations of the Company and other provisions customary fortransactions of this nature.62025/5/21 15:00sec.gov/Archives/edgar/data/19

107、40674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm10/199 The Company expects to pay to RBW approximately$440,000 in the aggregate in cash fees in relation to the transactions contemplated by the RBW Purchase Agreement,of which$220,000is

108、payable at the first closing and the remainder payable at the second closing.Change in Par Value On May 2,2025,the Companys shareholders approved the subdivision of its ordinary shares into 1 ordinary share of$0.00000000000001 par value with the same rights as each currentordinary share,and 470,250,

109、014,886,351 new deferred shares of US$0.00000000000001 par value with the following rights:(i)each new deferred share shall not entitle the holder thereof to receivenotice,attend or vote at general meetings of the Company;(ii)each New Deferred Share shall not entitle the holder thereof to participat

110、e in any dividends declared or paid by the Company;and(iii)on a return of capital on a winding up or otherwise,each New Deferred Share shall entitle the holder thereof to receive an amount of US$0.00000000000001 on each deferred share after an amount of$1,000,000,000 has been paid in respect of each

111、 ordinary share.Agreement and Release On April 2,2025,the Company entered into the Alpha Release with Alpha,with respect to certain potential disputes the Company had with Alpha regarding loans Alpha made to theCompany in 2024.Pursuant to the Alpha Release,the outstanding amounts owed under the Apri

112、l Note,was adjusted to equal$1,921,211.14,which amount was then automatically deemed converted into408,551 Ordinary Shares of the Company at a conversion price per share of$4.70250014886352.As a result of the Alpha Release and the transactions contemplated in the Alpha Release,all indebtedness as be

113、tween the Company and Alpha has been deemed repaid in full and none ofsuch loans are in any way in further force or effect.The Agreement provides that each party fully releases the other for any and all claims against the other,other than with respect to claims to enforce the Agreement and as otherw

114、ise providedin the Agreement.On May 9,2025,the Company terminated the Alpha SPA.March 2025 Note On March 28,2025,the Company consummated the transactions pursuant to a Securities Purchase Agreement(the“March 2025 Purchase Agreement”)dated as of March 28,2025,andissued and sold to 1800 Diagonal a pro

115、missory note(the“March 2025 Note”),for gross proceeds to the Company of US$257,000.00 before deducting fees and other offering expenses payable by theCompany.The Company used the net proceeds from the sale of the Note for general working capital purposes.The March 2025 Note is in the principal amoun

116、t of$295,550.00,which includes an original issue discount of US$38,550.00.A one-time interest charge of 12%,or$30,840.00 was applied tothe principal.The maturity date of the March 2025 Note is March 30,2026.The accrued,unpaid interest and outstanding principal,subject to adjustment,shall be paid in

117、seven payments as follows:(1)on September 30,2025,US$163,195.00;(2)on October 30,2025,US$27,199.17;(3)on November 30,2025,US$27,199.17;(4)on December 30,2025,US$27,199.17;(5)on January 30,2026,US$27,199.17;(6)on February 28,2026,US$27,199.17;and(7)on March 30,2026,US$27.199.15.72025/5/21 15:00sec.go

118、v/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm11/199 From the issue date through 90 days following the issue date,the Company may prepay the March 2025 Note in full at a 4%discount.For the next 90 days,the Com

119、pany may prepay theMarch 2025 Note in full at a 3%discount.From the 151st day following the issue date and ending the 270th day following the issue date,the Company may prepay the March 2025 Note in full at a2%discount.The March 2025 Note contains customary Events of Default for transactions similar

120、 to the transactions contemplated by the March 2025 Purchase Agreement and the March 2025 Note.Inthe event of an Event of Default,(i)the March 2025 Note shall become immediately due and payable,(ii)the principal and interest balance of the March 2025 Note shall be increased by 150%and(ii)the March 2

121、025 Note may be converted into Ordinary Shares.The conversion price shall equal the lowest closing bid price of the Ordinary Shares during the prior ten trading day periodmultiplied by 75%(representing a 25%discount).Any such conversion is subject to customary conversion limitations set forth in the

122、 March 2025 Note so 1800 Diagonal beneficially owns less than4.99%of the Companys Ordinary Shares.1800 Diagonal shall be entitled to deduct$1,500 from the conversion amount in each Notice of Conversion to cover Holders deposit fees associated witheach Notice of Conversion.Incentive Equity Plan On Fe

123、bruary 24,2025,the Company amended its 2022 Incentive Equity Plan to increase the number of authorized Ordinary Shares under the Incentive Plan to 2,396,668 from 111,668.OnMarch 17,2025,the Company amended the Incentive Plan,to further increase the number of authorized Ordinary Shares under the Ince

124、ntive Plan to 2,531,668 from 2,396,668.Thereafter,theCompany granted 135,000 half immediately and half vested on June 1,2025,stock options to certain consultants and advisors to the Company.As a Foreign Private Issuer,Nasdaq Rule 5615(a)(3)allows the Company to rely on home country corporate governa

125、nce practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d)and,accordingly,the Company so electedto approve the amendment without stockholder approval.Thereafter,the Company granted an aggregate of 1,215,000 restricted stock units and 1,070,000 stock options,to its

126、executive officers anddirectors,and to certain consultants,employees and advisors to the Company.Promissory Note Financing The Company entered into transactions pursuant to the 1800 SPA,with 1800 Diagonal and issued and sold to an 1800 Diagonal the August Note.The Company used the net proceeds fromt

127、he sale of the August Note for general working capital purposes.The August Note was in the principal amount of$223.6 thousand,which included an original issue discount of$29 thousand.A one-time interest charge of 10%,or$22 thousand was appliedto the principal.The maturity date of the August Note is

128、June 30,2025.The accrued,unpaid interest and outstanding principle,subject to adjustment,shall be paid in five payments as follows:(1)on February 28,2025,$123 thousand;(2)on March 30,2025,$30thousand;(3)on April 30,2025,$30 thousand;(4)on May 30,2025,$30 thousand;and(5)on June 30,2025,$30 thousand.T

129、he August Note contains customary events of default for transactions similar to the transactions contemplated by the 1800 SPA and the August Note.In the event of an Event of Default(asdefined in the 1800 SPA and promissory note),(i)the promissory note shall become immediately due and payable,(ii)the

130、 principal and interest balance of the August Note shall be increased by150%and(ii)the August Note may be converted into Ordinary Shares of the Company at the sole discretion of 1800 Diagonal.The conversion price shall equal the lowest closing bid price of theOrdinary Shares during the prior ten tra

131、ding day period multiplied by 75%(representing a 25%discount).Any such conversion is subject to customary conversion limitations set forth in the AugustNote so 1800 Diagonal beneficially owns less than 4.99%of the Companys Ordinary Shares.1800 Diagonal shall be entitled to deduct$1.5 thousands from

132、the conversion amount in each notice ofconversion to cover 1800 Diagonals deposit fees associated with each notice of conversion.The 1800 SPA contains customary representations and warranties made by each of the Company and 1800 Diagonal.The Company is subject to customary indemnification terms in f

133、avor of1800 Diagonal and its affiliates and certain other parties.The Company paid to ClearThink Securities as placement agent,approximately$9 thousands in cash fees in relation to the transactions contemplated by the 1800 SPA.82025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/fo

134、rmf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm12/199 Implications of Being an“Emerging Growth Company”and a“Foreign Private Issuer”The Company qualifies as an“emerging growth company”as defined in the JOBS Act.As an“emerging growth company,”the Company may tak

135、e advantage of certain exemptions fromspecified disclosure and other requirements that are otherwise generally applicable to public companies.These exemptions include:not being required to comply with the auditor attestation requirements for the assessment of our internal control over financial repo

136、rting provided by Section 404 of the Sarbanes-Oxley Act of2002(the“Sarbanes-Oxley Act”);reduced disclosure obligations regarding executive compensation;and not being required to hold a nonbinding advisory vote on executive compensation or seek shareholder approval of any golden parachute payments no

137、t previously approved.The Company may take advantage of these reporting exemptions until it is no longer an“emerging growth company.”The Company is also considered a“foreign private issuer”and will report under the Securities Exchange Act of 1934,as amended(the“Exchange Act”)as a non-U.S.company wit

138、h“foreign private issuer”status.This means that,even after the Company no longer qualifies as an“emerging growth company,”as long as it qualifies as a“foreign private issuer”under the ExchangeAct,it will be exempt from certain provisions of the Exchange Act that are applicable to U.S.public companie

139、s,including:the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and lia

140、bility for insiders who profit from trades made in a short period oftime;and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information,or current reports on Form8-K,upon the occurrence of specif

141、ied significant events The Company may take advantage of these reporting exemptions until such time that it is no longer a“foreign private issuer.”The Company could lose its status as a“foreign private issuer”under current SEC rules and regulations if more than 50%of the Companys outstanding voting

142、securities become directly or indirectly held of record by U.S.holders and any one of the following istrue:(i)the majority of the Companys directors or executive officers are U.S.citizens or residents;(ii)more than 50%of the Companys assets are located in the United States;or(iii)the Companysbusines

143、s is administered principally in the United States.The Company may choose to take advantage of some but not all of these reduced burdens.The Company has taken advantage of reduced reporting requirements in this prospectus.Accordingly,the information contained in this prospectus may be different from

144、 the information you receive from the Companys competitors that are public companies,or other public companies inwhich you have made an investment.As a foreign private issuer,the Company is also permitted to follow certain home country corporate governance practices instead of those otherwise requir

145、ed under the applicable rules ofNasdaq for domestic U.S.issuers.In order to rely on this exception,the Company is required to disclose each Nasdaq rule that it does not intend to follow and describe the home country practice thatit will follow in lieu thereof.The Company currently follows the follow

146、ing Irish corporate governance practices in lieu of Nasdaq corporate governance rules:The Company has elected to(a)amendits 2022 Equity Incentive Plan to increase the number of shares authorized under the plan without stockholder approval,(b)follow home country practice in lieu of the requirements u

147、nder NasdaqRule 5635(d)to seek shareholder approval in connection with certain transactions involving the sale,issuance and potential issuance of its Ordinary Shares(or securities convertible into orexercisable for its Ordinary Shares)at a price less than certain referenced prices,if such shares equ

148、al 20%or more of the Companys Ordinary Shares or voting power outstanding before the issuance,and(c)follow home country practice in lieu of the requirements under Nasdaq Rule 5635(c)to seek shareholder approval in connection with the establishment or material amendment of a stockoption or purchase p

149、lan or arrangement pursuant to which stock may be acquired by officers,directors,employees or consultants.92025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm13/199 Summary Risk Factors Investi

150、ng in our securities entails a high degree of risk as more fully described under“Risk Factors.”You should carefully consider such risks before deciding to invest in our securities.Theserisks include,among others:Risks Related to Our Financial Statements Our financial statements for the year ended De

151、cember 31,2024 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.We are subject to significant accounts payable and other current liabilities.Risks Related to Ownership of the Ordinary Shares A market for our securities may not continue,whi

152、ch would adversely affect the liquidity and price of our securities.Additionally,the trading price of our securities could be volatile and subject towide fluctuations.If securities or industry analysts do not publish or cease publishing research or reports about the Company,its business,or its marke

153、t,or if they change their recommendations regarding theOrdinary Shares adversely,then the price and trading volume of the Ordinary Shares could decline.Risks related to the business and operations of the Company We are a company with a relatively limited operating history,which may result in increas

154、ed risks,uncertainties,expenses and difficulties,and it may be difficult to evaluate our future prospects.If we fail to effectively manage our growth,our business,financial condition,and results of operations could be adversely affected.If the Isorad License Agreement is terminated,our business,fina

155、ncial condition and results of operations may be harmed.If we fail to penetrate the full value chain manufacturing eco-system effectively,our business,financial condition,and results of operations could be adversely affected.Pandemics,public health crises,and/or lingering effects from the COVID-19 p

156、andemic could adversely affect our business,financial condition,liquidity and results of operations.Our operations in foreign jurisdictions will subject us to risks associated with operating in those jurisdictions and may adversely affect our business,cash flows,financial condition and results ofope

157、rations.If we are unable to successfully identify and integrate acquisitions,our results of operations could be adversely affected.The industry in which we operate is competitive,and if we fail to compete effectively,we could experience price reductions,reduced margins or loss of revenues.Our contin

158、ued growth,including our ability to manage our operations and meet our strategic objectives,depends on retaining our current employees upon whom we are dependent and attractingand retaining qualified personnel,and we may not be able to do so at a rate that will enable us to stand up to our expected

159、growth or cope with specific demands that may arise.102025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm14/199 We may not be able to anticipate or adapt to consumer preferences which may have

160、an adverse effect on our business,cash flows,financial condition and results of operations.We may not be able to adapt our markers to the needs of any customer or field which may have an adverse effect on our business,cash flows,financial condition and results of operations.We will need in the futur

161、e to raise additional funds,inter alia,by equity,debt,or convertible debt financings,to fund our day to day operations and to support our growth,and those funds may beunavailable on acceptable terms,or at all.As a result,we may be unable to meet our future capital needs,which may limit our ability t

162、o grow and jeopardize our ability to continue our business,and there is substantial doubt regarding our ability to continue as a going concern.Legal proceedings,investigations or claims against us may be costly and time-consuming to defend and may harm our reputation and damage our business regardle

163、ss of the outcome.In addition,our business and operations could be negatively affected if they become subject to any securities litigation or shareholder activism,which could cause us to incur significant expense,hinderexecution of business and growth strategy and impact our share price.Our markers

164、may contaminate or spoil the raw material into which our marker is inserted,which could damage our reputation,subject us to product liability claims and result in a loss of revenue.Our markers may include hazardous materials which may put customers,employees and other parties in our supply chain at

165、risk.If any person is harmed by hazardous materials in our markers,our reputation could be damaged and we could be subject to litigation which may adversely affect our business,cash flows,financial position and results of operations.Our readers use x-rays and may be of danger if tampered with or oth

166、erwise not used in accordance with the user manual and safety rules.We may not be able to procure adequate insurance and any insurance we have or may have may not be of sufficient coverage Our risk management policies and procedures,and those of our third-party vendors upon which we rely,may not be

167、fully effective in identifying or mitigating risk exposure.If our policies andprocedures do not adequately protect us from exposure to these risks,we may incur losses that would adversely affect our financial condition,reputation and market share.Risks Related to Technology,Intellectual Property and

168、 Data We may be unable to,and it may be difficult and costly to,obtain,maintain,protect,or enforce our intellectual property and other proprietary rights sufficiently.If third parties claim that we infringe upon or otherwise violate their intellectual property rights,our business could be adversely

169、affected.Under applicable employment laws,we may not be able to enforce covenants not to compete.Risks Related to Legal and Regulatory Environment Changes in laws,regulations and standards and failure to comply with laws,regulations and standards may adversely affect our financial and operating perf

170、ormance and profitability.Obligations and changes in laws or regulations relating to privacy,cybersecurity,and data protection,or any actual or deemed failure by us to comply with such laws and regulations that couldadversely affect our business.112025/5/21 15:00sec.gov/Archives/edgar/data/1940674/0

171、00164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm15/199 Risks Related to Our Operations in Israel Conditions in Israel and relations between Israel and other countries could adversely affect our business.A large concentration of our staff resi

172、des in Israel and many of our employees and independent contractors in Israel are required to perform military reserve duty,which may disrupt their workfor us.Risks related to Tax The enactment of legislation implementing changes in taxation of international business activities,the adoption of other

173、 corporate tax reform policies,or changes in tax legislation or policiescould impact the Companys future financial position and results of operations.U.S.holders that directly or indirectly own 10%or more of our equity interests may be subject to adverse U.S.federal income tax consequences under rul

174、es applicable to U.S.shareholders of“controlled foreign corporations.”There is a risk that we will be a passive foreign investment company for any taxable year,which could result in adverse U.S.federal income tax consequences to U.S.investors in our shares.The Internal Revenue Service may not agree

175、that the Company should be treated as a non-U.S.corporation for U.S.federal income tax purposes.Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results ofoperations.Futur

176、e changes in U.S.and foreign tax laws could adversely affect the Company.Risks related to Irish Law Irish taxes may apply to any dividends paid or transfers of the Companys securities.Provisions in the Companys Amended and Restated Memorandum and Articles of Association and under Irish law could mak

177、e an acquisition of the Company more difficult,may limit attemptsby the Companys shareholders to replace or remove the Companys management,may limit shareholders ability to obtain a favorable judicial forum for disputes with the Company or theCompanys directors,officers or employees,and may limit th

178、e market price of the Ordinary Shares,the Public Warrants and/or other securities issued by the Company.General Risks The Company does not intend to pay dividends for the foreseeable future.The Company incurs significant costs and devotes substantial management time as a result of being subject to r

179、eporting requirements in the United States,which may adversely affect theoperating results of the Company in the future.The Companys management has limited experience in operating a public company in the United States.The stock price of the Ordinary Shares may be volatile.The Company may issue addit

180、ional Ordinary Shares or other equity securities without seeking approval of the Companys shareholders,which would dilute your ownership interests and maydepress the market price of the Ordinary Shares.The Company is an“emerging growth company”and it cannot be certain if the reduced disclosure requi

181、rements applicable to emerging growth companies will make the Ordinary Shares lessattractive to investors.122025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm16/199 The Company will need addit

182、ional capital in the future to meet its financial obligations and to pursue its business objectives.Additional capital may not be available on favorable terms,or at all,which could compromise the Companys ability to meet its financial obligations and grow its business.There can be no assurance that

183、we will be able to comply with the continued listing standards of Nasdaq.If we are not able to comply with the applicable continued listing requirements orstandards of the Nasdaq Capital Markets,Nasdaq could delist our Ordinary Shares and Public Warrants.If our Ordinary Shares becomes subject to the

184、 penny stock rules,it may be more difficult to sell our Ordinary Shares.Future issuances of debt securities and equity securities may adversely affect us,including the market price of our Ordinary Shares and may be dilutive to existing shareholders.The JOBS Act permits“emerging growth companies”like

185、 the Company to take advantage of certain exemptions from various reporting requirements applicable to other public companies thatare not emerging growth companies,which may make our Ordinary Shares less attractive to investors.There is less publicly available information concerning the Company than

186、 there is for issuers that are not foreign private issuers because the Company is considered a foreign private issuer and isexempt from a number of rules under the Exchange Act,and is permitted to file less information with the SEC than issuers that are not foreign private issuers.The Company may lo

187、se its foreign private issuer status in the future,which could result in significant additional costs and expenses.This would subject the Company to GAAP reportingrequirements which may be difficult for it to comply with.The sale of currently-restricted Ordinary Shares acquired by the Companys stock

188、holders,or the perception that such sales may occur,could cause the price of our Ordinary Shares to fall.In addition,we face other risks and uncertainties that may materially affect our business prospects,financial condition,and results of operations.You should consider the risks discussed in“Risk F

189、actors”and elsewhere in this prospectus before investing in our securities.Corporate Structure The Company has seven wholly owned subsidiaries:Lionheart,Security Matters PTY,trueSilver SMX Platform Ltd.(Canada)(“trueSilver”),SMX Fashion and Luxury(France),SecurityMatters Canada Ltd.(Canada),SMX(Secu

190、rity Matters)Ireland Limited(Ireland)and SMX Circular Economy FZCO(UAE),which was formed on April 18,2025.Additionally,the Company owns70%of SMX Circular Economy Platform PTE,Ltd.(Singapore)(“SMX Singapore”).The Companys ownership in SMX Singapore was reduced to 70%on November 11,2024.Security Matte

191、rs PTY has two wholly-owned subsidiaries:SMX Israel,and SMX Beverages Pty Ltd.(Australia).Security Matters PTY is also the record holder of 50%of Yahaloma,through SMX Israel,and 52.9%of trueGold Consortium Pty Ltd.(Australia)(“trueGold”).132025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117

192、225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm17/199 The below chart details the organizational structure of the Company:Corporate Information The Company is a public limited company organized and existing under the laws of Ireland.The Company was

193、formed on July 1,2022 as a public limited company incorporated in Irelandunder the name“Empatan Public Limited Company”.The Company changed its name to SMX(Security Matters)Public Limited Company on February 15,2023.Its affairs are governed by itsAmended and Restated Memorandum and Articles of Assoc

194、iation,the Irish Companies Act of 2014(“ICA”),and the laws of Ireland.The Companys principal website is https:/smx.tech.We do not incorporate the information thereon,or accessible through,our website into this prospectus,and you should not consider it apart of this prospectus.142025/5/21 15:00sec.go

195、v/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm18/199 THE OFFERING The summary below described the principal terms of the offering.The“Description of Securities”section of this prospectus contains a more detail

196、ed description of the Companys OrdinaryShares.Any investment in the securities offered hereby is speculative and involves a high degree of risk.You should carefully consider the information set forth under“Risk Factors”on page 16 ofthis prospectus.Issuer SMX(Security Matters)Public Limited Company O

197、rdinary Shares offered by the Selling Stockholders 21,484,375 Ordinary Shares consisting of up to 21,484,372 that the Selling Stockholders may receive pursuant to the conversion ofprincipal under a convertible promissory note in the principal amount of$6,875,000 held by such Selling Stockholders.See

198、 the sectionentitled,“Selling Stockholders”for additional information regarding the Selling Stockholders.Selling Stockholders All of the Ordinary Shares being registered pursuant to the Registration Statement on Form F-1,of which this prospectus forms a part,are being offered by the Selling Stockhol

199、ders.See“Selling Stockholders”on page 115 of this prospectus for more information on theSelling Stockholders.Ordinary Shares Outstanding Prior to Offering 4,266,996,as of May 20,2025(1)Ordinary Shares to be Outstanding After Giving Effect tothe Issuance of the Ordinary Shares RegisteredHereunder 25,

200、751,371,based on our issued and outstanding Ordinary Shares as of May 20,2025.(1)Use of Proceeds We will not receive any proceeds from the resale of Ordinary Shares included in this prospectus by the Selling Stockholders.The SellingStockholders will receive all of the net proceeds from their respect

201、ive sales of the Ordinary Shares in this offering.See“Use ofProceeds”on page 39 of this prospectus for more information.Market for Ordinary Shares Our Ordinary Shares are listed on The Nasdaq Stock Market LLC under the symbol“SMX”.Risk Factors See the section entitled“Risk Factors”and other informat

202、ion included in this prospectus for a discussion of factors you should considerbefore investing in our securities.(1)Excludes the following:a)Approximately 262,933 Ordinary Shares reserved for issuance under our 2022 Incentive Equity Plan,which includes an aggregate of approximately 102,668 unvested

203、 restricted stockunits granted to our directors,employees and consultants,which vest from time to time through August 2025;b)Approximately 66 Convertible Class B stock;c)Approximately 46 Ordinary Shares issuable upon exercise of outstanding warrants issued to Lionheart Equities,LLC,a Delaware limite

204、d liability company(“Sponsor”)or its affiliates;d)Approximately 42 private warrants;e)Approximately 132 Ordinary Shares issuable upon conversion of our Public Warrants;f)Approximately 42 Ordinary Shares issuable upon exercise of the Warrant B warrants,at an exercise price per share of$11,286.00;g)Ap

205、proximately 2 Class A warrants;h)Approximately 10 pre funded warrants;i)Approximately 488,761 AEGIS series A warrants at an exercise price of$13.95;j)1 Ordinary Shares underlying Redeemable Warrants issued to bridge loan investors in connection with the Business Combination;k)4 Ordinary Shares under

206、lying Bonus Warrants issued to bridge loan investors in connection with the Business Combination;l)31 Ordinary Shares underlying warrants issued to Kyle Hoffman;m)14 Ordinary Shares underlying underwriter warrants issued to EF Hutton,division of Benchmark Investments,LLC,issued in connection with th

207、e underwritten transaction,registered onForm F-1(File No.333-272503),originally filed with the SEC on June 7,2023.152025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm19/199 RISK FACTORS An inv

208、estment in our securities is highly speculative,involves a high degree of risk and should be made only by investors who can afford a complete loss.If any of the following risks actuallyoccurs,then our business,financial condition or results of operations could be materially adversely affected,the tr

209、ading of our Ordinary Shares and Public Warrants could decline,and you may loseall or part of your investment therein.In addition to the risks outlined below,risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our businessoperations.Potential ri

210、sks and uncertainties that could affect our operating results and financial condition include,without limitation,the following:Risks Related to Our Financial Statements Our financial statements for the year ended December 31,2024 contain an explanatory paragraph regarding substantial doubt about our

211、 ability to continue as a going concern.Our financial statements for the year ended December 31,2024 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.This goingconcern assessment may prevent us from obtaining new financing on reasonable te

212、rms,if at all,and imperil our ability to continue operating as a going concern.We are subject to significant accounts payable and other current liabilities.We have accounts payable and accrued liabilities of approximately$13,782 thousand as of December 31,2024.We also incur indebtedness from time to

213、 time to fund operations,which havehistorically been converted into equity but in the future may be required to be repaid at maturity.Our operations are not currently able to generate sufficient cash flows to meet our payable and otherliabilities,which could reduce our financial flexibility,increase

214、 interest expenses,and adversely impact our operations.We have not historically generated sufficient cash flow from operations toenable us to repay indebtedness and to fund other liquidity needs,including capital expenditure requirements.Such indebtedness could affect our operations in several ways,

215、including the following:a significant portion of our cash flows could be required to be used to service such indebtedness.a high level of indebtedness could increase our vulnerability to general adverse economic and industry conditions.any covenants contained in the agreements governing such outstan

216、ding indebtedness could limit our ability to borrow additional funds,dispose of assets,pay dividends and make certaininvestments.a high level of indebtedness may place us at a competitive disadvantage compared to our competitors that are less leveraged and,therefore,our competitors may be able to ta

217、ke advantage ofopportunities that our indebtedness may prevent us from pursuing.debt covenants may affect our flexibility in planning for,and reacting to,changes in the economy and in our industry,if any;and any ability to convert or exchange such indebtedness for equity in the Company can cause sub

218、stantial dilution to existing stockholders of the Company.162025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm20/199 Risks Related to Ownership of the Ordinary Shares A market for our securiti

219、es may not continue,which would adversely affect the liquidity and price of our securities.Additionally,the trading price of our securities could be volatile and subjectto wide fluctuations.The trading price of our securities could be volatile and subject to wide fluctuations in response to various

220、factors,some of which are beyond our control.Any of the factors listed belowcould have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them.In such circumstances,the trading priceof our securities may no

221、t recover and may experience a further decline.The price of our securities may fluctuate significantly due to general market and economic conditions.An active trading market for our securities may never develop or,if developed,it maynot be sustained.In addition,the price of our securities can vary d

222、ue to general economic conditions and forecasts,general volatility in the markets,our general business condition and the release ofour financial reports.Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance.The stock market

223、 in general and Nasdaq haveexperienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.The trading prices and valuations ofthese stocks,and of our securities,may not be predictable.A loss of investor c

224、onfidence in the market for the stocks of other companies that investors perceive to be similar to the Company coulddepress our stock price regardless of our business,prospects,financial conditions or results of operations.A decline in the market price of our securities also could adversely affect o

225、ur ability to issueadditional securities and our ability to obtain additional financing in the future.In the past,securities class action litigation has often been initiated against companies following periods of volatility in their stock price.This type of litigation could result in substantialcost

226、s and divert our managements attention and resources and could also require us to make substantial payments to satisfy judgments or to settle litigation.Additionally,if our securities become delisted from Nasdaq for any reason,and are quoted on the OTC Bulletin Board,an inter-dealer automated quotat

227、ion system for equity securities that isnot a national securities exchange,the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange.You may be unableto sell your securities unless a market can be established or s

228、ustained.If securities or industry analysts do not publish or cease publishing research or reports about the Company,its business,or its market,or if they change their recommendations regarding theOrdinary Shares adversely,then the price and trading volume of the Ordinary Shares could decline.The tr

229、ading market for our Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about us,our business,our market,or ourcompetitors.Securities and industry analysts do not currently,and may never,publish research on the Company.If no securities or

230、industry analysts commence coverage of the Company,our stockprice and trading volume would likely be negatively impacted.If any of the analysts who may cover the Company change their recommendation regarding our stock adversely,or provide morefavorable relative recommendations about our competitors,

231、the price of our Ordinary Shares would likely decline.If any analyst who may cover the Company were to cease coverage or fail toregularly publish reports on it,we could lose visibility in the financial markets,which could cause our stock price or trading volume to decline.Risks related to the busine

232、ss and operations of the Company We are a company with a relatively limited operating history,which may result in increased risks,uncertainties,expenses and difficulties,and it may be difficult to evaluate our future prospects.Our limited operating history may make it difficult to make accurate pred

233、ictions about our future performance.Assessing our business and future prospects may also be difficult because ofthe risks and difficulties we face.These risks and difficulties include our ability to:enter into new relationships and maintain existing relationships with clients and business partners;

234、maintain cost-effective access to capital;172025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm21/199 expand the use and applicability of our technology;successfully build our brand and protect

235、 our reputation from negative publicity;successfully adjust our proprietary technology,products and services in a timely manner in response to changing market conditions;successfully compete with companies that are currently in,or may in the future enter,the business of providing traceability soluti

236、ons;enter into new markets and introduce new products and services based on our technology;comply with and successfully adapt to complex and evolving legal and regulatory environments in our existing markets and ones we may enter in the future;attract,integrate and retain qualified employees and ind

237、ependent contractors;and effectively manage,scale and expand the capabilities of our teams,outsourcing relationships,third-party service providers,operating infrastructure and other business operations.If we are not able to timely and effectively address these risks and difficulties as well as those

238、 described elsewhere in this“Risk Factors”section,our business,financial condition and results ofoperations may be adversely affected.If we fail to effectively manage our growth,our business,financial condition,and results of operations could be adversely affected.Our ability to manage our growth ef

239、fectively,integrate new employees,independent contractors and technologies into our existing business and attract new business partners and maintainrelationships with existing business partners will require us to continue to retain,attract,train,motivate and manage employees and independent contract

240、ors and expand our operational,technologicaland financial infrastructure.Continued growth could strain our ability to develop and improve our operational,technological,financial and management controls,reporting systems and procedures,recruit,train and retain highly skilled personnel and maintain bu

241、siness partners and their customers satisfaction.We may not have sufficient manufacturing capabilities for our markers and readers to satisfy demand for our products,including due to the Eastern-European issues,world politics,tariffissues,post-COVID-19 related issues,international freight issues,cos

242、ts of goods and other external financial or political issues.We may be unable to control the availability or cost of producing suchproducts.Our current manufacturing capabilities may not reach the required production levels necessary in order to meet growing demands for any products we may commissio

243、n or future products wemay develop.There can be no assurance that our commissioned products can be manufactured at the desired commercial quantities,in compliance with our requirements and at an acceptable cost.Any such failure could delay or prevent us from shipping said products and marketing the

244、technologies in accordance with our target growth strategies.While we were able to date to find new employees,when required,Israeli(and other)high-tech employment atmosphere(including lack of available professionals due to,inter alia,Israelsstate of war)is making it harder and harder to find and ret

245、ain new employees.Thus,risk exists that we will not be able to hire all the employees we seek to hire,in the timeframe required andanticipated,which may slow down our growth,cause increased costs and reduced profits or hinder our ability to duly and timely fulfill all tasks and growth plans.We note

246、that due to such employment atmosphere we may need to extend additional resources,including issuance of shares and options,and financial measures in order to create retentionplans for key personnel.182025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/

247、Archives/edgar/data/1940674/000164117225011743/formf-1.htm22/199 Part of our products are in the field of sustainability and circular economy and part of our growth engine depends on policies regarding recycling of packaging,electronics,and metals andregulations demanding sustainability,promoting a

248、circular economy and carbon-free environment.While we are not relying on such upcoming legislation or regulations,slow legislation orpromulgation process and changes in priorities(including due to public health crises or on-going armed conflicts)may slow our growth.While sustainability source tracin

249、g is important for trackingand verifying environmentally-friendly products from their origin,another identified growth engine for the Company has been the demand for supply-chain security to trace products from origin andfacilitate sanctions compliance.Due to the fact that we aim our sales efforts a

250、t large international market-maker conglomerates,our sales cycle is relatively slow and there is a larger risk that at any time,due to manyreasons that are beyond our control,the sales cycle will be broken and all efforts will be lost.Any of the foregoing factors could negatively affect our business

251、,financial condition and results of operations.If the Isorad License Agreement is terminated,our business,financial condition and results of operations may be harmed.In January 2015,SMX Security Matters Ltd.(Israel Corporate Number 515125771)(“SMX Israel”)entered a license agreement with Isorad Ltd(

252、“Isorad”),a company wholly owned by theState of Israel with rights to exclusively commercialize certain technology for civilian uses owned by the Soreq Nuclear Research Center,an Israeli government research and development institute fornuclear and photonic technologies under the Israeli Atomic Energ

253、y Commission(“Soreq”),to license the initial technology of tracking and tracing materials by observing and identifying markers(“Source IP”)and commercialize and develop the technology further(“Isorad License Agreement”).Under the Isorad License Agreement,the Source IP can be utilized in almost any i

254、ndustry andwith any product.The Source IP has been the cornerstone for our technological developments.Since entering into the Isorad License Agreement,we have over a hundred patent applicationsworldwide in various stages of approval(most of which are unrelated and novel to the Source IP).Specificall

255、y as to Yahaloma Technologies Inc.(Canada)(“Yahaloma”),the royalty rate on gross sales of Yahaloma,to be paid by Yahaloma,are 4.2%(and not 2.2%that applies solely toSecurity Matters PTY Limited,an Australian company(“Security Matters PTY”),its other affiliates and to other sublicensees).Upon the occ

256、urrence of an M&A event(as such event is defined insuch agreement to include mergers,sale of all or substantially all the assets of Yahaloma and similar event),Isorad is entitled to a fee equal to 1%of the total consideration paid to,received by,ordistributed to,Yahaloma and/or its shareholders and/

257、or its affiliates in connection with the event,including,without limitation,all cash,securities or other property which is received by Yahalomaand/or its shareholders in connection with such event of two such events(i.e.twice)at its choice.The Isorad License Agreement will continue in full force and

258、 effect in perpetuity unless terminated.If either party does not remedy a material breach of its obligations within 180 days ofnotice of the material breach,the non-defaulting party may terminate the Isorad License Agreement immediately.Isorad may terminate the agreement by providing 30 days prior w

259、ritten notice if theroyalties payable to Isorad are nil in any semi-annual report or if we breach other certain obligations(such as a failure to maintain a patent or patent application in the previous semi-annual reviewperiod).If the Isorad License Agreement is terminated,our business,financial cond

260、ition and results of operations may be harmed.If we fail to penetrate the full value chain manufacturing eco-system effectively,our business,financial condition,and results of operations could be adversely affected.Value based pricing may be necessary to enable roll-out across clients,creating chall

261、enges in full value capture and effective customer segmentation.Some end-markets(e.g.plastics)requirehigh levels of penetration to support our full value proposition.A broad range of potential end-markets and clients with different value propositions and price sensitivities will require a substantia

262、l,high performing,commercial organization.In order to maintain continuous growth there is a need to onboard more and more players from different parts of the value chain manufacturing eco-system with the final view of covering alllinks in the value chain manufacturing eco-system.This may be time and

263、 cost consuming and will require funding and personnel and we may not be able to achieve the full value chain penetrationdue to failure to attain funding or personnel or due to external circumstances,which may hinder our growth.192025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/

264、formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm23/199 Pandemics,public health crises,and/or lingering effects from the COVID-19 pandemic could adversely affect our business,financial condition,liquidity and results of operations.Pandemics,public health crises

265、,and/or lingering effects from the COVID-19 pandemic could result in a widespread health crises that adversely affect businesses,economies and financialmarkets worldwide,placing constraints on the operations of businesses,decreasing consumer mobility and activity,and causing significant economic vol

266、atility in the United States,Ireland,Israel,Australia,Singapore,and international capital markets.We have followed and will continue to follow guidance issued from time to time by the Irish,Australian and Israeli governments and the otherlocal governments in territories in which we operate to protec

267、t our employees from such health crises,as we did during the height of the COVID-19 pandemic.When appropriate,we may implementwork from home where possible,minimize face-to-face meetings and utilize video conference as much as possible and adhere to social distancing rules at our facilities while el

268、iminating internationaltravel,and other such measures as authorities may require.As a result,we may experience some difficulties in employee ability to efficiently collaborate to meet our customer needs,a difficulty inour efforts to recruit and hire qualified personnel during this time.For example,a

269、s a result of the COVID-19 pandemic,we recorded a minor decrease in expected growth in 2020 and 2021,both dueto the lockdown and restrictions,and our customers postponing or being hesitant of making future financial,or other,commitments due to the need to put response to COVID-19 at the forefront.Si

270、milarly,customers may postpone or be hesitant in making future financial,or other commitments,due to a future pandemic or public health crisis.Although many of these limitations have beenlifted as the COVID-19 pandemic has receded,some of the resulting difficulties have remained in varying degrees a

271、nd we cannot predict future limitations by other pandemics or public health crises.We cannot predict the other future potential,direct or indirect,lingering impacts of the COVID-19 pandemic,future pandemics,and/or future public health crises on our business oroperations.Future pandemics,future publi

272、c health crises,or additional waves of infections,or any further lingering adverse impacts caused by the COVID-19 pandemic could further impactemployment rates,supply chains,priorities and the economy,affecting our customer base and divert customers discretionary spend to other uses,including for es

273、sential items.These events couldimpact our cash flows,results of operations and financial conditions and heighten many of the other risks described in this prospectus.Our operations in foreign jurisdictions will subject us to risks associated with operating in those jurisdictions and may adversely a

274、ffect our business,cash flows,financial condition and resultsof operations.As we operate in foreign jurisdictions(such as Ireland,Israel,Australia,Singapore,France and Canada),we will be subject to those risks associated with operating in foreign jurisdictions.Such risks may include economic,social

275、or political instability or change,hyperinflation,currency non-convertibility or instability and changes of laws affecting foreign ownership,governmentparticipation,taxation,working conditions,rates of exchange,exchange control,licensing,repatriation of income or return of capital,consumer health an

276、d safety or labor relations.While thejurisdictions in which we currently operate are economically stable,there is no certainty that political and economic conditions will remain stable.Any deterioration in political or economicconditions,including hostilities or terrorist activity may adversely affe

277、ct our operations and profitability.There is a risk that the government of any such jurisdiction may change its policies regardingforeign investment,apply new or different taxes and levies,or make any other change which may have an adverse impact on our profitability.See the risk factors under“Risks

278、 Related to OurOperations in Israel.”Prior to the Russian-Ukrainian dispute,Security Matters PTY was cooperating with a Ukrainian entity in cooperation with its activities in Israel and European entities for research anddevelopment for its readers.Security Matters PTY was also reviewing potential re

279、lationships with entities in Russia,Belarus and Ukraine.As a result of the dispute,Security Matters PTY put on holdits research and development in Ukraine while continuing its research and development activity in Israel and with European entities and undertook no business relationships with parties

280、in thoseregions.Since the on-going armed conflict,Security Matters PTY has shifted its Eastern European operations to Prague,Czechia(Czech Republic).It is yet unknown what other effects such disputemay have on other jurisdictions,mainly in Europe,and any such effect might affect our business and gro

281、wth.We cannot predict the other future potential impacts of the dispute on our business oroperations,especially if such dispute becomes more than a regional event.These events could impact our cash flows,business,results of operations and financial condition and heighten many of theother risks descr

282、ibed in this prospectus.202025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm24/199 Moreover,events may occur within or outside the jurisdictions in which we operate that could impact those eco

283、nomies,our operations and the price of the Ordinary Shares.These eventsinclude but are not limited to acts of terrorism,an outbreak of international hostilities,cyberattacks,fires,floods,earthquakes,labor strikes,civil wars,natural disasters,outbreaks of disease or othernatural or manmade events or

284、occurrences that can have an adverse effect on the demand for our products and our ability to conduct business.While we seek to maintain insurance in accordance withindustry practice to insure against the risks we consider appropriate after consideration of our needs and circumstances,no assurance c

285、an be given as to our ability to obtain such insurance coveragein the future at reasonable rates or that any coverage arranged will be adequate and available to cover any and all potential claims.The occurrence of an event that is not covered or fully covered byinsurance could have a material advers

286、e effect on our business,financial condition and results of operations.If we are unable to successfully identify and integrate acquisitions,our results of operations could be adversely affected.Acquisitions may be a significant component of our growth strategy and from time to time we may seek to id

287、entify and complete acquisitions.Our future acquisitions may not be successfulor may not generate the financial benefits that we expected we would achieve at the time of acquisition.In addition,there can be no assurance that we will be able to locate suitable acquisitioncandidates in the future or a

288、cquire them on acceptable terms or,because of competition in the marketplace.Acquisitions involve special risks,including,without limitation,the potential assumptionof unanticipated liabilities and contingencies,difficulty in assimilating the operations and personnel of the acquired businesses,disru

289、ption of our existing business,dissipation of our limitedmanagement resources and impairment of relationships with employees and customers of the acquired business as a result of changes in ownership.While we believe that strategic acquisitions canimprove our competitiveness and profitability,these

290、activities could have a material adverse effect on our business,financial condition and operating results.We may incur significant costs such as transaction fees,professional service fees and other costs related to future acquisitions.We may also incur integration costs following the completionof an

291、y such acquisitions as we integrate the acquired business with the rest of our Company.Although we expect that the realization of efficiencies related to the integration of any acquiredbusinesses will offset the incremental transaction and acquisition-related costs over time,this net financial benef

292、it may not be achieved in the near term,or at all.The industry in which we operate is competitive,and if we fail to compete effectively,we could experience price reductions,reduced margins or loss of revenues.Generally,the track and trace and anti-counterfeit industry in which we operate is subject

293、to global and domestic competition.We are unable to influence or control the conduct of ourcompetitors and such conduct may detrimentally affect our financial and operating performance There are several competitors that operate in the anti-counterfeit and track-and-trace industries and ifnew competi

294、tors enter the market,or established companies develop new products and technologies that are superior to our current technology,our ability to exploit any technological advantagesuccessfully may be affected.We may be unable to develop further products or keep pace with developments and may lose cli

295、ents to competitors.If our competitors develop a more efficient businessmodel or undertake a more aggressive marketing campaign,this is likely to affect our marketing strategies and results of operations adversely.There is no guarantee that customers will adopt our products and we may be unable to c

296、ompete successfully with more established track and trace and anti-counterfeit companies on price orquality or may be unsuited to the established preferences of potential customers.212025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/da

297、ta/1940674/000164117225011743/formf-1.htm25/199 Our continued growth,including our ability to manage our operations and meet our strategic objectives,depends on retaining our current employees upon whom we are dependent andattracting and retaining qualified personnel,and we may not be able to do so

298、at a rate that will enable us to stand up to our expected growth or cope with specific demands that may arise.Our success depends to a large extent upon the skills and experience of our executive officers,including our Chief Executive Officer,Haggai Alon,management and sales,marketing,operations and

299、 scientific staff.We may not be able to attract or retain qualified employees due to the intense competition for qualified personnel in the technology industry,as well as to geographicconsiderations,our ability to offer competitive compensation and benefits,and other reasons.If we are not able to at

300、tract and retain the necessary qualified personnel to manage our operations and accomplish our business objectives,we may experience constraints that will adverselyaffect our ability to manufacture,sell and market our products or to support research and development programs effectively.SMX Israel ha

301、s entered into an employment contract with Haggai Alon,its founder and Chief Executive Officer,and Zeren Browne.Due to the specific knowledge and experience of Mr.Alon regarding the industry,technology and market generally and to our company specifically,the loss of the services of Mr.Alon could hav

302、e a material adverse effect on us.We have not obtained akey person insurance policy on any officer.Although our employment agreements contain non-compete clauses,Israeli law does not fully enforce employees non-compete obligations and may limit their application,including withregard to duration and

303、scope.Under Israeli case law an Israeli Court will usually only enforce non-compete provisions if the employee received specific consideration for it.While all of our employment agreementsinclude specific provisions stipulating that special consideration was paid for the non-compete provision,a risk

304、 always exists that a Court will not enforce such.We may not be able to anticipate or adapt to consumer preferences which may have an adverse effect on our business,cash flows,financial condition and results of operations.Our success depends on our ability to develop and commercialize our technology

305、.A failure to successfully develop and commercialize our technology could lead to a loss of opportunitiesand adversely impact on our business,cash flows,financial condition and results of operations.The global market for our technology is ever changing due to new technologies,new products,changes in

306、 regulations and other factors influencing market acceptance or market rejection ofour technologies.This market volatility and risks exists despite our best efforts in relation to market research,promotion and sales efforts.Our business is dependent on consumer awareness and market acceptance of our

307、 products.We may not be able to anticipate and react to trends within the industries we target in a timelymanner or accurately assess the impact that such trends may have on consumer preferences.Failure to respond to changes in consumer preferences or anticipate market trends may adversely affectour

308、 future revenues and performance.Although we have striven to establish market recognition for our products in the relevant industry,it is too early in the life cycle of our brand to determinewhether markers,readers,blockchain technology and any further technology developed by us will achieve and mai

309、ntain satisfactory levels of acceptance and sustained adoption by manufacturers andconsumers.Our technology may not be accepted by the market or used in our proposed markets and industries.We may not be able to commercialize our products,which could adversely impact onbusiness,cash flows,financial c

310、ondition and results of operations.We may not be able to adapt our markers to the needs of any customer or field which may have an adverse effect on our business,cash flows,financial condition and results of operations.Research and development tailoring costs are required to adapt marker and scannin

311、g technology to different materials and industrial/commercial environments,potentially increasing the costand time to market as we scale across customers and verticals.If we are unable to adapt our markers to the needs of any customer or field due to the costs of doing so,our business,cash flows,fin

312、ancial condition and results of operations could be adversely affected.222025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm26/199 We will need in the future to raise additional funds,inter ali

313、a,by equity,debt,or convertible debt financings,to fund our day to day operations and to support our growth,and those funds maybe unavailable on acceptable terms,or at all.As a result,we may be unable to meet our future capital needs,which may limit our ability to grow and jeopardize our ability to

314、continue ourbusiness,and there is substantial doubt regarding our ability to continue as a going concern.We plan to continue to make investments to support our growth and will require additional funds to respond to business challenges that may arise,including the need to develop newproducts and serv

315、ices,enhance our technology,scale and improve our operating infrastructure,or acquire complementary businesses and technologies.Accordingly,we will need to engage in equity,debt or convertible debt financings to secure additional funds.We have also used our Ordinary Shares as currency to satisfy exi

316、sting indebtedness.In raising additional funds by the issuance of equitysecurities or securities convertible into equity securities,or the issuance of our securities to satisfy indebtedness,our shareholders have been and may in the future experience substantial dilution.Additionally,as the Company h

317、as elected to follow home country practice in lieu of the requirements under Nasdaq Rule 5635(d),the Company does not seek shareholder approval in connection withcertain sales,issuances and potential issuances of its securities,even if such issuances would equal 20%or more of the Companys Ordinary S

318、hares or voting power outstanding before the issuance.This has resulted in substantial dilution to the Companys shareholders from time to time in the past,and may continue to do so in the future.Debt financing,such as credit facilities or corporatebonds,may involve covenants restricting our operatio

319、ns or our ability to incur additional debt.Debt financing may also require security arrangements including cash collateral agreements that restrictthe availability of cash held as collateral which is the case for amounts we may borrow in the future.In addition,future equity financing or replacement

320、or refinancing of any debt financings may notbe available on terms favorable to us,or at all,and the fact that debt holders are repaid first may reduce our ability to raise a later equity financing and may limit the ability to distribute dividends.We are generating negative cash flow and requiring c

321、onstant and immediate cash injections to continue to operate.We face significant uncertainty regarding the adequacy of our liquidity andcapital resources and our ability to repay our obligations as they become due in cash.We are currently negotiating with certain of our debt holders and others we ow

322、e money to,to extend the term oftheir notes or other payment obligations and/or to convert some or all of such liabilities into our ordinary shares.However,there can be no assurance that our discussions will be successful.We expectto be able to obtain additional sources of debt and equity financing.

323、However,such opportunities remain uncertain and are predicated upon events and circumstances which are outside the Companyscontrol.If we are unable to obtain adequate financing or financing at terms satisfactory to us when we require it,we may be unable to pursue certain business opportunities,suppl

324、y proper service toour customers,and our ability to continue to support our business growth and the then current business and to respond to business challenges may be impaired and our business may be harmed.As aresult of the foregoing and our current cash position,these conditions raise substantial

325、doubt about our ability to continue as a going concern.Our financial statements for the year ended December31,2024 contain an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern.This going concern assessment may prevent us from obtaining newfinancin

326、g on reasonable terms,if at all,and imperil our ability to continue operating as a going concern.Legal proceedings,investigations or claims against us may be costly and time-consuming to defend and may harm our reputation and damage our business regardless of the outcome.Inaddition,our business and

327、operations could be negatively affected if they become subject to any securities litigation or shareholder activism,which could cause us to incur significant expense,hinder execution of business and growth strategy and impact our share price.On January 12,2024,the Company announced that it entered i

328、nto a$5 million contract with R&I Trading of New York(“R&I Trading”).The intention of the agreement with R&I Tradingwas to provide a service on supply chain management to a NATO member state.Subsequent to June 30,2024,R&I Trading sent a termination notice to the Company and a demand for arbitrationw

329、ith respect to disputed payment amounts under the contract.The Company believes the termination of the contract is unlawful and has demanded that R&I Trading honor its obligations under thecontract.The Company further intends to defend any action,if and when commenced,vigorously.The Company is curre

330、ntly engaged in an arbitration process with R&I Trading.The statements of claim by the parties to the arbitration proceedings were filed on January 6,2025.R&ITradings statement of claim demands full restitution of the amounts paid by it under the agreement.The Companys statement of claim alleges tha

331、t R&I Trading breached the agreement and hasrequested the arbitrator to grant relief for the division of remedies in the event that the Company is presented with further expenses by suppliers and employees that have not yet been included in itsdamage estimate.The Company also raised claims regarding

332、 loss of opportunities and requested declaratory relief in favor of the Company.232025/5/21 15:00sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1940674/000164117225011743/formf-1.htm27/199 Prior to filing the statement of claim,on December 26

333、,2024,the Company filed a motion for declaratory relief.On January 9,2025,R&I Trading responded to the motion.The Companyhad until January 23,2025 to submit reply papers in connection with this motion practice.On March 6,2025,the parties filed a request for the approval of a mutual procedural arrangement,under which,among other things,R&I Trading will file an affidavit stating that it is notusing