Form 424B3 - Prospectus [Rule 424(b)(3)]
14 Mai 2024 - 10:34PM
Edgar (US Regulatory)
Filed
pursuant to 424(b)(3)
Registration
Statement No. 333-276257
PROSPECTUS
SUPPLEMENT NO. 1
(To
Prospectus dated May 2, 2024)
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY
Issuance
of up to 909,090 Ordinary Shares
This
prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus contained in
our Post-Effective Amendment No. 1 to Form F-1, dated May 2, 2024 (the “Prospectus”), relating to the resale
of up to 909,090 ordinary shares, $0.0022 par value per share (the “Ordinary Shares”), by the selling stockholders named
elsewhere in this prospectus (“Selling Stockholders”). The Ordinary Shares included in this prospectus consist of an aggregate
of 909,090 Ordinary Shares underlying warrants held by each of the Selling Stockholders. The warrants are not registered for resale.
Specifically,
this Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with certain information
set forth below and contained in our Report on Form 6-K, which was submitted to the U.S. Securities and Exchange Commission (the “SEC”)
on May 13, 2024. Any statement contained in the Prospectus shall be deemed to be modified or superseded
to the extent that information in this Prospectus Supplement modifies or supersedes such statement.
Partnership
with Brink’s
On
May 13, 2024, the Company announced a strategic partnership with Brink’s. The
Company’s technology will be deployed by Brink’s to enhance various aspects of gold marking, auditing, and storage. Leveraging
the Company’s technology, Brink’s will ensure impartial marking and auditing of gold in Dubai.
The
joint service offered by Brink’s and the Company will be able to elevate the reporting and quality assurance standards for gold
sourced, refined and vaulted in Dubai by companies operating both in Dubai Multi Commodities Centre’s free zone and in the
whole Gulf Cooperation Council (GCC) region. Furthermore, the collaboration is intended to extend the benefits of the Company’s technology
to empower market participants with enhanced transparency and liquidity in gold financing.
trueGold
Consortium, a majority-owned subsidiary of the Company holding the exclusive Company technology license for all gold applications,
will play a pivotal role in implementing the technology together with Brink’s for the gold market operations in Dubai. Additionally,
the joint service between the Company (via trueGold) and Brink’s lab located in Dubai will commence during the third quarter,
2024.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This
Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements
and amendments thereto.
We
may further amend or supplement the Prospectus and this Prospectus Supplement from time to time by filing amendments or supplements as
required. You should read the entire Prospectus, this Prospectus Supplement and any amendments or supplements carefully before you make
your investment decision.
Our
Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “SMX” and our public warrants are listed on The
Nasdaq Capital Market under the symbol “SMXWW”. On May 10, 2024, the closing price of our Ordinary Shares was $0.1369.
Investing
in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors” beginning on page
16 of the Prospectus for a discussion of certain risk factors that you should consider before investing in our Ordinary Shares.
Neither
the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is May 14, 2024
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