Filed
pursuant to 424(b)(3)
Registration
Statement No. 333-276257
PROSPECTUS
SUPPLEMENT NO. 3
(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 June 7, 2024 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this Prospectus Supplement. 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contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement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.
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 June 6, 2024, the closing price of our Ordinary Shares was $0.1437.
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 June 7, 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of June 2024
Commission
File Number: 001-41639
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY
(Exact
Name of Registrant as Specified in Charter)
Mespil
Business Centre, Mespil House
Sussex
Road, Dublin 4, Ireland
Tel:
+353-1-920-1000
(Address
of Principal Executive Offices) (Zip Code)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F ☐
On
June 6, 2024, SMX (Security Matters) Public Limited Company (the “Company”) entered into an amendment (the “Amendment”)
to its Stock Purchase Agreement (the “Agreement”) dated as of the 19th day of April 2024, with Generating Alpha Ltd. (“Alpha”).
The purpose of the Amendment was to clarify that the maximum amount that can be raised per month under the Agreement is $833,333, and
not $500,000 as specified in the Agreement. Furthermore, the Amendment shortens the three month lock-up on the commitment shares issued
to Alpha under the Agreement to one month.
The
foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, such document
attached as Exhibit 10.1 to this Report on Form 6-K, which is incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
June 7, 2024
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SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY |
|
|
|
By: |
/s/
Haggai Alon |
|
Name: |
Haggai
Alon |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
SMX
(Security Matters) Public Limited Company
Mespil
Business Centre
Mespil
House, Sussex Road
Dublin
4, Ireland, D04 T4A6
+353-1-920-1000
June
5, 2024
Via
E-Mail
Generating
Alpha Ltd.
Generatingalphaltd@pm.me
Dave@alphacapitalmgt.com
Attention:
David Martin
Ladies
& Gentlemen:
Reference
is hereby made to that Stock Purchase Agreement (the “Agreement”) dated as of the 19th day of April 2024, between
Generating Alpha Ltd., a Saint Kitts and Nevis Company, and SMX (Security Matters) Public Limited Company, an Irish public limited company.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Agreement. The Company
and the Investor hereby agree that the Agreement is amended as follows:
1.
Section 1.28 (Maximum Put Amount) of the Agreement is hereby amended to replace “$500,000” with “$833,333”.
2.
Section 12.4 (Commitment Fee) of the Agreement is hereby amended to replace “three (3) month” with “one (1) month”.
3.
Except expressly amended by this letter (this “Amendment”), the Agreement shall remain in full force and effect.
4.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[Signature
Page Follows Immediately]
|
Sincerely
yours, |
|
|
|
|
SMX
(Security Matters) Public Limited Company |
|
|
|
|
By:
|
/s/
Haggai Alon |
|
Name: |
Haggai
Alon |
|
Title: |
CEO |
ACCEPTED
AND AGREED TO
AS
OF THE DATE FIRST
ABOVE
WRITTEN
Generating Alpha Ltd. |
|
|
|
|
By:
|
/s/
Maria Cano |
|
Name:
|
Maria
Cano |
|
Title:
|
Director |
|
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