Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 4 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Entity Registrant Name | SMX (Security Matters) Public Limited Company |
Entity Central Index Key | 0001940674 |
Entity Incorporation, State or Country Code | L2 |
Entity Address, Address Line One | Mespil Business Centre |
Entity Address, Address Line Two | Mespil House |
Entity Address, Address Line Three | Sussex Road |
Entity Address, City or Town | Dublin 4 |
Entity Address, Country | IE |
City Area Code | +353-1 |
Local Phone Number | 920-1000 |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 850 Library Avenue |
Entity Address, Address Line Two | Suite 204 |
Entity Address, City or Town | Newark |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 19715 |
Contact Personnel Name | Puglisi & Associates |
Consolidated Statements of Fina
Consolidated Statements of Financial Position € in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jul. 01, 2022 EUR (€) | Dec. 31, 2021 USD ($) | |
Current assets | |||||
Cash and cash equivalents | $ 1,398 | $ 4,171 | |||
Other current assets | 3,673 | 920 | |||
Total current assets | 5,071 | 5,091 | |||
Non-current assets | |||||
Property and equipment, net | 969 | 1,192 | |||
Intangible assets, net | 5,027 | 3,908 | |||
Investment in associated companies | 221 | 147 | |||
Total non-current assets | 6,217 | 5,247 | |||
Total assets | 11,288 | 10,338 | |||
Current liabilities | |||||
Trade payables | 2,972 | 916 | |||
Lease liabilities | 30 | 37 | |||
Other payables | 650 | 673 | |||
Convertible note | 563 | ||||
Borrowings from related parties | 710 | 270 | |||
Total current liabilities | 4,925 | 1,896 | |||
Non-current liabilities | |||||
Lease liabilities | 440 | 466 | |||
Bridge loans and derivative financial liabilities | 3,682 | ||||
Other liabilities | 85 | 85 | |||
Total non-current liabilities | 4,207 | 551 | |||
Total liabilities | 9,132 | 2,447 | |||
Equity | |||||
Issued capital | |||||
Additional paid-in capital | 32,713 | 31,504 | |||
Foreign currency translation | (537) | 223 | |||
Accumulated losses | (30,020) | (23,836) | |||
Total equity | 2,156 | 7,891 | |||
Total liabilities and equity | 11,288 | 10,338 | |||
Security Matters Limited [Member] | |||||
Current assets | |||||
Cash and cash equivalents | € | [1] | € 25 | |||
Other current assets | 3,673 | 920 | |||
Non-current assets | |||||
Property and equipment, net | 969 | 1,192 | |||
Intangible assets, net | 5,027 | ||||
Investment in associated companies | 221 | 147 | |||
Total assets | € | [1] | 25 | |||
Current liabilities | |||||
Lease liabilities | 30 | 37 | |||
Other payables | 650 | 673 | |||
Convertible note | 563 | ||||
Borrowings from related parties | 710 | 270 | |||
Non-current liabilities | |||||
Lease liabilities | $ 440 | $ 466 | |||
Equity | |||||
Issued capital | € | |||||
Additional paid-in capital | € | [1] | 25 | |||
Total equity | € | [1] | € 25 | |||
[1]Less than 1 thousand |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Revenue | $ 13 | ||
Cost of sales | 10 | ||
Gross profit | 3 | ||
Research and development expenses, net | 1,898 | 2,039 | 1,689 |
Selling and marketing expenses | 569 | 453 | 427 |
General and administrative expenses | 2,723 | 2,482 | 2,447 |
Operating loss | (5,190) | (4,974) | (4,560) |
Finance expenses | 1,128 | 101 | 79 |
Finance income | 28 | 237 | 67 |
Share of net profit (loss) of associated companies | 106 | (101) | (1) |
Loss before income tax | (6,184) | (4,939) | (4,573) |
Income tax | |||
Loss after income tax for the year attributable to shareholders | (6,184) | (4,939) | (4,573) |
Items that will not be reclassified to profit or loss: | |||
Foreign currency translation | (522) | (7) | 388 |
Items that will or may be reclassified to profit or loss: | |||
Exchange gains arising on translation of foreign operations | (238) | (375) | |
Other comprehensive income (loss), net of tax | (760) | (382) | 388 |
Total comprehensive loss | $ (6,944) | $ (5,321) | $ (4,185) |
Loss per share attributable to shareholders | |||
Basic and diluted loss per share attributable to shareholders | $ (0.04) | $ (0.03) | $ (0.04) |
Consolidated Statements of Chan
Consolidated Statements of Changes In Equity - USD ($) $ in Thousands | Issued capital [member] | Additional paid-in capital [member] | Foreign Currency Translation [Member] | Retained earnings [member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 17,357 | $ 217 | $ (14,324) | $ 3,250 | |
Beginning balance, shares at Dec. 31, 2019 | |||||
IfrsStatementLineItems [Line Items] | |||||
Loss after income tax for the year | (4,573) | (4,573) | |||
Other comprehensive income (loss) for the year | 388 | 388 | |||
Total comprehensive loss for the year | 388 | (4,573) | (4,185) | ||
Issuance of shares, net | 6,857 | 6,857 | |||
Share-based compensation | 519 | 519 | |||
Exercise of warrants | |||||
Ending balance, value at Dec. 31, 2020 | 24,733 | 605 | (18,897) | 6,441 | |
Ending balance, shares at Dec. 31, 2020 | |||||
IfrsStatementLineItems [Line Items] | |||||
Loss after income tax for the year | (4,939) | (4,939) | |||
Other comprehensive income (loss) for the year | (382) | (382) | |||
Total comprehensive loss for the year | (382) | (4,939) | (5,321) | ||
Issuance of shares, net | 5,892 | 5,892 | |||
Share-based compensation | 484 | 484 | |||
Exercise of warrants | 395 | 395 | |||
Ending balance, value at Dec. 31, 2021 | 31,504 | 223 | (23,836) | 7,891 | |
Ending balance, shares at Dec. 31, 2021 | |||||
IfrsStatementLineItems [Line Items] | |||||
Loss after income tax for the year | (6,184) | (6,184) | |||
Other comprehensive income (loss) for the year | (760) | (760) | |||
Total comprehensive loss for the year | (760) | (6,184) | (6,944) | ||
Issuance of shares, net | 182 | 182 | |||
Share-based compensation | 306 | 306 | |||
Issuance of options to acquire intangible asset | 721 | 721 | |||
Ending balance, value at Dec. 31, 2022 | $ 32,713 | $ (537) | $ (30,020) | $ 2,156 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Loss before tax for the year | $ (6,184) | $ (4,939) | $ (4,573) |
Share based compensation | 252 | 431 | 483 |
Increase in other current assets | (2,936) | (463) | (162) |
Depreciation and amortization | 290 | 315 | 219 |
Increase in trade payables | 2,217 | 401 | 323 |
Increase in other payables | 114 | 60 | 150 |
Increase (decrease) in other liabilities | 17 | (3) | (15) |
Change in fair value of financial liabilities | 387 | ||
Decrease in provision | (6) | ||
Interest on leases | 51 | 47 | 29 |
Provision of borrowing to related parties | 621 | 89 | |
Share in (earnings) losses of associated companies, net | (106) | 101 | 1 |
Issuance of shares for directors | 54 | 53 | 36 |
Net cash flow used in operating activities | (5,223) | (3,908) | (3,515) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (152) | (297) | (235) |
Capitalized development cost | (975) | (1,468) | (723) |
Net cash flow used in investing activities | (1,127) | (1,765) | (958) |
Cash flows from financing activities: | |||
Payments of borrowings to related parties | (172) | (103) | (144) |
Payment of lease liabilities | (55) | (98) | (12) |
Exercise of warrants | 395 | ||
Proceeds from issuance of convertible notes | 581 | ||
Proceeds from issuance of shares, net | 182 | 5,892 | 6,857 |
Proceeds from bridge loans and warrants | 3,310 | 32 | |
Net cash flow from financing activities | 3,846 | 6,118 | 6,701 |
Increase (decrease) in cash and cash equivalents | (2,504) | 445 | 2,228 |
Cash and cash equivalents at beginning of year | 4,171 | 4,341 | 1,708 |
Exchange rate differences on cash and cash equivalent | (269) | (615) | 405 |
Cash and cash equivalents at end of year | $ 1,398 | $ 4,171 | $ 4,341 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
GENERAL | GENERAL A. SMX (Security Matters) Public Limited Company (the “Company”) was incorporated in July 1st 2022 under the laws of Ireland with registered number 722009 and its registered office at Mespil Business Center, Mespil House, Sessex Road, Dublin 4, Ireland, D04 T4A6. B. The Corporation has not engaged in any activities except in connection with its formation. C. On July 26, 2022, Security Matters Limited and Lionheart III Corp (“Lionheart”), a publicly traded special purpose acquisition company (SPAC), entered into a business combination agreement (“BCA”) and accompanying scheme implementation deed (“SID”). Under the BCA, the existing Lionheart stockholders receiving Security Matters Limited shares and warrants in exchange for their existing Lionheart shares and warrants and all shares in Security Matters Limited being cancelled in return for the Company’s shares and resulting in that Security Matters Limited becoming a wholly owned subsidiary of the Company. On March 7, 2023 a business combination (the “Business Combination”) with Lionheart III Corp (“Lionheart”) was completed, following that the Company, which is newly-formed parent company – SMX (Security Matters) Public Limited Company, (formerly called Empatan Public Limited Company) was listed in the NASDAQ stock exchange under the ticker SMX. |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
GENERAL | NOTE 1 – GENERAL : A. Security Matters Limited (“Security Matters” or the “Company”, and together with its subsidiaries, the “Group”) was incorporated in May 2018 under Australian law. Security Matters’s registered address is Mespil Business Center, Mespil House, Sessex Road, Dublin 4, Ireland, D04 T4A6. The Group engages in research and development to permanently and irrevocably “mark” any object either solid, liquid or gas, allowing identification, circularity, proof of authenticity, tracking supply chain movements and quality assurance for countless products in virtually every industry. Security Matters’ technology comprises a chemical-based hidden “barcode” system, alongside a unique “reader” to identify these codes, and a blockchain record to store and protect ownership data. Security Matters offers a business-to-business (B2B), “white-label” solution that serves market leaders’ needs for authentication, supply chain integrity and quality assurance. B. On March 7, 2023 the business combination (the “Business Combination”) with Lionheart III Corp (“Lionheart”) was completed, following that a newly-formed parent company – SMX (Security Matters) Public Limited Company (“SMX PLC”), (formerly called Empatan Public Limited Company On July 26, 2022, the Company and Lionheart, a publicly traded special purpose acquisition company (SPAC), entered into a business combination agreement (“BCA”) and accompanying scheme implementation deed (“SID”). Under the BCA, the existing Lionheart stockholders receiving SMX PLC Shares and warrants in exchange for their existing Lionheart shares and warrants and all shares in the Company being cancelled in return for SMX PLC shares and resulting in the Company becoming a wholly owned subsidiary of SMX PLC. The Business Combination resulted in 97.58 % redemption and with 3,061 remaining funds in the trust account. The transaction cost amounted to 17,300 . C. During the 12 months ended December 31, 2022, the Company incurred operating losses and negative cash flows from operating activities. The Company has not yet generated significant revenues. As discussed in Note 12, during the fourth quarter of 2022 the Company entered into binding loan agreements with existing shareholders. As discussed in Note 24 (4), the Company executed an equity line agreement. The Company has also the ability to decrease its expenses in order to meet its existing cash flow streams. Management believes that the proceeds from the recent funding agreements, combined with its cash on hand, equity line and the Company’s plans, are sufficient to meet the Company’s obligations as they come due in the foreseeable future. There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for its long-term business plan. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of the financial statements, on a consistent basis, are: Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). Separate statements of comprehensive income, changes in equity, and cash flows have not been presented because the Corporation has not engaged in any activities except in connection with its formation. Cash and cash equivalents Cash equivalents are considered by the Company to be highly liquid investments, including, inter alia, short-term deposits with banks and the maturity of which do not exceed three months at the time of deposit, and which are not restricted. Foreign currency The financial statements are prepared in EURO which is the presentation and functional currency of the Company. |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES : The significant accounting policies followed in the preparation of the financial statements, on a consistent basis, are: Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared under the historical cost convention except for certain financial liabilities which are measured at fair value until conversion. The Company has elected to present the statement of comprehensive income using the function of expense method. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Security Matters Limited as of December 31, 2022 and 2021 and the results of all subsidiaries for the three years in the period then ended. Security Matters Limited and its subsidiaries together are referred to in these financial statements as the Group or the “consolidated entity”. Subsidiaries are all those entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and until the date that control is lost. Intercompany transactions between entities in the consolidated entity are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting Estimates and Assumptions The preparation of the consolidated financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities and expenses. These estimates and underlying assumptions are reviewed regularly. Changes in accounting estimates are reported in the period of the change in estimate. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 3. Cash and cash equivalents Cash equivalents are considered by the Group to be highly liquid investments, including, inter alia, short-term deposits with banks and the maturity of which do not exceed three months at the time of deposit, and which are not restricted. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): Foreign currency The consolidated financial statements are prepared in US Dollars which is the presentation currency of the Group. Security Matters Limited’s functional currency is Australian Dollars. The functional currency of Security Matters Ltd. (Israel) is New Israeli Shekels. The functional currency of Security Matters Canada Ltd. Is Canadian Dollars. The functional currency of Security Matters France Ltd. Is Euro. The functional currency of SMX Beverages Pty Ltd. Is Australian Dollars. Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 (“The Effects of Changes in Foreign Exchange Rates”). Accordingly, transactions and balances have been converted as follows: ● Assets and liabilities – at the rate of exchange applicable at the reporting date; ● Expense items – at annual average rate at the statements of financial position date. ● Share capital, capital reserve and other capital movement items were at rate of exchange as of the date of recognition of those items. ● Accumulated deficit was based on the opening balance for the beginning of the reporting period in addition to the movements mentioned above. ● Exchange gains and losses from the aforementioned conversion are recognized in the statement of other comprehensive lose in Foreign Currency Translation Reserve. Investments in associated companies Investments in associated companies are accounted under the equity method and are initially recognized at cost. The investment’s cost includes transaction costs. The consolidated financial statements include the Group’s share in net income or loss, in other comprehensive income or loss, and in the net assets of associated companies accounted by the equity method from the date when significant influence or joint control materialized, until the date on which the conditions for significant influence or joint control are no longer met. Losses of an associate in amounts which exceed its equity are recognized by the Company to the extent of its investment in the associate plus any losses that the Company may incur as a result of a guarantee or other financial support provided in respect of the associate. Loss per share Basic loss per share Basic loss per share is calculated by dividing the net loss attributable to the owners of Security Matters Limited, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year . Diluted earnings per share Potential ordinary shares are included in the computation of diluted earnings per share when their conversion decreases earnings per share. Potential Ordinary shares that are converted during the period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per share. Governmental grants Government grants received for the use of research and development activities, for which the Group undertook to pay royalties to the state, contingent on future sales arising from this financing, were treated as forgivable loans. The grant was recognized as a liability in the financial statements, except when there is reasonable assurance that the Group will comply with the conditions for the forgiveness of the loan, then it would be recognized as a government grant. When the loan bears a below-market rate of interest, the liability is recognized at its fair value in accordance with the market interest rate prevailing at the time of receiving the grant. The difference between the consideration received and the liability recognized at inception was treated as a government grant and recognized as a reimbursement of research expenses. The repayment of the liability to the state is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): Fair value measurement Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: A. In the principal market for the asset or liability; or B. In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Classification of financial instruments by fair value hierarchy The financial instruments presented in the statements of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 - Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). Financial assets The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group’s accounting policy for each category is as follows: Other receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services, but also incorporate other types of contractual monetary asset. These assets are carried at amortized cost less any provision for impairment. The Group has no financial assets classified at Fair value through profit or loss. Financial liabilities financial liabilities measured at amortized cost: Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest rate method, which ensures that any interest expense over the period is at a constant interest rate on the balance of the liability carried in the statement of financial position, except for measured at fair value through profit or loss: These financial liabilities comprise of derivatives that are options which are to be settled in equity instruments but nevertheless do not meet the definitions of equity instrument. At initial recognition, the Group measures those financial liabilities at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on financial assets which are either measured at amortized cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognized is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. The loss allowance is recognized in profit or loss. Impairment of non-financial assets Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Property, plant and equipment Items of property, plant and equipment are initially recognized at cost. Cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. Depreciation is computed by the straight-line method, based on the estimated useful lives of the assets, as follows: SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT % Computers 33 Machines and equipment 20 Furniture and office equipment 10 Leasehold improvements 5 Leasehold improvements are depreciated over the term of the expected lease including optional extension, or the estimated useful lives of the improvements, whichever is shorter. Reimbursement of research and development expenses Reimbursements in proof of concept (POC) agreements of expenditures on research and development in order to achieve commercial agreement once this activity will be result successful, are offset in profit or loss against the related expenses (research and development expenses). Any IP generated from this activity remains at the ownership of the Group. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): Right-of-use assets All leases are accounted for by recognizing a right-of-use asset and a lease liability, excluding leases where the lease term is 12 months or less, or where the underlying asset is of low-value. These leases expenditures are recognized on a straight-line basis over the lease term. A right-of-use asset is recognized at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. Lease liabilities All leases are accounted for by recognizing a right-of-use asset and a lease liability. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate implicit in the lease unless (as is typically the case) this is not readily determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes: ● amounts expected to be payable under any residual value guarantee. ● the exercise price of any purchase option granted in favor of the Group if it is reasonably certain to exercise that option. ● any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease the remeasurement being recognized in front of the right of use assets. Employee benefits The Group has several employee benefit plans as to Israeli employees: 1. Short-term employee benefits: Short-term employee benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Group has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans. The Group has defined for most of its employees contribution plans pursuant to Section 14 to the Israel Severance Pay Law since 2004 under which the Group pays fixed contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. Contributions to the defined contribution plan in respect of severance or retirement pay are recognized as an expense simultaneously with receiving the employee’s services and no additional provision is required in the financial statements except for the unpaid contribution. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): Intangible assets Intangible assets include capitalized technology development costs. Expenditures on research activities are recognized in profit or loss as incurred. Expenditures on internally developed products are mainly employee salaries and legal fees for filing of patents and are capitalized when the Group demonstrates all the following criteria: a. The technical feasibility of completing the intangible asset so that it will be available for use or sale. b. The intention to complete the intangible asset and use or sell it. c. The ability to use or sell the intangible asset. d. The probability of the intangible asset to generate future economic benefits. Among other things, the Group considers the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. e. The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. f. The ability to measure reliably the expenditures attributable to the intangible asset during its development. The recognition criteria above are considered by the Group at each stage of development to determine when the criteria have been initially met in full. The technical feasibility criteria is determined to be met when the milestone of initial marking and reading capabilities is satisfied. The milestone’s identification occurs only following a detailed broad mapping of the raw material characteristics and establishing the formula for the chemical marker architecture to be embedded into the raw material based on industry standards and regulations. The result is the initial evidence that the x-ray algorithm of the designated reader is in a stage that can identify the marker and convey information. At this stage, the Group believes that the technical feasibility of completing the development for use is probable. The Group notes that technical feasibility has been established and the achieved technology is ready for the next stage which consists of performing a proof-of-concept pilot with an industry partner, in order to adapt the technology for the relevant industry and adjust the development to meet the industry’s needs. Currently, the Group’s capitalized development activities focus on: 1. Development of marker architecture to be embedded topically or in-situ (application) for each material/product within the optimal industrial manufacturing phase, based on industry standards and regulations. 2. Semi Industrial scale – technology implementation in semi-industrial production. 3. Development of a digital platform to support the end-to-end traceability from raw material to final product to recycling. The Group’s management has the full intention to complete the development of the technology and ultimately to sell it. This intention is demonstrated by initiating partnerships with industry market leaders and continuing the development into the next phase. The Group’s intention is also reflected in the Group’s approved budget. The Group’s management intends to concentrate its future sales and marketing efforts in the U.S. market, including recruitment of sales and marketing personnel. It plans to advance successful proof-of-concept pilots performed with industry leading partners, and further advance its innovative technology and commercialization efforts and collaborations in the segments relevant to its technology. The Group’s business model targets leading brands and manufacturers in order to create a new market standard for circular economy solutions, brand authentication and supply chain integrity. The Group’s technology is applicable for multiple industries such as gold, fashion, electronics and circular economy – plastic and rubber. The Group is able to provide an adaptive solution for multiple market segments, based on a unified technology solution, through collaborative relationships with leading market companies which provide it with access to various potential entities to sell its solution. This is part of the Group’s strategy to create strategic partnerships with market leaders across its main segments of activity. The Group believes that this close collaboration with market leaders, and developing a product that meets their requests, suggest that there is a strong potential market for its development. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): Intangible assets (Cont.) Adequate technical and financial resources are available to complete the development; the development will be completed by the Group’s technology team which consists of professional experienced scientists and engineers, with a track record in the industrial sector and with financial resources successfully raised through the issuance of ordinary shares and loans. The Group has already accomplished its core technology development and is currently focused on development of specific adjustments for different market segments. This stage is focused and short-termed, therefore, management believes that limited financial resources are required for completing the development and that there is high probability for commencing commercial agreements following the successful proof-of-concept pilots. The Group has financial systems in place that allow it to maintain records in sufficient detail that enable it to measure reliably the expenditures attributable to the intangible asset during its development. Development expenditures not satisfying all the above criteria are recognized in the consolidated statement of comprehensive income as incurred. Subsequent measurement In subsequent periods, capitalized development expenditures are measured at cost less accumulated amortization and accumulated impairment losses. An asset is ready for its intended use, when the developed technology becomes operational and the Group completes an initial customization for a client’s specific needs, which means that the technology is fully implemented in the customer’s manufacturing processes and ready for its intended use. The management estimates that in approximately two years such customization will be completed, and amortization will commence. Intangible assets with a finite useful life are amortized over their estimated useful lives and reviewed for impairment whenever there is an indication that the asset may be impaired. The amortization period and the amortization method for intangible assets are reviewed at least at each year end. The carrying amount of these assets is reviewed whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. An expenditure incurred in development activities, including the Group’s software development is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates, the expenditure will lead to new or substantially improved products, the products are technically and commercially feasible and the Group has sufficient resources to complete the development and reach the stage for which the product is ready for use. All other expenditure, including those incurred in order to maintain an intangible assets current level of performance, is expensed as incurred. Share-based compensation The Group measures the share-based expense and the cost of equity-settled transactions with employees and service providers by reference to the fair value of the equity instruments at the date at which they are granted. The Group selected the Black-Scholes model as the Group’s option pricing model to estimate the fair value of the Group’s options awards. The model is based on share price, grant date and on assumptions regarding expected volatility, expected life of the options, expected dividend, and a no risk interest rate. As for granted options which are settled in equity instruments, the fair value of the options at the grant date is charged to the statement of comprehensive loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. New standards, interpretations and amendments not yet effective The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. The following amendments are effective for the period beginning January 1, 2023: ● Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2); ● Definition of Accounting Estimates (Amendments to IAS 8); and ● Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12). The following amendments are effective for the period beginning January 1, 2024: ● IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback) ● IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-current) ● IAS 1 Presentation of Financial Statements (Amendment – Non-current Liabilities with Covenants) The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
CRITICAL ACCOUNTING ESTIMATES A
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | NOTE 3 – CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS : In the process of applying the significant accounting policies, the Group has made the following judgments which have the most significant effect on the amounts recognized in the financial statements. The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate. The key assumptions made in the financial statements are discussed below. Share based payments The Group has a share-based remuneration scheme for employees. The fair value of share options is estimated by using the Black-Scholes model, which was derived to model the value of the firm’s equity over time. The simulation model was designed to take into account the unique terms and conditions of the performance shares and share options, as well as the capital structure of the firm and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are described in the share-based compensation note and include, among others, the dividend growth rate, expected share price volatility and expected life of the options. The fair value of the equity settled options granted is charged to statement of profit or loss over the vesting period of each tranche and the credit is taken to equity, based on the consolidated entity’s estimate of shares that will eventually vest. Intangible assets The Group capitalizes costs for its developed projects when specific criteria are met. Initial capitalization of costs is based on management’s judgement that technological and economic feasibility is achievable, usually when a product development project has reached a defined milestone according to an established project management model. The management makes assumptions regarding the expected future economic benefit to be derived from the intangible asset and therefore whether the capitalized costs are expected to be recovered. This amount of capitalized costs includes significant investment in the development of marking and reading capabilities in the subject material. Prior to being marketed, the Group will obtain a proof-of-concept pilot with an industry leading partner. The innovative nature of the product gives rise to some judgement as to whether the proof-of-concept will be successful such that it will lead to obtaining commercial contracts with customers. See also Note 2 – Intangible Assets. The Management bases its estimates on historical experience, assumptions, and information currently available and deemed to be reasonable at the time the financial statements are prepared. However, actual amounts may differ from the estimated amounts as more detailed information becomes available. Estimates and assumptions are reviewed on an ongoing basis and, if necessary, changes are recognized in the period in which the estimate is revised. Financial liability at fair value The fair value of financial liabilities at fair value was estimated by using a Black Scholes model and Monte-Carlo simulation approach, which was aimed to model the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions financial liability, which are described in Note 12 and Note 23, as well as the capital structure of the Company and the volatility of its assets. The valuation was performed based on management’s assumptions and projections. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS : SCHEDULE OF OTHER CURRENT ASSETS December 31, 2022 December 31, 2021 Prepaid expenses (*) 3,157 454 Tax authorities 358 280 Proof of concept receivables 86 116 Other 72 70 Total 3,673 920 * The prepaid expenses include 3,123 for December 31, 2022, which related to the anticipated SPAC transaction costs (refer to Note 1). SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 – PROPERTY AND EQUIPMENT, NET : SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Leasehold improvements Machines and Equipment Furniture and Office Equipment Computers Right of use assets Total Cost At January 1, 2022 81 1,233 83 99 628 2,124 Additions - 135 - 17 49 201 Deductions (21 ) (21 ) Depreciation 4 202 7 19 39 271 Currency translation adjustments (18 ) (221 ) (18 ) (14 ) (64 ) (335 ) At December 31, 2022 63 1,147 65 102 592 1,969 Accumulated depreciation At January 1, 2022 20 645 33 72 162 932 Depreciation 4 202 7 19 39 271 Currency translation adjustments (6 ) (148 ) (9 ) (17 ) (23 ) (203 ) At December 31, 2022 18 699 31 74 178 1,000 Net book value at December 31, 2022 45 448 34 28 414 969 Leasehold improvements Machines and Equipment Furniture and Office Equipment Computers Right of use assets Total Cost At January 1, 2021 69 847 73 72 606 1,667 Additions 3 275 1 18 - 297 Depreciation 5 187 7 16 72 287 Currency translation adjustments 9 111 9 9 22 160 At December 31, 2021 81 1,233 83 99 628 2,124 Accumulated depreciation At January 1, 2021 13 399 23 49 85 569 Depreciation 5 187 7 16 72 287 Currency translation adjustments 2 59 3 7 5 76 At December 31, 2021 20 645 33 72 162 932 Net book value at December 31, 2021 61 588 50 28 466 1,192 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
CONVERTIBLE NOTE | NOTE 6 – CONVERTIBLE NOTE : In May 2022, the Company issued 828,240 convertible notes (the “Convertible Notes”), with a face value of AUD 1 (USD 0.7 ) per each Convertible Note, for an aggregate amount of AUD 828 thousand ( 569 ). The Convertible Notes have a maturity date of six months from issuance date. The conversion price is as follows: (i) if the Company executes a binding agreement for an M&A transaction or receives USD 20 million or more in return for the issuance of shares on or before December 31, 2022, the principal amount of each Convertible Note will automatically be converted into shares in the Company. The issuance price per share will be calculated at a 20% discount to the higher of the offer price or price paid by the investors participating in the qualified transaction, as such term is defined in the Convertible Notes agreement, subject to a floor cap of no lower than AUD 0.15 (USD 0.11) per share. In July 2022, the Company entered into a Business Combination Agreement that will be subject to de-listing of the Company’s ordinary share capital from the Australian Stock Exchange following receiving an Australian court approval of the future merger (ii) if the Company has not executed a binding agreement for a qualified transaction until December 31, 2022, the Convertible Notes balance will automatically convert into ordinary shares at that date. The issuance price per share will be calculated at a 20% discount to the 5-21 day volume weighted average price to December 31, 2022, as such term is defined in the Convertible Notes agreement, subject to a cap of no lower than AUD 0.15 (USD 0.11) per share, and on December 31, 2022 the investors will also be issued unlisted two year options on a 1:2 basis with an exercise price of AUD 0.45 (USD 0.32) per share. . As of December 31, 2022, the Convertible Note amounted to 563 . In July 2022, an amendment to the Convertible Notes agreements was signed between the Company and the investors which prescribes a cancellation of the Convertible Notes and replacing them with the issuance of 1,000,000 ordinary shares of the Company (with the occurrence of the Business Combination). On March 7, 2023, the Convertible Notes were converted to 1,000,000 ordinary shares of the Company. |
INVESTMENTS IN ASSOCIATED COMPA
INVESTMENTS IN ASSOCIATED COMPANIES | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
INVESTMENTS IN ASSOCIATED COMPANIES | NOTE 7 – INVESTMENTS IN ASSOCIATED COMPANIES : SCHEDULE OF INVESTMENTS IN ASSOCIATED COMPANIES Entity Country of Incorporation Percentage Owned December 31, 2022 Percentage Owned December 31, 2021 Yahaloma Technologies Inc. Canada 50 % 50 % True Gold Consortium Pty Ltd Australia 44.4 % 45.5 % SMX Beverages Pty Ltd Australia 100 % 50 % The proportion of ownership interest is equal to the proportion of voting power held. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 7 – INVESTMENTS IN ASSOCIATED COMPANIES (CONT.): Yahaloma Technologies Inc . On April 30, 2019, Security Matters Ltd. Signed an agreement with Trifecta Industries Inc. (“Trifecta”) for the commercialization of Security Matters Ltd.’s trace technology in the diamonds and precious stone industry. Under the terms of the agreement, Security Matters Ltd. And Trifecta established a new entity – Yahaloma Technologies Inc. (“Yahaloma”), which is equally held by Security Matters Limited and Trifecta. Yahaloma will have the exclusive rights and responsibility to commercialize the Group’s intellectual property in the area of diamonds or precious stone. Management has assessed the transaction and reached the conclusion that the new entity is jointly controlled by Security Matters Limited and Trifecta. Management has further determined that the contractual arrangement provides the parties to the joint arrangement with rights to the net assets of the arrangement. The contractual arrangement establishes each party’s share in the profit or loss relating to the activities of the arrangement. The arrangement is a joint venture and the Company’s interests in this joint venture is accounted for using the equity method of accounting. SMX Beverages Pty Ltd On February 10, 2020, the Company signed an agreement with Global BevCo Pty Ltd. (“Global BevCo”), an Australian company for the commercialization of Group’s trace technology in the alcoholic beverages industry. Under the terms of the agreement, the Company and Global BevCo established a new private entity, SMX Beverages Pty Ltd (“SMX-B”), which is equally held by the above two-mentioned entities. The Company has the exclusive rights and responsibility to commercialize the Group’s intellectual property in the area of alcoholic beverages. The joint arrangement is a joint venture and the Company’s interests in its associate is accounted for using the equity method of accounting. On December 24, 2021, the Company signed an agreement with Global BevCo to acquire the remaining 50 % shares in SMX-B in exchange for 8,000,001 options of the Company at exercise price of AUD 0.4 , with an expiration date of March 25, 2027 . Total fair value is AUD 960,000 (USD 721,424 ), and the acquisition was settled on March 25, 2022. The Company assigned the consideration to technology license intellectual property. The total fair value of the options was determined according to Black & Scholes model, free rate interest of 2.5 %, expected life 5 years. The acquisition agreement also provides a five-year consulting agreement to Global BevCo including AUD 13,500 per month and a 5 % revenue share for referred clients. True Gold Consortium Pty Ltd On July 29, 2020, the Company signed a shareholders’ agreement with W.A. Mint Pty Ltd. And True Gold Consortium Pty Ltd. (“True Gold”). The purpose of the agreement is to set the framework for True Gold’s activity. True Gold’s goal is to establish an industry standard with the development of an innovative system that can mark (at a molecular level), track and trace gold bars and gold through every stage of the supply chain with blockchain technology. Under the terms of the agreement, True Gold will be equally held by the above two-mentioned entities, with the goal of adding other shareholders. The Company’s management has assessed the transaction and reached the conclusion that the new entity is jointly controlled by Security Matters Limited, and W.A. Mint Pty Ltd. The Company’s management has further determined that the contractual arrangement provides the parties to the joint arrangement with rights to the net assets of the arrangement. The contractual arrangement establishes each party’s share in the profit or loss relating to the activities of the arrangement. The arrangement is a joint venture and the Company’s interests in this joint venture is accounted for using the equity method of accounting. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 7 – INVESTMENTS IN ASSOCIATED COMPANIES (CONT.): Reconciliation of the consolidated entity’s carrying amount SCHEDULE OF INFORMATION ABOUT CONSOLIDATED STRUCTURED ENTITIES December 31, 2022 December 31, 2021 December 31, 2020 Security Matters Limited’s share of net assets 115 248 249 Company’s share in net profits (losses) of associated companies 106 (101 ) (1 ) Closing carrying amount 221 147 248 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
INTANGIBLE ASSETS, NET | NOTE 8 – INTANGIBLE ASSETS, NET : SUMMARY OF INTANGIBLE ASSETS NET Capitalization of development cost Purchased license Total US$ in thousands US$ in thousands US$ in thousands COST As of January 1, 2022 4,024 - 4,024 Cost, beginning balance 4,024 - 4,024 Capitalized development cost 975 721 1,696 Currency translation adjustments (500 ) (66 ) (566 ) As of December 31, 2022 4,499 655 5,154 Cost, ending balance 4,499 655 5,154 Accumulated amortization As of January 1, 2022 116 - 116 Accumulated amortization, beginning balance 116 - 116 Amortization 14 - 14 Currency translation adjustments (3 ) - (3 ) As of December 31, 2022 127 - 127 Accumulated amortization, ending balances 127 - 127 Net book value as of December 31, 2022 4,372 655 5,027 Net book value 4,372 655 5,027 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 8 – Intangible assets, NET Capitalization of development cost US$ in thousands COST As of January 1, 2021 2,332 Cost, beginning balance 2,332 Capitalized development cost 1,468 Currency translation adjustments 224 As of December 31, 2021 4,024 Cost, ending balance 4,024 Accumulated amortization As of January 1, 2021 88 Accumulated amortization, beginning balance 88 Amortization 28 As of December 31, 2021 116 Accumulated amortization, ending balance 116 Net book value as of December 31, 2021 3,908 Net book value 3,908 An intangible asset at the amount of 145 is being amortized, the amortization completed by December 31, 2022. The rest of the intangible asset balance has not yet been amortized. Intangible assets as of December 31, 2022, consist of capitalized technology development costs of the Group’s core technology as well as the cost of the exclusive license intellectual property ( 721 ) which includes the addition amount as a result of the acquisition of additional 50 % interest in SMX Beverages Pty Ltd (Note 7). The acquired rights have not yet commenced amortization as the license was not yet commenced usage. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
LEASES | NOTE 9 – LEASES : The Group has lease contracts for office facilities (including a lab) and motor vehicles used in its operations. Leases of office and lab facilities generally have lease term of 12 years, motor vehicles generally have lease terms of 3 years. Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period: SCHEDULE OF RIGHT OF USE ASSETS Office and lab facilities Motor vehicles Total At January 1, 2022 446 20 466 Right-of-use assets, beginning balance 446 20 466 Additions 49 — 49 Foreign currency translation (35 ) (6 ) (41 ) Deductions (7 ) (14 ) (21 ) Depreciation expense (39 ) — (39 ) As at December 31, 2022 414 — 414 Right-of-use 414 — 414 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 9 – LEASES (CONT.): Set out below are the carrying amounts of lease liabilities and the movements during the period: SCHEDULE OF LEASE LIABILITY December 31, 2022 December 31, 2021 At January 1, 503 589 Lease liability, beginning balance 503 589 Additions 49 — Deductions (21 ) — Accretion of interest 51 47 Foreign exchange differences (57 ) (35 ) Lease Payments (55 ) (98 ) As at December 31, 470 503 Lease liability, ending balance 470 503 Current 30 37 Non-current 440 466 The following are the amounts recognized in profit or loss: SCHEDULE OF CARRYING AMOUNTS OF LEASE LIABILITIES RECOGNIZED IN PROFIT OR LOSS December 31, 2022 December 31, 2021 Depreciation expense of right-of-use assets 39 72 Interest expense on lease liabilities 51 47 Foreign Exchange different 16 (35 ) Expense relating to short-term leases - - Total amount recognized in profit or loss 106 84 |
OTHER PAYABLES
OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
OTHER PAYABLES | NOTE 10 – OTHER PAYABLES : SCHEDULE OF OTHER PAYABLES December 31, 2022 December 31, 2021 Employees, salaries and related liabilities 392 500 Related party 56 24 Liabilities for grants received (Note 19) 50 30 Accrued expenses — 49 Derivative financial liability (Note 13) — 32 Other 152 38 Total 650 673 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
BORROWINGS FROM RELATED PARTIES
BORROWINGS FROM RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
BORROWINGS FROM RELATED PARTIES | NOTE 11 BORROWINGS FROM RELATED PARTIES : In 2015, the Group signed an agreement to receive a loan of ILS 2 million (approximately 513 ) from its shareholders. These loan bears interest at an annual rate of 4 %. SCHEDULE OF BORROWINGS FROM RELATED PARTIES December 31, 2022 December 31, 2021 Balance at January 1, 270 280 Borrowings from related parties, beginning balance 270 280 Payment of borrowings (172 ) (103 ) Provision for bonus (include interest) 621 89 Exchange rate differences (9 ) 4 Balance at December 31, 710 270 Borrowings from related parties, ending balance 710 270 In consideration of providing funding as a seed capitalist, the Company agreed to provide, as additional consideration, a bonus payments (the “Bonus Payments”) on the occurrence of an exit or major liquidity event. In any way, the Bonus Payments are capped at ILS 3 million (approximately 965 ) per each of the two lenders. The Bonus Payments are intended to operate in one of the two trigger events: (i) dividend distributions paid by the Company; or (ii) the sale of shares by a lender in Security Matters Ltd. (either in the event of a takeover or otherwise) Only if the aggregate amounts of one of the two trigger events exceeds the investment of the lenders in the Company (in a way of loan or shares), then the lender would be entitled the Bonus Payments based on a formula set forth in the agreement. The amount of the Bonus Payments is the amount that exceeds the aggregate sum invested in the Company (in a way of loan or shares) by the lender divided by several factors according to the formula as set forth in the agreement. There is no time limit to pay the Bonus Payments. Once the Company has paid each Bonus Payment in its entirety (i.e., the cap of ILS 3 million has been paid to each Lender), then the Company has fulfilled its obligations. When the Bonus Payments are not expected to be made, the resulting cash flows will not affect profit and loss until the point in which the Company estimates that the liquidity events will take place. As of December 31, 2021, the Company estimated that is more likely than not that the shareholders will sell their shares in 2022 which will entitle them to the Bonus Payments. The amount of the Bonus Payment is subject to assumptions that were made with the assistance of external appraisal. As a result, the increase in the carrying amount of the liability was charged as expense of $ 87 to profit and loss in 2021. In August 2022 the loan from related party has been fully repaid. In August 2022, the Company signed an addendum to the loan agreement that reduces the total amount of the Bonus Payments to ILS 2.5 million (approximately $ 710 ), to be paid upon the completion of the business combination (refer also to Note 24 – Subsequent Events). As of December 31, 2022, the Company estimated that is more likely than not that the business combination will be completed in the foreseeable future, as a result, the Company updated the liability according to the addendum which described above, the carrying amount of the liability was increased to $ 710 and charged as expense of $ 621 to profit and loss in 2022. |
BRIDGE LOANS AND DERIVATIVE FIN
BRIDGE LOANS AND DERIVATIVE FINANCIAL LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
BRIDGE LOANS AND DERIVATIVE FINANCIAL LIABILITY | NOTE 12 – BRIDGE LOANS AND DERIVATIVE FINANCIAL LIABILITY : Between August to December 2022, the Company entered into bridge loan agreements (the “Bridge Loans”) with seven lenders, which lent the Company an aggregate amount of 3,310 . The Bridge Loans have a maturity date of up to two years and bears interest rate of 10 % per annum. The Bridge Loans were accounted for in accordance with amortized cost method. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 12 – BRIDGE LOANS AND DERIVATIVE FINANCIAL LIABILITY (CONT.): As part of the Bridge Loans agreements, the lenders were granted with three types of warrants: (i) Bonus Warrants – 215,500 warrants to purchase ordinary shares of SMX PLC (refer to Note 1) at an exercise price of USD 11.50 per share. The Bonus Warrants term is five years commencing upon the Business Combination (refer to Note 1). Management utilized a third-party appraiser to assist them in valuing the Bonus Warrants. The fair value of the Bonus Warrants was calculated using the Black and Scholes model. As of December 31, 2022, the fair value of the Bonus Warrants was 24 . (ii) Redeemable Warrants Type 1 – 342,000 warrants to purchase ordinary shares of SMX PLC (refer to Note 1 ) 11.50 per share. The Redeemable Warrants Type 1 term is five years commencing upon the Business Combination (refer to Note 1 ) ● 50.00 % of the Redeemable Warrants Type 1 shall be redeemable on a non-cumulative basis at the option of the holder, during the 30 days following the Business Combination for USD 5.00 per warrant. ● 25.00 % of the Redeemable Warrants Type 1 shall be redeemable on a non-cumulative basis at the option of the holder for the 30 days following the third anniversary of the Business Combination for USD 5.00 per warrant. ● 25.00 % of the Redeemable Warrants Type 1 shall be redeemable on a non-cumulative basis at the option of the holder for the 30 days following the fourth anniversary of the Business Combination for USD 5.00 per warrant. Each investor has the option to decide that the Company will satisfy any or each redemption through the issuance of ordinary shares of SMX PLC based upon a 20% discount to the 20 trading day VWAP preceding each such anniversary . Management utilized a third-party appraiser to assist them in valuing the Redeemable Warrants Type 1. The fair value of the Redeemable Warrants Type 1 was calculated using Monte-Carlo simulation model. As of December 31, 2022, the fair value of the Redeemable Warrants Type 1 was 1,973 (iii) Redeemable Warrants Type 2 – 120,000 warrants to purchase ordinary shares of SMX PLC (refer to Note 1 ) 11.50 per share. The Redeemable Warrants Type 2 term is five years commencing upon the Business Combination (refer to Note 1 ) ● 50.00 % of the Redeemable Warrants Type 2 shall be redeemable on a non-cumulative basis at the option of the holder, during the 30 days following the first anniversary of the Business Combination for USD 5.00 per warrant. ● 50.00 % of the Redeemable Warrants Type 2 shall be redeemable on a non-cumulative basis at the option of the holder, during the 30 days following the second anniversary of the Business Combination for USD 5.00 per warrant. Each investor has the option to decide that the Company will satisfy any or each redemption through the issuance of ordinary shares of SMX PLC based upon a 20% discount to the 20 trading day VWAP preceding each such anniversary . Management utilized a third-party appraiser to assist them in valuing the Redeemable Warrants Type 2. The fair value of the Redeemable Warrants Type 2 was calculated using Monte-Carlo simulation model. As of December 31, 2022, the fair value of the Redeemable Warrants Type 2 was 696 . The main assumptions used in the three valuation models described above were: (1) risk free rate 3.99 %; (2) volatility of assets 81.03 %; and (3) excepted terms of the warrants - 5.18 years. All warrants were classified as a derivative financial liability and are re-measured each reporting date, with changes in fair value recognized in finance expense (income), net. In the event that the Business Combination shall not be consummated, the Bonus Warrants and the Redeemable Warrants type 1 and 2 shall be exchanged for such number of warrants for the Company’s ordinary shares. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SHAREHOLDERS’ EQUITY | NOTE 3 – SHAREHOLDERS’ EQUITY A. The ordinary shares in the Company confer upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if and when declared. SCHEDULE OF ORDINARY SHARES Number of shares December 31, 2022 July 1, 2022 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares USD 0.0001 500,000,000 1 500,000,000 1 Deferred Shares 1 25,000 25,000 - - Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. Deferred shares Deferred Ordinary Shares are non-voting shares and do not convey upon the holder the right to be paid a dividend or to receive notice of or to attend, vote or speak at a general meeting. The Deferred Shares confer the right on a return of capital, on a winding-up or otherwise, only to the repayment of the nominal value paid up on the Deferred Shares after repayment of the nominal value of the Ordinary Shares. |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SHAREHOLDERS’ EQUITY | NOTE 13 – SHAREHOLDERS’ EQUITY A. The ordinary shares in the Company confer upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if and when declared. SCHEDULE OF ORDINARY SHARES Number of shares December 31, 2022 December 31, 2021 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 167,854,581 167,854,581 165,532,264 165,532,264 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. B. Increase in issued share capital: 1) In August 2022, the Company raised capital, in consideration of an aggregate of 254 net proceeds. An amount of 22 capital raise fee was paid in cash to the financial advisor. The Company issued 2,000,000 shares. 2) In October 2021, the Company raised capital, in consideration of an aggregate of 1,890 net proceeds. An amount of 115 capital raise fee was paid in cash to the financial advisor. The Company issued 8,938,666 shares and 4,469,333 warrants. The terms of the warrants specify that each warrant has an exercise price of AUD 0.4 and expires in March 2022 . Upon exercise the holder would receive one ordinary share and another unlisted warrant that bears an exercise price of AUD 0.7, converted to one ordinary share and expired on January 20, 2023 . The warrants were considered to be a derivative financial liability and measured at fair value. The fair value of the warrant derivative is not material. 3) In May 2021, the Company issued 15,270,249 shares in consideration of an aggregate of 4,034 net proceeds. 4) During 2021, 1,774,744 warrants were exercised to 1,774,744 ordinary shares, for aggregate net proceeds of 395 . SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 13 – SHAREHOLDERS’ EQUITY (CONT.): C. Options granted to employees and service providers: 1) In June 2018, the Company has adopted a Share Option Plan (the “Plan”) to provide an incentive to retain, in the employment or service or directorship of the Company and provide the ability to attract new employees, directors or consultants whose services are considered valuable. The persons eligible to participate in the Share Option Plan include employees, directors and consultants of the Company or any subsidiary of the Company. 2) A summary of the status of the Company’s Share Option Plan granted to employees (including performance-based awards) and changes during the relevant period ended on that date is presented below: SCHEDULE OF SHARE OPTION GRANTED Year ended December 31, 2022 Year ended December 31, 2021 Number of options (in thousands) Weighted average Exercise price (AUD) Number of options (in thousands) Weighted average Exercise price (AUD) Outstanding at beginning of year 11,280 0.27 9,530 0.23 Issue of options 1,000 0.27 1,850 0.45 Expired (7,600 ) 0.22 (100 ) 0.34 Outstanding at end of year 4,680 0.35 11,280 0.27 Exercisable options 2,835 0.28 4,318 0.27 The options to employees outstanding as of December 31, 2022, are comprised, as follows: SCHEDULE OF OPTIONS TO EMPLOYEES OUTSTANDING Exercise price (AUD) Outstanding as of December 31, 2022 Weighted average remaining contractual term Exercisable as of December 31, 2022 Weighted average remaining contractual term (years) (years) 0.12 - 0.2 800 4.59 400 4.64 0.2 955 0.67 878 0.67 0.31 - 0.357 2075 2.56 1432 2.15 0.6 100 2.24 100 2.24 0.7 750 3.97 25 3.74 4,680 2,835 1. In 2022, the Company granted 600,000 options to employees and 1,600,000 options to consultants. These grants carry an exercise price of between AUD 0.03 - 0.14 , vesting period up to 4 years from the grant date, contractual life of the options under the Plan is 5 years . The fair value at grant date is 154 . 2. In 2021, the Company granted 250,000 options to employees and 5,400,000 options to consultants. These grants carry an exercise price of between AUD 0.35 - 0.70 , vesting period up to 4 years from the grant date, contractual life of the options under the Plan is 5 years . The fair value at grant date is 622 . SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 13 – SHAREHOLDERS’ EQUITY (CONT.): D. Options granted to employees and service providers (cont.): 3. In 2020, the Company granted 1,055,000 options to employees, 750,000 options to consultants and 2,500,000 options to a board member. These grants carry an exercise price of between AUD 0.20 - 0.70 , vesting period up to 4 years from the grant date, contractual life of the options under the Plan is 5 years . The fair value at grant date is 533 . 4. The Company granted 322,317 shares in 2022 and 257,562 shares in 2021 to its Board members in lieu of cash remuneration. The fair value at grant date is 54 in 2022 and 53 in 2021. 5. The expenses for the options that were not recognized as of December 31, 2022, amount to 152 . 6. The options issued in 2022 and 2021, were valued using the Black-Scholes pricing model. The main parameters which were used are: (1) risk-free rate: 0.11 - 3.55 %; (2) expected volatility: 64 - 118 %: (3) expected term: up to 5 years; and (4) expected dividend yield: 0 %. E. Performance options: 1) In August 2018, two Executive Directors were granted 10,000,000 Performance Options with an exercise price of AUD 0.2 , for which their remuneration will be dependent on the Company satisfying several commercial and technological milestones. These milestones are reviewed by the Board of Directors and need to be achieved in 4 years since the date it was granted. If the milestones are not reached in 4 years, the options will expire . As of December 31, 2022, the Company did not reach the milestones. The Performance Options were expired. 2) In August 2021, Executive Director was granted 167,000 options and a key management was granted 500,000 options based on a non-market condition for which if the Company raises an aggregated amount of at least 10 million in one raise (including by way of a merger with a company with such amount in its treasury) 80% of the options will become vested. If an amount of 20 million or more is raised in one raise all options will become vested. The exercise price is AUD 0.7 and the expiration date is December 6, 2026 . The Company believes it is probable that the milestone will be reached. The fair value at grant date is 98 . 3) In July 2021, several employees were granted 1,100,000 options based on a non-market condition for which the options shall vest upon meeting the following conditions: (1) Company raised an aggregated amount of at least 20 million (including by way of a merger with a company with such amount in its treasury) (2) 25% of the options shall vest after one year and thereafter 6.25% at the end of every three months (3) the employees must continue to provide services to Company . The exercise price is AUD 0.351 and the expiration date is by July – September 2026 . The Company believes it is probable that the milestone will be reached. The fair value at grant date is 214 . 4) In July 2022, several employees were granted 200,000 options based on a non-market condition for which the options shall vest upon meeting the following conditions: 25% on the first anniversary of the Vesting Commencement Date and additional 6.25% at the end of each three months of continuous services thereafter. However, if Company or a parent thereof commences trading on NASDAQ, all options shall become fully vested . The exercise price is AUD 0.7 - 0.8 and the expiration date is by July 2027 . The options became fully vested on the consummation of the Business Combination in 2023. The fair value at grant date is 10 . SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 13 – SHAREHOLDERS’ EQUITY (CONT.): E. Performance options (cont.): 5) In June 2022, a key management was granted 200,000 options based on a non-market condition for which the options shall vest upon meeting the following conditions: The options will vest upon successful listing on NASDAQ/merger with SPAC. The exercise price is AUD 0.4 and the expiration date is by June 2027 . The options became fully vested on the consummation of the Business Combination in 2023. The fair value at grant date is 5 . 6) In May 2022, a consultant was granted 250,000 options based on a non-market condition for which if the options will vest upon successful IPO of the Company on NASDAQ. The exercise price is AUD 0.11 and the expiration date is May 26, 2027 . The options became fully vested on the consummation of the Business Combination in 2023. The fair value at grant date is 19 . |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES, NET | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 14 – RESEARCH AND DEVELOPMENT EXPENSES, NET : SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 2,166 1,795 1,186 Subcontractors and consultants 374 631 509 Research expenses 316 252 155 Depreciation and amortization 255 287 243 Share based compensation 127 100 47 Travel expenses 50 42 11 Freight 30 23 33 Other 6 - 53 Reimbursement from paid pilots and proof of concept projects (1,426 ) (1,091 ) (548 ) Total 1,898 2,039 1,689 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 15 – GENERAL AND ADMINISTRATIVE EXPENSES : SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES December 31, 2022 December 31, 2021 December 31, 2020 Professional services 1,105 1,089 1,257 Wages and salaries related 935 752 409 Travel expenses 223 - 65 Office and maintenance 145 116 120 Share based compensation 137 331 436 Insurance 60 102 101 Depreciation and amortization 35 28 16 Other 83 64 43 Total 2,723 2,482 2,447 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
TAXES ON INCOME | NOTE 16 – TAXES ON INCOME : 1. The Company is incorporated and domiciled in Australia where the applicable tax rate is 27.5 %. 2. Theoretical tax: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE December 31, 2022 December 31, 2021 December 31, 2020 Reconciliation of income tax at the statutory rate Loss before income tax (6,184 ) (4,939 ) (4,573 ) Theoretical tax rate of 27.5 % (1,701 ) (1,358 ) (1,257 ) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible expenditure and others 335 118 132 Unrecognized temporary differences and tax losses for which deferred tax weren’t recognized 1,366 1,240 1,125 Income tax / (benefit) — — — 3. As of December 31, 2022, the Group has estimated carry forward tax losses of approximately 24,106 (2021: 17,659 2020: 13,151 ) which may be carried forward and offset against taxable income for an indefinite period in the future. The Group did not recognize deferred tax assets relating to carry forward losses in the financial statements because their utilization in the foreseeable future is not probable. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
LOSS PER SHARE | NOTE 17 – LOSS PER SHARE SCHEDULE OF LOSS PER SHARE December 31, 2022 December 31, 2021 December 31, 2020 Net loss attributable to the owners of the company (6,184 ) (4,939 ) (4,573 ) Basic and diluted loss per share (0.04 ) (0.03 ) (0.04 ) Weighted average number of ordinary shares Weighted average number of ordinary shares used in calculating basic and diluted loss per share 167,855 151,850 125,960 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
RELATED PARTIES | NOTE 18 – RELATED PARTIES : Key Management Personnel Compensation and other related party transactions and balances: The key management personnel, among others includes board members, CEO and CFO. The totals of remuneration paid to Key Management Personnel and related parties during the years are as follows : SCHEDULE OF KEY MANAGEMENT PERSONNEL 1. Transactions with related parties: December 31, 2022 December 31, 2021 Issuance of options to related party 721 - Short-term salary and fees 508 475 Loan repayment 172 103 Share based payments 98 105 Post-employment retirement benefits 94 92 Payment for Administrative services 36 39 Non-monetary benefits 29 11 Proof of Concept projects paid by affiliated companies (1,064 ) (695 ) Total (594 ) 130 SCHEDULE OF BALANCE WITH RELATED PARTIES 2. Balance with related parties: December 31, 2022 December 31, 2021 Key management Salary and related (99 ) (86 ) Directors Salary and related (82 ) (11 ) Shareholders Borrowings from related parties (710 ) (270 ) Shareholders Other accounts payable (56 ) (24 ) Joint Ventures Other receivables 59 74 Joint Ventures Investment in subsidiary 221 147 (667 ) (170 ) |
GOVERNMENT GRANTS
GOVERNMENT GRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
GOVERNMENT GRANTS | NOTE 19 – GOVERNMENT GRANTS The Government of Israel encourages research and development projects oriented towards products for export or projects which will otherwise benefit the Israeli economy. This is conducted via the Israel Innovation Authority (IIA), which replaced the former Office of the Chief Scientist (OCS). The Group has an approved project with the IIA under which it received a total of 162 in prior years. The Group is subject to paying 3 % of its relevant revenues until repayment of the entire grant. As of December 31, 2022, the Group paid an amount of 3 . The difference between the consideration received and the liability recognized at inception (present value) was treated as a government grant according to IAS 20 and recognized as a reimbursement of research expenses. SCHEDULE OF GOVERNMENT GRANTS December 31, 2022 December 31, 2021 Short term liability at year end 50 30 Long term liability at year end 85 85 Total 135 115 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
CONTROLLED ENTITIES
CONTROLLED ENTITIES | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
CONTROLLED ENTITIES | NOTE 20 – CONTROLLED ENTITIES The ultimate legal parent entity of the Group is Security Matters Limited, incorporated and domiciled in Australia. The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policies described in Note 2. SCHEDULE OF ASSETS AND LIABILITIES Controlled entity Country of Incorporation Percentage Owned December 31, 2022 Percentage Owned December 31, 2021 Security Matters Ltd. Israel 100 % 100 % Security Matters Canada Ltd. Canada 100 % 100 % Security Matters France Ltd. France 100 % 100 % SMX Beverages Pty Ltd. Australia 100 % 50 % Security Matters Canada Security Matters Canada was founded in March 2021 for commercializing the group’s activity in Canada. During the period Security Matters Canada has not yet started its operations. Security Matters France Security Matters France was founded in June 2021 for commercializing the group’s activity in EU. During the period Security Matters France has not yet started its operations. SMX Beverages Pty Ltd SMX Beverages Pty Ltd was founded in February 2020 as a joint venture for commercializing the group’s alcoholic beverages activity. Since March 2022, SMX Beverages Pty Ltd has been a wholly owned subsidiary (Note 7). During the period SMX Beverages Pty Ltd has not yet started its operations. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 21 – COMMITMENTS AND CONTINGENT LIABILITIES : As part of the Board’s ongoing regulatory compliance process, the Board continues to monitor legal and regulatory developments and their potential impact on the Company. Management is not aware of any contingencies that may have a significant impact on the financial position of the Company. 1. In January 2015, the Company entered an agreement with Isorad Ltd. (a company wholly owned by the State of Israel with rights to exclusively commercialize the Soreq Research Center technology for civilian uses), according to which the Company was granted technological license in return for future royalties based on 2.2 % of Gross sales by the Company and its affiliates and after 25 years the license becomes royalty-free. Upon the occurrence of an M&A event (as such event is defined in the agreement to include mergers, sale of all or substantially all the assets of ours and similar event), in the first M&A event, the Company is to pay a consideration equal to 1 % of the amount received or transferred and in the second M&A event, a consideration equal to 2 % of the amount received or transferred. This will not apply to any future offer of shares, merger or sale of assets thereafter. On January 2023, the Company signed an amendment to the agreement that determine the following: (1) for the BCA with Lionheart, Isorad was issued (a) 864,000 options to purchase shares of the Company, the options were issued in January 2023 and valued using the Black-Scholes pricing model. The main parameters which were used are: (1) risk-free rate: 3.42 %; (2) expected volatility: 81.92 %: (3) expected term: up to 3 years; and (4) expected dividend yield: 0 % ; (b) Additionally, Isorad will be entitled to 1 % of any amount actually received against equity or other funding convertible into equity at the closing of the transaction and until 13 months thereafter (to be paid after reaching an aggregated received amount of 27 million, or at the end of such 13 months, the earlier thereof). (2) Exit fee - in the occurrence of the first M&A event (as such event is defined in such agreement to include mergers, sale of all or substantially all the assets of the Company and similar event) after the closing of the BCA with SPAC, the Company is to pay a cash amount equal to 1.5 % of the amount received or transferred. This will not apply to any future offer of shares, merger or sale of assets thereafter. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 21 – COMMITMENTS AND CONTINGENT LIABILITIES (CONT.): 2. The Group leases its offices and laboratory under an operating lease agreement, as well as two company cars which are all recognized within lease balances in the financial statements. 3. As Described in Note 11 borrowings from related parties, the Company is committed to pay a bonus payment upon achieving certain goals. The Bonus Payments were examined by an external valuator and based on management’s projections and insights it has estimated that the value of the Lender’s Bonus is estimated at the amount of 87 as of December 31, 2021. In August 2022, the Company signed an addendum to the loan agreement that reduces the maximum total amount of the Bonus Payments to ILS 2.5 million (approximately 710 ), to be paid upon the completion of the business combination. As of December 31, 2022, the bonus was recorded in the amount of 710 . 4. As Described in Note 19 Government grants, the Company has a contingent liability of 166 (unpaid governance grant dependent on the Company’s future revenues) for the Israel Innovation Authority (IIA), which replaced the former Office of the Chief Scientist (OCS) for grants received to fund an approved research and development project. |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | NOTE 22 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT : Financial risk management objectives The Group’s activities expose it to a variety of financial risks: foreign currency risk, credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk. Foreign currency risk Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Group’s functional currency. The Group is exposed to foreign exchange risk arising from currency exposure primarily with respect to the USD and Euro. The Group’s policy is not to enter into any currency hedging transactions. The carrying amounts of the Group foreign currency denominated monetary liability at the reporting date are as follows: SCHEDULE OF FOREIGN CURRENCY RISK Assets Liabilities December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 USD 1,214 481 (99 ) — EUR 28 135 (73 ) — 1,242 616 (172 ) — SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 22 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT.): Sensitivity analysis A 10% strengthening of the United States Dollar against the following currencies would have increased (decreased) equity and the income statement by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the United States Dollar against the relevant currency, there would be an equal and opposite impact on the profit and other equity. SCHEDULE OF SENSITIVITY ANALYSIS PROFIT AND OTHER EQUITY December 31, 2022 December 31, 2021 Assets less liabilities 1,115 481 10 % 10 % 112 48 Price risk The consolidated entity is not exposed to any significant price risk. Interest rate risk The consolidated entity is not exposed to any significant interest rate risk. Credit risk Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the balance sheet date. The Group closely monitors the activities of its counterparties and controls the access to its intellectual property which enables it to ensure the prompt collection. The Group’s main financial assets are cash and cash equivalents as well as other receivables and represent the Group’s maximum exposure to credit risk in connection with its financial assets. Wherever possible and commercially practical, the Group holds cash with major financial institutions in Israel and Australia. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: SCHEDULE OF FINANCIAL ASSETS AND IMPACT OF CREDIT EXPOSURE December 31, 2022 December 31, 2021 Cash and cash equivalents 1,398 4,171 Other receivables 158 920 Total 1,556 5,091 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 22 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT.): Liquidity risk Liquidity risk is the risk that arises when the maturity of assets and the maturity of liabilities do not match. An unmatched position potentially enhances profitability but can also increase the risk of loss. The Group has procedures to minimize such loss by maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities. As of the balance sheet date, the Group has a positive working capital. The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. SCHEDULE OF UNDISCOUNTED FINANCIAL LIABILITIES As of December 31, 2022 Less than 1 year 1-5 years Over 5 years Financial liabilities at amortized cost Trade and other payables 3,622 — — Bridge loans (Note 23) — 989 — Government grants 75 84 — Lease liability 72 371 270 Borrowings 710 — — Total 4,479 1,444 270 As of December 31, 2021 Less than 1 year 1-5 years Over 5 years Financial liabilities at amortized cost Trade and other payables 1,589 — — Lease liability 37 272 193 Borrowings 270 — — Total 1,896 272 193 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
FAIR VALUE MEASUREMENT | NOTE 23 – FAIR VALUE MEASUREMENT : Fair value hierarchy The following tables detail the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: Unobservable inputs for the asset or liability SCHEDULE OF UNOBSERVABLE FOR ASSETS OR LIABILITY As of December 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities Derivative financial liabilities (Note 22) — — 2,693 2,693 Total — — 2,693 2,693 As of December 31, 2021 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities Derivative financial liability — 32 — 32 Total — 32 — 32 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SUBSEQUENT EVENTS | NOTE 4 – SUBSEQUENT EVENTS 1. In February 2023, the Company entered a Standby Equity Facility to raise up to USD 25,000 96 97 3,500 (i) USD 1,500 thousand at the initial closing (was received on March 2023) (ii) USD 2,000 thousand upon effectiveness of a registration statement that was filed on March 2023 2. On January 25, 2023, Security Matters Limited issued 250,000 250 December 31, 2024 15 10 NOTE 4 – SUBSEQUENT EVENTS (CONT.): 3. Between August 2022 to January 2023, Security Matters Limited entered into bridge loan agreements (the “Bridge Loans”) with eleven lenders, which lent Security Matters Limited an aggregate amount of USD 3,860 two years 10 As part of the Bridge Loans agreements, the lenders were granted with two types of warrants: (i) Bonus Warrants – 243,000 11.50 five years (ii) Redeemable Warrants – 597,000 11.50 five years 5.00 Each investor has the option to decide that Security Matters Limited will satisfy any or each redemption through the issuance of ordinary shares of the Company based upon a 20% discount to the 20 trading day VWAP preceding each such anniversary In March 2023, Security Matters Limited signed an addendum to the Bridge Loans agreements which convert USD 1,350 4. In April 25, the Company’s board of directors and its shareholders approved and adopted the SMX Public Limited Company 2022 Incentive Equity Plan, which was subsequently amended the Company’s board of directors, subject to applicable Nasdaq requirements, which reserved for grant a number of Ordinary Shares equal to 15 5,082,417 5. The financial statements were authorized for issuance on April 25, 2023. |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SUBSEQUENT EVENTS | NOTE 24 – SUBSEQUENT EVENTS Since the reporting date the following significant events have occurred: 1. On January 25, 2023, the Company issued 250,000 in principal amount of convertible notes for an aggregate amount of 250 . These convertible notes have a maturity date of the earlier between December 31, 2024 and the date of any change in control (excluding the Business Combination). The convertible notes has an interest rate of 15% per annum. The convertible notes shall be converted into common shares at a conversion price of USD 10. 2. In January 2023, the Company signed an amendment to the agreement with Isorad that determine the following: (1) for the BCA with Lionheart, Isorad was issued (a) 864,000 options to purchase shares of the Company, the options were issued in January 2023 and valued using the Black-Scholes pricing model. The main parameters which were used are: (1) risk-free rate: 3.42 %; (2) expected volatility: 81.92 %: (3) expected term: up to 3 years; and (4) expected dividend yield: 0 % ; (b) Additionally, Isorad will be entitled to 1% of any amount actually received against equity or other funding convertible into equity at the closing of the transaction and until 13 months thereafter (to be paid after reaching an aggregated received amount of 27 million, or at the end of such 13 months, the earlier thereof). (2) Exit fee - in the occurrence of the first M&A event (as such event is defined in such agreement to include mergers, sale of all or substantially all the assets of the Company and similar event) after the closing of the BCA with SPAC, the Company is to pay a cash amount equal to 1.5 % of the amount received or transferred. This will not apply to any future offer of shares, merger or sale of assets thereafter. 3. On March 2, 2023, the Group signed an amendment that postponed the Bonus payment from borrowing from related party to March 31, 2024 (see Note 11). 4. In February 2023, SMX PLC entered a Standby Equity Facility to raise up to USD $ 25,000 thousand of common stock over the course of 36 months. SMX PLC will issue to the investor the common stock at a purchase price as one of two options (i) equal to 96 % of the weighted average price (“VWAP”) of the common stock during the applicable pricing period (ii) equal to 97 % of the lowest VWAP of the common stock during a pricing period of 3 consecutive trading days commencing on the relevant period. SMX PLC issued in advance part of the common stocks for proceeds of 3,500 as follows (i) 1,500 at the initial closing (was received on March 2023) (ii) 2,000 upon effectiveness of a registration statement that was initially filed in March 2023. 5. During 2023, the Company entered into an additional bridge loan agreement (the “Additional Bridge Loans”), in which the Company raised an aggregate amount of 550 . The Additional Bridge Loans have a maturity date of up to two years and bears interest rate of 10 % per annum. 6. In March 2023, the Group signed an addendum to the Bridge Loans agreements (see also Note 12) which converted $ 1,350 into common shares and deferred the remaining cash payments to March 31, 2024. 7. On March 7, 2023, certain of the Company’s Convertible Notes (see also Note 6) were converted to 1,000,000 ordinary shares of the Company. 8. The financial statements were authorized for issuance on April 25, 2023. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
Basis of preparation | Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). Separate statements of comprehensive income, changes in equity, and cash flows have not been presented because the Corporation has not engaged in any activities except in connection with its formation. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are considered by the Company to be highly liquid investments, including, inter alia, short-term deposits with banks and the maturity of which do not exceed three months at the time of deposit, and which are not restricted. |
Foreign currency | Foreign currency The financial statements are prepared in EURO which is the presentation and functional currency of the Company. |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
Basis of preparation | Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared under the historical cost convention except for certain financial liabilities which are measured at fair value until conversion. The Company has elected to present the statement of comprehensive income using the function of expense method. |
Principles of consolidation | Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Security Matters Limited as of December 31, 2022 and 2021 and the results of all subsidiaries for the three years in the period then ended. Security Matters Limited and its subsidiaries together are referred to in these financial statements as the Group or the “consolidated entity”. Subsidiaries are all those entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and until the date that control is lost. Intercompany transactions between entities in the consolidated entity are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. |
Accounting Estimates and Assumptions | Accounting Estimates and Assumptions The preparation of the consolidated financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities and expenses. These estimates and underlying assumptions are reviewed regularly. Changes in accounting estimates are reported in the period of the change in estimate. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 3. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are considered by the Group to be highly liquid investments, including, inter alia, short-term deposits with banks and the maturity of which do not exceed three months at the time of deposit, and which are not restricted. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): |
Foreign currency | Foreign currency The consolidated financial statements are prepared in US Dollars which is the presentation currency of the Group. Security Matters Limited’s functional currency is Australian Dollars. The functional currency of Security Matters Ltd. (Israel) is New Israeli Shekels. The functional currency of Security Matters Canada Ltd. Is Canadian Dollars. The functional currency of Security Matters France Ltd. Is Euro. The functional currency of SMX Beverages Pty Ltd. Is Australian Dollars. Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 (“The Effects of Changes in Foreign Exchange Rates”). Accordingly, transactions and balances have been converted as follows: ● Assets and liabilities – at the rate of exchange applicable at the reporting date; ● Expense items – at annual average rate at the statements of financial position date. ● Share capital, capital reserve and other capital movement items were at rate of exchange as of the date of recognition of those items. ● Accumulated deficit was based on the opening balance for the beginning of the reporting period in addition to the movements mentioned above. ● Exchange gains and losses from the aforementioned conversion are recognized in the statement of other comprehensive lose in Foreign Currency Translation Reserve. |
Investments in associated companies | Investments in associated companies Investments in associated companies are accounted under the equity method and are initially recognized at cost. The investment’s cost includes transaction costs. The consolidated financial statements include the Group’s share in net income or loss, in other comprehensive income or loss, and in the net assets of associated companies accounted by the equity method from the date when significant influence or joint control materialized, until the date on which the conditions for significant influence or joint control are no longer met. Losses of an associate in amounts which exceed its equity are recognized by the Company to the extent of its investment in the associate plus any losses that the Company may incur as a result of a guarantee or other financial support provided in respect of the associate. |
Loss per share | Loss per share Basic loss per share Basic loss per share is calculated by dividing the net loss attributable to the owners of Security Matters Limited, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year . Diluted earnings per share Potential ordinary shares are included in the computation of diluted earnings per share when their conversion decreases earnings per share. Potential Ordinary shares that are converted during the period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per share. |
Governmental grants | Governmental grants Government grants received for the use of research and development activities, for which the Group undertook to pay royalties to the state, contingent on future sales arising from this financing, were treated as forgivable loans. The grant was recognized as a liability in the financial statements, except when there is reasonable assurance that the Group will comply with the conditions for the forgiveness of the loan, then it would be recognized as a government grant. When the loan bears a below-market rate of interest, the liability is recognized at its fair value in accordance with the market interest rate prevailing at the time of receiving the grant. The difference between the consideration received and the liability recognized at inception was treated as a government grant and recognized as a reimbursement of research expenses. The repayment of the liability to the state is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): |
Fair value measurement | Fair value measurement Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: A. In the principal market for the asset or liability; or B. In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. |
Classification of financial instruments by fair value hierarchy | Classification of financial instruments by fair value hierarchy The financial instruments presented in the statements of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 - Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). |
Financial assets | Financial assets The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group’s accounting policy for each category is as follows: Other receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services, but also incorporate other types of contractual monetary asset. These assets are carried at amortized cost less any provision for impairment. The Group has no financial assets classified at Fair value through profit or loss. |
Financial liabilities | Financial liabilities financial liabilities measured at amortized cost: Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest rate method, which ensures that any interest expense over the period is at a constant interest rate on the balance of the liability carried in the statement of financial position, except for measured at fair value through profit or loss: These financial liabilities comprise of derivatives that are options which are to be settled in equity instruments but nevertheless do not meet the definitions of equity instrument. At initial recognition, the Group measures those financial liabilities at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): |
Impairment of financial assets | Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on financial assets which are either measured at amortized cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognized is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. The loss allowance is recognized in profit or loss. |
Impairment of non-financial assets | Impairment of non-financial assets Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. |
Property, plant and equipment | Property, plant and equipment Items of property, plant and equipment are initially recognized at cost. Cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. Depreciation is computed by the straight-line method, based on the estimated useful lives of the assets, as follows: SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT % Computers 33 Machines and equipment 20 Furniture and office equipment 10 Leasehold improvements 5 Leasehold improvements are depreciated over the term of the expected lease including optional extension, or the estimated useful lives of the improvements, whichever is shorter. |
Reimbursement of research and development expenses | Reimbursement of research and development expenses Reimbursements in proof of concept (POC) agreements of expenditures on research and development in order to achieve commercial agreement once this activity will be result successful, are offset in profit or loss against the related expenses (research and development expenses). Any IP generated from this activity remains at the ownership of the Group. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): |
Right-of-use assets | Right-of-use assets All leases are accounted for by recognizing a right-of-use asset and a lease liability, excluding leases where the lease term is 12 months or less, or where the underlying asset is of low-value. These leases expenditures are recognized on a straight-line basis over the lease term. A right-of-use asset is recognized at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. |
Lease liabilities | Lease liabilities All leases are accounted for by recognizing a right-of-use asset and a lease liability. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate implicit in the lease unless (as is typically the case) this is not readily determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes: ● amounts expected to be payable under any residual value guarantee. ● the exercise price of any purchase option granted in favor of the Group if it is reasonably certain to exercise that option. ● any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease the remeasurement being recognized in front of the right of use assets. |
Employee benefits | Employee benefits The Group has several employee benefit plans as to Israeli employees: 1. Short-term employee benefits: Short-term employee benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Group has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans. The Group has defined for most of its employees contribution plans pursuant to Section 14 to the Israel Severance Pay Law since 2004 under which the Group pays fixed contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. Contributions to the defined contribution plan in respect of severance or retirement pay are recognized as an expense simultaneously with receiving the employee’s services and no additional provision is required in the financial statements except for the unpaid contribution. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): |
Intangible assets | Intangible assets Intangible assets include capitalized technology development costs. Expenditures on research activities are recognized in profit or loss as incurred. Expenditures on internally developed products are mainly employee salaries and legal fees for filing of patents and are capitalized when the Group demonstrates all the following criteria: a. The technical feasibility of completing the intangible asset so that it will be available for use or sale. b. The intention to complete the intangible asset and use or sell it. c. The ability to use or sell the intangible asset. d. The probability of the intangible asset to generate future economic benefits. Among other things, the Group considers the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. e. The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. f. The ability to measure reliably the expenditures attributable to the intangible asset during its development. The recognition criteria above are considered by the Group at each stage of development to determine when the criteria have been initially met in full. The technical feasibility criteria is determined to be met when the milestone of initial marking and reading capabilities is satisfied. The milestone’s identification occurs only following a detailed broad mapping of the raw material characteristics and establishing the formula for the chemical marker architecture to be embedded into the raw material based on industry standards and regulations. The result is the initial evidence that the x-ray algorithm of the designated reader is in a stage that can identify the marker and convey information. At this stage, the Group believes that the technical feasibility of completing the development for use is probable. The Group notes that technical feasibility has been established and the achieved technology is ready for the next stage which consists of performing a proof-of-concept pilot with an industry partner, in order to adapt the technology for the relevant industry and adjust the development to meet the industry’s needs. Currently, the Group’s capitalized development activities focus on: 1. Development of marker architecture to be embedded topically or in-situ (application) for each material/product within the optimal industrial manufacturing phase, based on industry standards and regulations. 2. Semi Industrial scale – technology implementation in semi-industrial production. 3. Development of a digital platform to support the end-to-end traceability from raw material to final product to recycling. The Group’s management has the full intention to complete the development of the technology and ultimately to sell it. This intention is demonstrated by initiating partnerships with industry market leaders and continuing the development into the next phase. The Group’s intention is also reflected in the Group’s approved budget. The Group’s management intends to concentrate its future sales and marketing efforts in the U.S. market, including recruitment of sales and marketing personnel. It plans to advance successful proof-of-concept pilots performed with industry leading partners, and further advance its innovative technology and commercialization efforts and collaborations in the segments relevant to its technology. The Group’s business model targets leading brands and manufacturers in order to create a new market standard for circular economy solutions, brand authentication and supply chain integrity. The Group’s technology is applicable for multiple industries such as gold, fashion, electronics and circular economy – plastic and rubber. The Group is able to provide an adaptive solution for multiple market segments, based on a unified technology solution, through collaborative relationships with leading market companies which provide it with access to various potential entities to sell its solution. This is part of the Group’s strategy to create strategic partnerships with market leaders across its main segments of activity. The Group believes that this close collaboration with market leaders, and developing a product that meets their requests, suggest that there is a strong potential market for its development. SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONT.): Intangible assets (Cont.) Adequate technical and financial resources are available to complete the development; the development will be completed by the Group’s technology team which consists of professional experienced scientists and engineers, with a track record in the industrial sector and with financial resources successfully raised through the issuance of ordinary shares and loans. The Group has already accomplished its core technology development and is currently focused on development of specific adjustments for different market segments. This stage is focused and short-termed, therefore, management believes that limited financial resources are required for completing the development and that there is high probability for commencing commercial agreements following the successful proof-of-concept pilots. The Group has financial systems in place that allow it to maintain records in sufficient detail that enable it to measure reliably the expenditures attributable to the intangible asset during its development. Development expenditures not satisfying all the above criteria are recognized in the consolidated statement of comprehensive income as incurred. Subsequent measurement In subsequent periods, capitalized development expenditures are measured at cost less accumulated amortization and accumulated impairment losses. An asset is ready for its intended use, when the developed technology becomes operational and the Group completes an initial customization for a client’s specific needs, which means that the technology is fully implemented in the customer’s manufacturing processes and ready for its intended use. The management estimates that in approximately two years such customization will be completed, and amortization will commence. Intangible assets with a finite useful life are amortized over their estimated useful lives and reviewed for impairment whenever there is an indication that the asset may be impaired. The amortization period and the amortization method for intangible assets are reviewed at least at each year end. The carrying amount of these assets is reviewed whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. An expenditure incurred in development activities, including the Group’s software development is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates, the expenditure will lead to new or substantially improved products, the products are technically and commercially feasible and the Group has sufficient resources to complete the development and reach the stage for which the product is ready for use. All other expenditure, including those incurred in order to maintain an intangible assets current level of performance, is expensed as incurred. |
Share-based compensation | Share-based compensation The Group measures the share-based expense and the cost of equity-settled transactions with employees and service providers by reference to the fair value of the equity instruments at the date at which they are granted. The Group selected the Black-Scholes model as the Group’s option pricing model to estimate the fair value of the Group’s options awards. The model is based on share price, grant date and on assumptions regarding expected volatility, expected life of the options, expected dividend, and a no risk interest rate. As for granted options which are settled in equity instruments, the fair value of the options at the grant date is charged to the statement of comprehensive loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. |
New standards, interpretations and amendments not yet effective | New standards, interpretations and amendments not yet effective The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. The following amendments are effective for the period beginning January 1, 2023: ● Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2); ● Definition of Accounting Estimates (Amendments to IAS 8); and ● Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12). The following amendments are effective for the period beginning January 1, 2024: ● IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback) ● IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-current) ● IAS 1 Presentation of Financial Statements (Amendment – Non-current Liabilities with Covenants) The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT % Computers 33 Machines and equipment 20 Furniture and office equipment 10 Leasehold improvements 5 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF OTHER CURRENT ASSETS | SCHEDULE OF OTHER CURRENT ASSETS December 31, 2022 December 31, 2021 Prepaid expenses (*) 3,157 454 Tax authorities 358 280 Proof of concept receivables 86 116 Other 72 70 Total 3,673 920 * The prepaid expenses include 3,123 for December 31, 2022, which related to the anticipated SPAC transaction costs (refer to Note 1). |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Leasehold improvements Machines and Equipment Furniture and Office Equipment Computers Right of use assets Total Cost At January 1, 2022 81 1,233 83 99 628 2,124 Additions - 135 - 17 49 201 Deductions (21 ) (21 ) Depreciation 4 202 7 19 39 271 Currency translation adjustments (18 ) (221 ) (18 ) (14 ) (64 ) (335 ) At December 31, 2022 63 1,147 65 102 592 1,969 Accumulated depreciation At January 1, 2022 20 645 33 72 162 932 Depreciation 4 202 7 19 39 271 Currency translation adjustments (6 ) (148 ) (9 ) (17 ) (23 ) (203 ) At December 31, 2022 18 699 31 74 178 1,000 Net book value at December 31, 2022 45 448 34 28 414 969 Leasehold improvements Machines and Equipment Furniture and Office Equipment Computers Right of use assets Total Cost At January 1, 2021 69 847 73 72 606 1,667 Additions 3 275 1 18 - 297 Depreciation 5 187 7 16 72 287 Currency translation adjustments 9 111 9 9 22 160 At December 31, 2021 81 1,233 83 99 628 2,124 Accumulated depreciation At January 1, 2021 13 399 23 49 85 569 Depreciation 5 187 7 16 72 287 Currency translation adjustments 2 59 3 7 5 76 At December 31, 2021 20 645 33 72 162 932 Net book value at December 31, 2021 61 588 50 28 466 1,192 |
INVESTMENTS IN ASSOCIATED COM_2
INVESTMENTS IN ASSOCIATED COMPANIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF INFORMATION ABOUT CONSOLIDATED STRUCTURED ENTITIES | Reconciliation of the consolidated entity’s carrying amount SCHEDULE OF INFORMATION ABOUT CONSOLIDATED STRUCTURED ENTITIES December 31, 2022 December 31, 2021 December 31, 2020 Security Matters Limited’s share of net assets 115 248 249 Company’s share in net profits (losses) of associated companies 106 (101 ) (1 ) Closing carrying amount 221 147 248 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SUMMARY OF INTANGIBLE ASSETS NET | SUMMARY OF INTANGIBLE ASSETS NET Capitalization of development cost Purchased license Total US$ in thousands US$ in thousands US$ in thousands COST As of January 1, 2022 4,024 - 4,024 Cost, beginning balance 4,024 - 4,024 Capitalized development cost 975 721 1,696 Currency translation adjustments (500 ) (66 ) (566 ) As of December 31, 2022 4,499 655 5,154 Cost, ending balance 4,499 655 5,154 Accumulated amortization As of January 1, 2022 116 - 116 Accumulated amortization, beginning balance 116 - 116 Amortization 14 - 14 Currency translation adjustments (3 ) - (3 ) As of December 31, 2022 127 - 127 Accumulated amortization, ending balances 127 - 127 Net book value as of December 31, 2022 4,372 655 5,027 Net book value 4,372 655 5,027 SECURITY MATTERS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands, except per share data) NOTE 8 – Intangible assets, NET Capitalization of development cost US$ in thousands COST As of January 1, 2021 2,332 Cost, beginning balance 2,332 Capitalized development cost 1,468 Currency translation adjustments 224 As of December 31, 2021 4,024 Cost, ending balance 4,024 Accumulated amortization As of January 1, 2021 88 Accumulated amortization, beginning balance 88 Amortization 28 As of December 31, 2021 116 Accumulated amortization, ending balance 116 Net book value as of December 31, 2021 3,908 Net book value 3,908 |
LEASES (Tables)
LEASES (Tables) - Security Matters Limited [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF RIGHT OF USE ASSETS | Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period: SCHEDULE OF RIGHT OF USE ASSETS Office and lab facilities Motor vehicles Total At January 1, 2022 446 20 466 Right-of-use assets, beginning balance 446 20 466 Additions 49 — 49 Foreign currency translation (35 ) (6 ) (41 ) Deductions (7 ) (14 ) (21 ) Depreciation expense (39 ) — (39 ) As at December 31, 2022 414 — 414 Right-of-use 414 — 414 |
SCHEDULE OF LEASE LIABILITY | Set out below are the carrying amounts of lease liabilities and the movements during the period: SCHEDULE OF LEASE LIABILITY December 31, 2022 December 31, 2021 At January 1, 503 589 Lease liability, beginning balance 503 589 Additions 49 — Deductions (21 ) — Accretion of interest 51 47 Foreign exchange differences (57 ) (35 ) Lease Payments (55 ) (98 ) As at December 31, 470 503 Lease liability, ending balance 470 503 Current 30 37 Non-current 440 466 |
SCHEDULE OF CARRYING AMOUNTS OF LEASE LIABILITIES RECOGNIZED IN PROFIT OR LOSS | The following are the amounts recognized in profit or loss: SCHEDULE OF CARRYING AMOUNTS OF LEASE LIABILITIES RECOGNIZED IN PROFIT OR LOSS December 31, 2022 December 31, 2021 Depreciation expense of right-of-use assets 39 72 Interest expense on lease liabilities 51 47 Foreign Exchange different 16 (35 ) Expense relating to short-term leases - - Total amount recognized in profit or loss 106 84 |
OTHER PAYABLES (Tables)
OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF OTHER PAYABLES | SCHEDULE OF OTHER PAYABLES December 31, 2022 December 31, 2021 Employees, salaries and related liabilities 392 500 Related party 56 24 Liabilities for grants received (Note 19) 50 30 Accrued expenses — 49 Derivative financial liability (Note 13) — 32 Other 152 38 Total 650 673 |
BORROWINGS FROM RELATED PARTI_2
BORROWINGS FROM RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF BORROWINGS FROM RELATED PARTIES | SCHEDULE OF BORROWINGS FROM RELATED PARTIES December 31, 2022 December 31, 2021 Balance at January 1, 270 280 Borrowings from related parties, beginning balance 270 280 Payment of borrowings (172 ) (103 ) Provision for bonus (include interest) 621 89 Exchange rate differences (9 ) 4 Balance at December 31, 710 270 Borrowings from related parties, ending balance 710 270 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF ORDINARY SHARES | SCHEDULE OF ORDINARY SHARES Number of shares December 31, 2022 July 1, 2022 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares USD 0.0001 500,000,000 1 500,000,000 1 Deferred Shares 1 25,000 25,000 - - |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF ORDINARY SHARES | SCHEDULE OF ORDINARY SHARES Number of shares December 31, 2022 December 31, 2021 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 167,854,581 167,854,581 165,532,264 165,532,264 |
SCHEDULE OF SHARE OPTION GRANTED | SCHEDULE OF SHARE OPTION GRANTED Year ended December 31, 2022 Year ended December 31, 2021 Number of options (in thousands) Weighted average Exercise price (AUD) Number of options (in thousands) Weighted average Exercise price (AUD) Outstanding at beginning of year 11,280 0.27 9,530 0.23 Issue of options 1,000 0.27 1,850 0.45 Expired (7,600 ) 0.22 (100 ) 0.34 Outstanding at end of year 4,680 0.35 11,280 0.27 Exercisable options 2,835 0.28 4,318 0.27 |
SCHEDULE OF OPTIONS TO EMPLOYEES OUTSTANDING | The options to employees outstanding as of December 31, 2022, are comprised, as follows: SCHEDULE OF OPTIONS TO EMPLOYEES OUTSTANDING Exercise price (AUD) Outstanding as of December 31, 2022 Weighted average remaining contractual term Exercisable as of December 31, 2022 Weighted average remaining contractual term (years) (years) 0.12 - 0.2 800 4.59 400 4.64 0.2 955 0.67 878 0.67 0.31 - 0.357 2075 2.56 1432 2.15 0.6 100 2.24 100 2.24 0.7 750 3.97 25 3.74 4,680 2,835 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 2,166 1,795 1,186 Subcontractors and consultants 374 631 509 Research expenses 316 252 155 Depreciation and amortization 255 287 243 Share based compensation 127 100 47 Travel expenses 50 42 11 Freight 30 23 33 Other 6 - 53 Reimbursement from paid pilots and proof of concept projects (1,426 ) (1,091 ) (548 ) Total 1,898 2,039 1,689 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES December 31, 2022 December 31, 2021 December 31, 2020 Professional services 1,105 1,089 1,257 Wages and salaries related 935 752 409 Travel expenses 223 - 65 Office and maintenance 145 116 120 Share based compensation 137 331 436 Insurance 60 102 101 Depreciation and amortization 35 28 16 Other 83 64 43 Total 2,723 2,482 2,447 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE December 31, 2022 December 31, 2021 December 31, 2020 Reconciliation of income tax at the statutory rate Loss before income tax (6,184 ) (4,939 ) (4,573 ) Theoretical tax rate of 27.5 % (1,701 ) (1,358 ) (1,257 ) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible expenditure and others 335 118 132 Unrecognized temporary differences and tax losses for which deferred tax weren’t recognized 1,366 1,240 1,125 Income tax / (benefit) — — — |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF LOSS PER SHARE | SCHEDULE OF LOSS PER SHARE December 31, 2022 December 31, 2021 December 31, 2020 Net loss attributable to the owners of the company (6,184 ) (4,939 ) (4,573 ) Basic and diluted loss per share (0.04 ) (0.03 ) (0.04 ) Weighted average number of ordinary shares Weighted average number of ordinary shares used in calculating basic and diluted loss per share 167,855 151,850 125,960 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) - Security Matters Limited [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF KEY MANAGEMENT PERSONNEL | The totals of remuneration paid to Key Management Personnel and related parties during the years are as follows : SCHEDULE OF KEY MANAGEMENT PERSONNEL 1. Transactions with related parties: December 31, 2022 December 31, 2021 Issuance of options to related party 721 - Short-term salary and fees 508 475 Loan repayment 172 103 Share based payments 98 105 Post-employment retirement benefits 94 92 Payment for Administrative services 36 39 Non-monetary benefits 29 11 Proof of Concept projects paid by affiliated companies (1,064 ) (695 ) Total (594 ) 130 |
SCHEDULE OF BALANCE WITH RELATED PARTIES | SCHEDULE OF BALANCE WITH RELATED PARTIES 2. Balance with related parties: December 31, 2022 December 31, 2021 Key management Salary and related (99 ) (86 ) Directors Salary and related (82 ) (11 ) Shareholders Borrowings from related parties (710 ) (270 ) Shareholders Other accounts payable (56 ) (24 ) Joint Ventures Other receivables 59 74 Joint Ventures Investment in subsidiary 221 147 (667 ) (170 ) |
GOVERNMENT GRANTS (Tables)
GOVERNMENT GRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF GOVERNMENT GRANTS | SCHEDULE OF GOVERNMENT GRANTS December 31, 2022 December 31, 2021 Short term liability at year end 50 30 Long term liability at year end 85 85 Total 135 115 |
CONTROLLED ENTITIES (Tables)
CONTROLLED ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF ASSETS AND LIABILITIES | SCHEDULE OF ASSETS AND LIABILITIES Controlled entity Country of Incorporation Percentage Owned December 31, 2022 Percentage Owned December 31, 2021 Security Matters Ltd. Israel 100 % 100 % Security Matters Canada Ltd. Canada 100 % 100 % Security Matters France Ltd. France 100 % 100 % SMX Beverages Pty Ltd. Australia 100 % 50 % |
FINANCIAL INSTRUMENTS AND RIS_2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables) - Security Matters Limited [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF FOREIGN CURRENCY RISK | The carrying amounts of the Group foreign currency denominated monetary liability at the reporting date are as follows: SCHEDULE OF FOREIGN CURRENCY RISK Assets Liabilities December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 USD 1,214 481 (99 ) — EUR 28 135 (73 ) — 1,242 616 (172 ) — |
SCHEDULE OF SENSITIVITY ANALYSIS PROFIT AND OTHER EQUITY | SCHEDULE OF SENSITIVITY ANALYSIS PROFIT AND OTHER EQUITY December 31, 2022 December 31, 2021 Assets less liabilities 1,115 481 10 % 10 % 112 48 |
SCHEDULE OF FINANCIAL ASSETS AND IMPACT OF CREDIT EXPOSURE | The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: SCHEDULE OF FINANCIAL ASSETS AND IMPACT OF CREDIT EXPOSURE December 31, 2022 December 31, 2021 Cash and cash equivalents 1,398 4,171 Other receivables 158 920 Total 1,556 5,091 |
SCHEDULE OF UNDISCOUNTED FINANCIAL LIABILITIES | SCHEDULE OF UNDISCOUNTED FINANCIAL LIABILITIES As of December 31, 2022 Less than 1 year 1-5 years Over 5 years Financial liabilities at amortized cost Trade and other payables 3,622 — — Bridge loans (Note 23) — 989 — Government grants 75 84 — Lease liability 72 371 270 Borrowings 710 — — Total 4,479 1,444 270 As of December 31, 2021 Less than 1 year 1-5 years Over 5 years Financial liabilities at amortized cost Trade and other payables 1,589 — — Lease liability 37 272 193 Borrowings 270 — — Total 1,896 272 193 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Security Matters Limited [Member] | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |
SCHEDULE OF UNOBSERVABLE FOR ASSETS OR LIABILITY | SCHEDULE OF UNOBSERVABLE FOR ASSETS OR LIABILITY As of December 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities Derivative financial liabilities (Note 22) — — 2,693 2,693 Total — — 2,693 2,693 As of December 31, 2021 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities Derivative financial liability — 32 — 32 Total — 32 — 32 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - Lionheart [Member] - Business Combination Agreement [Member] - Security Matters Limited [Member] $ in Thousands | Jul. 26, 2022 USD ($) |
IfrsStatementLineItems [Line Items] | |
Redemption percentage of business combination | 97.58% |
Remaining funds in trust account | $ 3,061 |
Acquisition-related costs for transaction recognised separately from acquisition of assets and assumption of liabilities in business combination | $ 17,300 |
SCHEDULE OF DEPRECIATION RATES
SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT (Details) - Security Matters Limited [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Computer equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Depreciation rate, property, plant and equipment | 33% |
Machinery [member] | |
IfrsStatementLineItems [Line Items] | |
Depreciation rate, property, plant and equipment | 20% |
Furniture and Office Equipment [Member] | |
IfrsStatementLineItems [Line Items] | |
Depreciation rate, property, plant and equipment | 10% |
Leasehold improvements [member] | |
IfrsStatementLineItems [Line Items] | |
Depreciation rate, property, plant and equipment | 5% |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Total | $ 3,673 | $ 920 | |
Security Matters Limited [Member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Prepaid expenses | [1] | 3,157 | 454 |
Tax authorities | 358 | 280 | |
Proof of concept receivables | 86 | 116 | |
Other | 72 | 70 | |
Total | $ 3,673 | $ 920 | |
[1]The prepaid expenses include |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) (Parenthetical) $ in Thousands | Dec. 31, 2022 USD ($) |
Special Purpose Acquisition Company [Member] | Security Matters Limited [Member] | |
IfrsStatementLineItems [Line Items] | |
Current prepaid expenses | $ 3,123 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | $ 1,192 | |
Property and equipment, ending balance | 969 | $ 1,192 |
Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 1,192 | |
Property and equipment, ending balance | 969 | 1,192 |
Gross carrying amount [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 2,124 | 1,667 |
Additions | 201 | 297 |
Deductions | (21) | |
Depreciation | 271 | 287 |
Currency translation adjustments | (335) | 160 |
Property and equipment, ending balance | 1,969 | 2,124 |
Accumulated Depreciation [Member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 932 | 569 |
Depreciation | 271 | 287 |
Currency translation adjustments | (203) | 76 |
Property and equipment, ending balance | 1,000 | 932 |
Leasehold improvements [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 61 | |
Property and equipment, ending balance | 45 | 61 |
Leasehold improvements [member] | Gross carrying amount [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 81 | 69 |
Additions | 3 | |
Depreciation | 4 | 5 |
Currency translation adjustments | (18) | 9 |
Property and equipment, ending balance | 63 | 81 |
Leasehold improvements [member] | Accumulated Depreciation [Member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 20 | 13 |
Depreciation | 4 | 5 |
Currency translation adjustments | (6) | 2 |
Property and equipment, ending balance | 18 | 20 |
Machinery [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 588 | |
Property and equipment, ending balance | 448 | 588 |
Machinery [member] | Gross carrying amount [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 1,233 | 847 |
Additions | 135 | 275 |
Depreciation | 202 | 187 |
Currency translation adjustments | (221) | 111 |
Property and equipment, ending balance | 1,147 | 1,233 |
Machinery [member] | Accumulated Depreciation [Member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 645 | 399 |
Depreciation | 202 | 187 |
Currency translation adjustments | (148) | 59 |
Property and equipment, ending balance | 699 | 645 |
Furniture and Office Equipment [Member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 50 | |
Property and equipment, ending balance | 34 | 50 |
Furniture and Office Equipment [Member] | Gross carrying amount [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 83 | 73 |
Additions | 1 | |
Depreciation | 7 | 7 |
Currency translation adjustments | (18) | 9 |
Property and equipment, ending balance | 65 | 83 |
Furniture and Office Equipment [Member] | Accumulated Depreciation [Member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 33 | 23 |
Depreciation | 7 | 7 |
Currency translation adjustments | (9) | 3 |
Property and equipment, ending balance | 31 | 33 |
Computer equipment [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 28 | |
Property and equipment, ending balance | 28 | 28 |
Computer equipment [member] | Gross carrying amount [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 99 | 72 |
Additions | 17 | 18 |
Depreciation | 19 | 16 |
Currency translation adjustments | (14) | 9 |
Property and equipment, ending balance | 102 | 99 |
Computer equipment [member] | Accumulated Depreciation [Member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 72 | 49 |
Depreciation | 19 | 16 |
Currency translation adjustments | (17) | 7 |
Property and equipment, ending balance | 74 | 72 |
Right-of-use assets [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 466 | |
Property and equipment, ending balance | 414 | 466 |
Right-of-use assets [member] | Gross carrying amount [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 628 | 606 |
Additions | 49 | |
Deductions | (21) | |
Depreciation | 39 | 72 |
Currency translation adjustments | (64) | 22 |
Property and equipment, ending balance | 592 | 628 |
Right-of-use assets [member] | Accumulated Depreciation [Member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 162 | 85 |
Depreciation | 39 | 72 |
Currency translation adjustments | (23) | 5 |
Property and equipment, ending balance | $ 178 | $ 162 |
CONVERTIBLE NOTE (Details Narra
CONVERTIBLE NOTE (Details Narrative) $ in Thousands | 1 Months Ended | |||||||||
May 31, 2022 USD ($) shares | May 31, 2022 AUD ($) shares | Mar. 07, 2023 shares | Dec. 31, 2022 USD ($) | Aug. 31, 2022 shares | Jul. 31, 2022 shares | May 31, 2022 AUD ($) | Dec. 31, 2021 USD ($) shares | Oct. 31, 2021 shares | May 31, 2021 shares | |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||||||||||
Convertible note | $ | $ 563,000 | |||||||||
Security Matters Limited [Member] | ||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||||||||||
Number of convertible notes issued | 828,240 | 828,240 | ||||||||
Face value of convertible notes | $ 700 | $ 1 | ||||||||
Issue of convertible instruments | $ 569,000 | $ 828 | ||||||||
Convertible notes maturity period | 6 months | 6 months | ||||||||
Convertible note conversion price description | (i) if the Company executes a binding agreement for an M&A transaction or receives USD 20 million or more in return for the issuance of shares on or before December 31, 2022, the principal amount of each Convertible Note will automatically be converted into shares in the Company. The issuance price per share will be calculated at a 20% discount to the higher of the offer price or price paid by the investors participating in the qualified transaction, as such term is defined in the Convertible Notes agreement, subject to a floor cap of no lower than AUD 0.15 (USD 0.11) per share. In July 2022, the Company entered into a Business Combination Agreement that will be subject to de-listing of the Company’s ordinary share capital from the Australian Stock Exchange following receiving an Australian court approval of the future merger (ii) if the Company has not executed a binding agreement for a qualified transaction until December 31, 2022, the Convertible Notes balance will automatically convert into ordinary shares at that date. The issuance price per share will be calculated at a 20% discount to the 5-21 day volume weighted average price to December 31, 2022, as such term is defined in the Convertible Notes agreement, subject to a cap of no lower than AUD 0.15 (USD 0.11) per share, and on December 31, 2022 the investors will also be issued unlisted two year options on a 1:2 basis with an exercise price of AUD 0.45 (USD 0.32) per share. | (i) if the Company executes a binding agreement for an M&A transaction or receives USD 20 million or more in return for the issuance of shares on or before December 31, 2022, the principal amount of each Convertible Note will automatically be converted into shares in the Company. The issuance price per share will be calculated at a 20% discount to the higher of the offer price or price paid by the investors participating in the qualified transaction, as such term is defined in the Convertible Notes agreement, subject to a floor cap of no lower than AUD 0.15 (USD 0.11) per share. In July 2022, the Company entered into a Business Combination Agreement that will be subject to de-listing of the Company’s ordinary share capital from the Australian Stock Exchange following receiving an Australian court approval of the future merger (ii) if the Company has not executed a binding agreement for a qualified transaction until December 31, 2022, the Convertible Notes balance will automatically convert into ordinary shares at that date. The issuance price per share will be calculated at a 20% discount to the 5-21 day volume weighted average price to December 31, 2022, as such term is defined in the Convertible Notes agreement, subject to a cap of no lower than AUD 0.15 (USD 0.11) per share, and on December 31, 2022 the investors will also be issued unlisted two year options on a 1:2 basis with an exercise price of AUD 0.45 (USD 0.32) per share. | ||||||||
Convertible note | $ | $ 563,000 | |||||||||
Number of shares issued | 2,000,000 | 1,774,744 | 8,938,666 | 15,270,249 | ||||||
Security Matters Limited [Member] | Major ordinary share transactions [member] | ||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||||||||||
Convertible notes convered into ordinary shares | 1,000,000 | |||||||||
Security Matters Limited [Member] | Convertible Notes Agreements [Member] | ||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||||||||||
Number of shares issued | 1,000,000 |
SCHEDULE OF INFORMATION ABOUT C
SCHEDULE OF INFORMATION ABOUT CONSOLIDATED STRUCTURED ENTITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Closing carrying amount | $ 221 | $ 147 | |
Security Matters Limited [Member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Closing carrying amount | 221 | 147 | $ 248 |
Security Matters Limited [Member] | Security Matters Limited's share of net assets [member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Closing carrying amount | 115 | 248 | 249 |
Security Matters Limited [Member] | Company's share in net profits (losses) of associated companies [member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Company’s share in net profits (losses) of associated companies | $ 106 | $ (101) | $ (1) |
INVESTMENTS IN ASSOCIATED COM_3
INVESTMENTS IN ASSOCIATED COMPANIES (Details Narrative) - Security Matters Limited [Member] | 12 Months Ended | ||||
Dec. 24, 2021 AUD ($) shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 24, 2021 USD ($) | Dec. 24, 2021 AUD ($) $ / shares | |
SMX Beverages Pty Ltd [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Proportion of ownership interest in joint venture | 50% | ||||
Exercise of stock options shares | shares | 8,000,001 | ||||
Exercise price of outstanding share options | $ / shares | $ 0.4 | ||||
Weighted average remaining contractual life of outstanding share options | Mar. 25, 2027 | ||||
Consideration transferred, acquisition-date fair value | $ 721,424 | $ 960,000 | |||
Description of risk free interest rate percentage | 2.50% | ||||
Options expected life | 5 years | ||||
Global BevCo Pty Ltd. [member] | Consulting agreement [member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Consulting fees | $ | $ 13,500 | ||||
Percentage of entitys revenue | 5% | ||||
Yahaloma Technologies Inc [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Country of incorporation | Canada | ||||
Proportion of ownership interest in associate | 50% | 50% | |||
True Gold Consortium Pty Ltd [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Country of incorporation | Australia | ||||
Proportion of ownership interest in associate | 44.40% | 45.50% | |||
SMX Beverages Pty Ltd [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Country of incorporation | Australia | ||||
Proportion of ownership interest in associate | 100% | 50% |
SUMMARY OF INTANGIBLE ASSETS NE
SUMMARY OF INTANGIBLE ASSETS NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Net book value | $ 5,027 | $ 3,908 |
Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Amortization | 145 | |
Net book value | 5,027 | |
Capitalised development expenditure [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 4,372 | 3,908 |
Licences [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 655 | |
Gross carrying amount [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Cost, beginning balance | 4,024 | |
Capitalized development cost | 1,696 | |
Currency translation adjustments | (566) | |
Cost, ending balance | 5,154 | 4,024 |
Currency translation adjustments | 566 | |
Gross carrying amount [member] | Capitalised development expenditure [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Cost, beginning balance | 4,024 | 2,332 |
Capitalized development cost | 975 | 1,468 |
Currency translation adjustments | (500) | (224) |
Cost, ending balance | 4,499 | 4,024 |
Currency translation adjustments | 500 | 224 |
Gross carrying amount [member] | Licences [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Cost, beginning balance | ||
Capitalized development cost | 721 | |
Currency translation adjustments | (66) | |
Cost, ending balance | 655 | |
Currency translation adjustments | 66 | |
Accumulated Depreciation Amortisation [Member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Currency translation adjustments | (3) | |
Accumulated amortization, beginning balance | 116 | |
Amortization | 14 | |
Accumulated amortization, ending balance | 127 | 116 |
Currency translation adjustments | 3 | |
Accumulated Depreciation Amortisation [Member] | Capitalised development expenditure [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Currency translation adjustments | (3) | |
Accumulated amortization, beginning balance | 116 | 88 |
Amortization | 14 | 28 |
Accumulated amortization, ending balance | 127 | 116 |
Currency translation adjustments | 3 | |
Accumulated Depreciation Amortisation [Member] | Licences [member] | Security Matters Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Currency translation adjustments | ||
Accumulated amortization, beginning balance | ||
Amortization | ||
Accumulated amortization, ending balance | ||
Currency translation adjustments |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - Security Matters Limited [Member] - USD ($) | 12 Months Ended | |
Dec. 24, 2021 | Dec. 31, 2022 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Amortisation, intangible assets other than goodwill | $ 145,000 | |
SMX Beverages Pty Ltd [Member] | ||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Proportion of ownership interest in joint venture | 50% | |
Other intangible assets [member] | SMX Beverages Pty Ltd [Member] | ||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Intangible assets under development | $ 721 | |
Proportion of ownership interest in joint venture | 50% |
SCHEDULE OF RIGHT OF USE ASSETS
SCHEDULE OF RIGHT OF USE ASSETS (Details) - Security Matters Limited [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | $ 466 | |
Additions | 49 | |
Foreign currency translation | (41) | |
Deductions | (21) | |
Depreciation expense | (39) | $ (72) |
Right-of-use assets, ending balance | 414 | 466 |
Office equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | 446 | |
Additions | 49 | |
Foreign currency translation | (35) | |
Deductions | (7) | |
Depreciation expense | (39) | |
Right-of-use assets, ending balance | 414 | 446 |
Motor vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | 20 | |
Additions | ||
Foreign currency translation | (6) | |
Deductions | (14) | |
Depreciation expense | ||
Right-of-use assets, ending balance | $ 20 |
SCHEDULE OF LEASE LIABILITY (De
SCHEDULE OF LEASE LIABILITY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Lease Payments | $ (55) | $ (98) | $ (12) |
Current | 30 | 37 | |
Non current | 440 | 466 | |
Security Matters Limited [Member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Lease liability, beginning balance | 503 | 589 | |
Additions | 49 | ||
Deductions | (21) | ||
Accretion of interest | 51 | 47 | |
Foreign exchange differences | (57) | (35) | |
Lease Payments | (55) | (98) | |
Lease liability, ending balance | 470 | 503 | $ 589 |
Current | 30 | 37 | |
Non current | $ 440 | $ 466 |
SCHEDULE OF CARRYING AMOUNTS OF
SCHEDULE OF CARRYING AMOUNTS OF LEASE LIABILITIES RECOGNIZED IN PROFIT OR LOSS (Details) - Security Matters Limited [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Depreciation expense of right-of-use assets | $ 39 | $ 72 |
Interest expense on lease liabilities | 51 | 47 |
Foreign Exchange different | 16 | (35) |
Expense relating to short-term leases | ||
Total amount recognized in profit or loss | $ 106 | $ 84 |
LEASES (Details Narrative)
LEASES (Details Narrative) - Security Matters Limited [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Office equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Lease expiration | 12 years |
Motor vehicles [member] | |
IfrsStatementLineItems [Line Items] | |
Lease expiration | 3 years |
SCHEDULE OF OTHER PAYABLES (Det
SCHEDULE OF OTHER PAYABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Total | $ 650 | $ 673 |
Security Matters Limited [Member] | ||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Employees, salaries and related liabilities | 392 | 500 |
Related party | 56 | 24 |
Liabilities for grants received (Note 19) | 50 | 30 |
Accrued expenses | 49 | |
Derivative financial liability (Note 13) | 32 | |
Other | 152 | 38 |
Total | $ 650 | $ 673 |
SCHEDULE OF BORROWINGS FROM REL
SCHEDULE OF BORROWINGS FROM RELATED PARTIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Borrowings from related parties, beginning balance | $ 270 | ||
Payment of borrowings | (172) | $ (103) | $ (144) |
Provision for bonus (include interest) | 621 | 89 | |
Borrowings from related parties, ending balance | 710 | 270 | |
Security Matters Limited [Member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Borrowings from related parties, beginning balance | 270 | 280 | |
Payment of borrowings | (172) | (103) | |
Provision for bonus (include interest) | 621 | 89 | |
Exchange rate differences | (9) | 4 | |
Borrowings from related parties, ending balance | $ 710 | $ 270 | $ 280 |
BORROWINGS FROM RELATED PARTI_3
BORROWINGS FROM RELATED PARTIES (Details Narrative) $ in Thousands, ₪ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 USD ($) | Aug. 31, 2022 ILS (₪) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2021 USD ($) | Dec. 31, 2015 USD ($) | Dec. 31, 2015 ILS (₪) | Dec. 31, 2020 USD ($) | |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||||||||
Current borrowings | $ 710 | $ 270 | ||||||
Security Matters Limited [Member] | ||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||||||||
Cash advances and loans from related parties | $ 513 | ₪ 2 | ||||||
Borrowings, interest rate | 4% | |||||||
Bonus payments | $ 710 | ₪ 2.5 | ||||||
Carrying amount of liability | $ 621 | 87 | ||||||
Current borrowings | 710 | $ 270 | $ 280 | |||||
Security Matters Limited [Member] | Lender two [member] | ||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||||||||
Bonus payments | $ 965 | ₪ 3 |
BRIDGE LOANS AND DERIVATIVE F_2
BRIDGE LOANS AND DERIVATIVE FINANCIAL LIABILITY (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 $ / shares | May 31, 2022 $ / shares | Aug. 31, 2021 $ / shares | Jul. 31, 2021 $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 $ / shares | Dec. 31, 2020 USD ($) | Dec. 31, 2020 $ / shares | Jan. 31, 2015 | |
IfrsStatementLineItems [Line Items] | |||||||||||||
Loans and warrants | $ | $ 3,310 | $ 32 | |||||||||||
Security Matters Limited [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Borrowings, interest rate | 4% | 4% | 4% | 4% | |||||||||
Exercise price, share options granted | $ 0.4 | $ 0.11 | $ 0.7 | $ 0.351 | |||||||||
Percentage of voting equity interests acquired | 2% | ||||||||||||
Security Matters Limited [Member] | Three valuation models [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Risk free interest rate, share options granted | 3.99% | ||||||||||||
Expected volatility, share options granted | 81.03% | ||||||||||||
Term warrants | 5 years 2 months 4 days | ||||||||||||
Security Matters Limited [Member] | Top of range [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Exercise price, share options granted | $ 0.8 | $ 0.14 | $ 0.70 | $ 0.70 | |||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Borrowings, interest rate | 10% | 10% | 10% | 10% | |||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Bonus warrants [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Borrowings, maturity | five years | ||||||||||||
Warrants to purchase shares | shares | 215,500 | ||||||||||||
Exercise price, share options granted | $ 11.50 | ||||||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Bonus warrants [member] | Black and scholes model [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Fair value of warrants | $ | $ 24 | ||||||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Redeemable warrants type 1 [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Borrowings, maturity | five years | ||||||||||||
Warrants to purchase shares | shares | 342,000 | ||||||||||||
Exercise price, share options granted | $ 5 | ||||||||||||
Weighted average share price, share options granted | $ 11.50 | ||||||||||||
Percentage of voting equity interests acquired | 50% | 50% | 50% | 50% | |||||||||
Description of approach used to determine discount rates | Each investor has the option to decide that the Company will satisfy any or each redemption through the issuance of ordinary shares of SMX PLC based upon a 20% discount to the 20 trading day VWAP preceding each such anniversary | ||||||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Redeemable warrants type 1 [Member] | Third anniversary [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Exercise price, share options granted | $ 5 | ||||||||||||
Percentage of voting equity interests acquired | 25% | 25% | 25% | 25% | |||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Redeemable warrants type 1 [Member] | Fourth anniversary [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Exercise price, share options granted | $ 5 | ||||||||||||
Percentage of voting equity interests acquired | 25% | 25% | 25% | 25% | |||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Redeemable warrants type 1 [Member] | Monte carlo simulation model [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Fair value of warrants | $ | $ 1,973 | ||||||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Redeemable warrants type 2 [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Borrowings, maturity | five years | ||||||||||||
Warrants to purchase shares | shares | 120,000 | ||||||||||||
Weighted average share price, share options granted | $ 11.50 | ||||||||||||
Description of approach used to determine discount rates | Each investor has the option to decide that the Company will satisfy any or each redemption through the issuance of ordinary shares of SMX PLC based upon a 20% discount to the 20 trading day VWAP preceding each such anniversary | ||||||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Redeemable warrants type 2 [member] | First anniversary [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Exercise price, share options granted | $ 5 | ||||||||||||
Percentage of voting equity interests acquired | 50% | 50% | 50% | 50% | |||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Redeemable warrants type 2 [member] | Second anniversary [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Exercise price, share options granted | $ 5 | ||||||||||||
Percentage of voting equity interests acquired | 50% | 50% | 50% | 50% | |||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Redeemable warrants type 2 [member] | Monte carlo simulation model [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Fair value of warrants | $ | $ 696 | ||||||||||||
Bridge loan agreements [member] | Security Matters Limited [Member] | Top of range [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Borrowings, maturity | two years | ||||||||||||
Bridge loan agreements [member] | Seven lenders [member] | Security Matters Limited [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Loans and warrants | $ | $ 3,310 |
SCHEDULE OF ORDINARY SHARES (De
SCHEDULE OF ORDINARY SHARES (Details) - shares | Dec. 31, 2022 | Jul. 01, 2022 | Dec. 31, 2021 |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Number of shares authorized | 500,000,000 | 500,000,000 | |
Number of shares issued and outstanding | 1 | 1 | |
Deferred Shares [Member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Number of shares authorized | 25,000 | ||
Number of shares issued and outstanding | 25,000 | ||
Security Matters Limited [Member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Number of shares authorized | 167,854,581 | 165,532,264 | |
Number of shares issued and outstanding | 167,854,581 | 165,532,264 |
SCHEDULE OF SHARE OPTION GRANTE
SCHEDULE OF SHARE OPTION GRANTED (Details) - Security Matters Limited [Member] shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Number of options outstanding Beginning balance | shares | 11,280 | 9,530 |
Weighted average exercise price, outstanding beginning balance | $ / shares | $ 0.27 | $ 0.23 |
Number of issue of options | shares | 1,000 | 1,850 |
Weighted average exercise price, issued of options | $ / shares | $ 0.27 | $ 0.45 |
Number of options, Expired | shares | (7,600) | (100) |
Weighted average exercise price, Expired | $ / shares | $ 0.22 | $ 0.34 |
Number of options outstanding Beginning balance | shares | 4,680 | 11,280 |
Weighted average exercise price, outstanding beginning balance | $ / shares | $ 0.35 | $ 0.27 |
Number of options, Exercisable | shares | 2,835 | 4,318 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.28 | $ 0.27 |
SCHEDULE OF OPTIONS TO EMPLOYEE
SCHEDULE OF OPTIONS TO EMPLOYEES OUTSTANDING (Details) - Security Matters Limited [Member] shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 4,680 | 11,280 | 9,530 |
Number of exercisable shares | 2,835 | 4,318 | |
Exercise price one [member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 800 | ||
Weighted average remaining contractual life of outstanding share options | 4 years 7 months 2 days | ||
Number of exercisable shares | 400 | ||
Weighted average remaining contractual life of exercisable share options | 4 years 7 months 20 days | ||
Exercise price one [member] | Bottom of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 0.12 | ||
Exercise price one [member] | Top of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | 0.2 | ||
Exercise price two [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 0.2 | ||
Number of outstanding shares | 955 | ||
Weighted average remaining contractual life of outstanding share options | 8 months 1 day | ||
Number of exercisable shares | 878 | ||
Weighted average remaining contractual life of exercisable share options | 8 months 1 day | ||
Exercise price three [member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 2,075 | ||
Weighted average remaining contractual life of outstanding share options | 2 years 6 months 21 days | ||
Number of exercisable shares | 1,432 | ||
Weighted average remaining contractual life of exercisable share options | 2 years 1 month 24 days | ||
Exercise price three [member] | Bottom of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 0.31 | ||
Exercise price three [member] | Top of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | 0.357 | ||
Exercise price four [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 0.6 | ||
Number of outstanding shares | 100 | ||
Weighted average remaining contractual life of outstanding share options | 2 years 2 months 26 days | ||
Number of exercisable shares | 100 | ||
Weighted average remaining contractual life of exercisable share options | 2 years 2 months 26 days | ||
Exercise price five [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 0.7 | ||
Number of outstanding shares | 750 | ||
Weighted average remaining contractual life of outstanding share options | 3 years 11 months 19 days | ||
Number of exercisable shares | 25 | ||
Weighted average remaining contractual life of exercisable share options | 3 years 8 months 26 days |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 31, 2022 USD ($) shares | Jul. 31, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares $ / shares | May 31, 2022 USD ($) shares $ / shares | Oct. 31, 2021 USD ($) | Aug. 31, 2021 shares $ / shares | Jul. 31, 2021 USD ($) shares $ / shares | May 31, 2021 USD ($) shares | Aug. 31, 2018 shares $ / shares | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2022 USD ($) $ / shares $ / shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2022 € / shares | Oct. 31, 2021 $ / shares shares | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Par value per share | (per share) | $ 0.0001 | $ 0.0001 | € 1 | ||||||||||||||
Proceeds from issuing shares | $ | $ 182 | $ 5,892 | $ 6,857 | ||||||||||||||
Proceeds from exercise of warrants | $ | $ 395 | ||||||||||||||||
Security Matters Limited [Member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Par value per share | $ / shares | $ 0 | $ 0 | |||||||||||||||
Proceeds from issuing other equity instruments | $ | $ 254 | ||||||||||||||||
Payments for share issue costs | $ | $ 22 | $ 115 | |||||||||||||||
Number of shares issued | shares | 2,000,000 | 15,270,249 | 1,774,744 | 1,774,744 | 8,938,666 | ||||||||||||
Proceeds from issuing shares | $ | $ 1,890 | $ 4,034 | |||||||||||||||
Number of shares issued warrants | shares | 1,774,744 | 1,774,744 | 4,469,333 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.4 | ||||||||||||||||
Warrants expiration date | March 2022 | ||||||||||||||||
Converted shares description | Upon exercise the holder would receive one ordinary share and another unlisted warrant that bears an exercise price of AUD 0.7, converted to one ordinary share and expired on January 20, 2023 | ||||||||||||||||
Proceeds from exercise of warrants | $ | $ 395 | ||||||||||||||||
Option life, share options granted | shares | 200,000 | 200,000 | 250,000 | 1,100,000 | |||||||||||||
Exercise price, share options granted | $ / shares | $ 0.4 | $ 0.11 | $ 0.7 | $ 0.351 | |||||||||||||
Description of vesting requirements for share-based payment arrangement | 25% on the first anniversary of the Vesting Commencement Date and additional 6.25% at the end of each three months of continuous services thereafter. However, if Company or a parent thereof commences trading on NASDAQ, all options shall become fully vested | the Company raises an aggregated amount of at least 10 million in one raise (including by way of a merger with a company with such amount in its treasury) 80% of the options will become vested. If an amount of 20 million or more is raised in one raise all options will become vested. | (1) Company raised an aggregated amount of at least 20 million (including by way of a merger with a company with such amount in its treasury) (2) 25% of the options shall vest after one year and thereafter 6.25% at the end of every three months (3) the employees must continue to provide services to Company | vesting period up to 4 years from the grant date, contractual life of the options under the Plan is 5 years | vesting period up to 4 years from the grant date, contractual life of the options under the Plan is 5 years | vesting period up to 4 years from the grant date, contractual life of the options under the Plan is 5 years | |||||||||||
Weighted average fair value at measurement date, share options granted | $ | $ 98 | $ 10 | $ 5 | $ 19 | $ 214 | $ 154 | $ 154 | $ 622 | $ 622 | $ 533 | $ 533 | ||||||
Expenses of options | $ | $ 152 | ||||||||||||||||
Date of grant of share-based payment arrangement | July 2027 | June 2027 | May 26, 2027 | December 6, 2026 | July – September 2026 | ||||||||||||
Security Matters Limited [Member] | Black scholes pricing model [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Term warrants | 5 years | ||||||||||||||||
Expected dividend as percentage, share options granted | 0% | ||||||||||||||||
Security Matters Limited [Member] | Bottom of range [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Exercise price, share options granted | $ / shares | $ 0.7 | $ 0.03 | $ 0.35 | $ 0.20 | |||||||||||||
Security Matters Limited [Member] | Bottom of range [member] | Black scholes pricing model [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Risk free interest rate, share options granted | 0.11% | ||||||||||||||||
Expected volatility, share options granted | 64% | ||||||||||||||||
Security Matters Limited [Member] | Top of range [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Exercise price, share options granted | $ / shares | $ 0.8 | $ 0.14 | $ 0.70 | $ 0.70 | |||||||||||||
Security Matters Limited [Member] | Top of range [member] | Black scholes pricing model [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Risk free interest rate, share options granted | 3.55% | ||||||||||||||||
Expected volatility, share options granted | 118% | ||||||||||||||||
Security Matters Limited [Member] | Employees [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Option life, share options granted | shares | 600,000 | 250,000 | 1,055,000 | ||||||||||||||
Security Matters Limited [Member] | Consultants [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Option life, share options granted | shares | 1,600,000 | 5,400,000 | 750,000 | ||||||||||||||
Security Matters Limited [Member] | Board members [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Option life, share options granted | shares | 322,317 | 257,562 | 2,500,000 | ||||||||||||||
Weighted average fair value at measurement date, share options granted | $ | $ 54 | $ 54 | $ 53 | $ 53 | |||||||||||||
Security Matters Limited [Member] | Two Executive Director [Member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Option life, share options granted | shares | 10,000,000 | ||||||||||||||||
Exercise price, share options granted | $ / shares | $ 0.2 | ||||||||||||||||
Date of grant of share-based payment arrangement | These milestones are reviewed by the Board of Directors and need to be achieved in 4 years since the date it was granted. If the milestones are not reached in 4 years, the options will expire | ||||||||||||||||
Security Matters Limited [Member] | Executive director [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Option life, share options granted | shares | 167,000 | ||||||||||||||||
Security Matters Limited [Member] | Key management personnel of entity or parent [member] | |||||||||||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||||||||||
Option life, share options granted | shares | 500,000 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Share based compensation | $ 252 | $ 431 | $ 483 |
Total | 1,898 | 2,039 | 1,689 |
Security Matters Limited [Member] | Research and development expenses [member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Salaries and related expenses | 2,166 | 1,795 | 1,186 |
Subcontractors and consultants | 374 | 631 | 509 |
Research expenses | 316 | 252 | 155 |
Depreciation and amortization | 255 | 287 | 243 |
Share based compensation | 127 | 100 | 47 |
Travel expenses | 50 | 42 | 11 |
Freight | 30 | 23 | 33 |
Other | 6 | 53 | |
Reimbursement from paid pilots and proof of concept projects | (1,426) | (1,091) | (548) |
Total | $ 1,898 | $ 2,039 | $ 1,689 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Share based compensation | $ 252 | $ 431 | $ 483 |
Total | 2,723 | 2,482 | 2,447 |
Security Matters Limited [Member] | General and administrative expenses [member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Professional services | 1,105 | 1,089 | 1,257 |
Wages and salaries related | 935 | 752 | 409 |
Travel expenses | 223 | 65 | |
Office and maintenance | 145 | 116 | 120 |
Share based compensation | 137 | 331 | 436 |
Insurance | 60 | 102 | 101 |
Depreciation and amortization | 35 | 28 | 16 |
Other | 83 | 64 | 43 |
Total | $ 2,723 | $ 2,482 | $ 2,447 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Loss before income tax | $ (6,184) | $ (4,939) | $ (4,573) |
Tax effect amounts which are not deductible/(taxable) in calculating taxable income: | |||
Income tax / (benefit) | |||
Security Matters Limited [Member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Loss before income tax | (6,184) | (4,939) | (4,573) |
Theoretical tax rate of 27.5% | (1,701) | (1,358) | (1,257) |
Tax effect amounts which are not deductible/(taxable) in calculating taxable income: | |||
Non-deductible expenditure and others | 335 | 118 | 132 |
Unrecognized temporary differences and tax losses for which deferred tax weren’t recognized | 1,366 | 1,240 | 1,125 |
Income tax / (benefit) |
SCHEDULE OF COMPONENTS OF INC_2
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Security Matters Limited [Member] | ||
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Applicable tax rate | 27.50% | 27.50% |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - Security Matters Limited [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Applicable tax rate | 27.50% | 27.50% | |
Tax effect of tax losses | $ 24,106 | $ 17,659 | $ 13,151 |
SCHEDULE OF LOSS PER SHARE (Det
SCHEDULE OF LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Loss after income tax for the year attributable to shareholders | $ (6,184) | $ (4,939) | $ (4,573) |
Basic and diluted loss per share | $ (0.04) | $ (0.03) | $ (0.04) |
Security Matters Limited [Member] | |||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||
Loss after income tax for the year attributable to shareholders | $ (6,184) | $ (4,939) | $ (4,573) |
Basic and diluted loss per share | $ (0.04) | $ (0.03) | $ (0.04) |
Weighted average number of ordinary shares | |||
Weighted average number of ordinary shares used in calculating basic and diluted loss per share | 167,855 | 151,850 | 125,960 |
SCHEDULE OF KEY MANAGEMENT PERS
SCHEDULE OF KEY MANAGEMENT PERSONNEL (Details) - Security Matters Limited [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Issuance of options to related party | $ 721 | |
Short-term salary and fees | 508 | 475 |
Loan repayment | 172 | 103 |
Share based payments | 98 | 105 |
Post-employment retirement benefits | 94 | 92 |
Payment for Administrative services | 36 | 39 |
Non-monetary benefits | 29 | 11 |
Proof of Concept projects paid by affiliated companies | (1,064) | (695) |
Total | $ (594) | $ 130 |
SCHEDULE OF BALANCE WITH RELATE
SCHEDULE OF BALANCE WITH RELATED PARTIES (Details) - Security Matters Limited [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Other accounts payable | $ (152) | $ (38) |
Key management personnel of entity or parent [member] | ||
IfrsStatementLineItems [Line Items] | ||
Salary and related | (99) | (86) |
Directors [member] | ||
IfrsStatementLineItems [Line Items] | ||
Salary and related | (82) | (11) |
Shareholders [member] | ||
IfrsStatementLineItems [Line Items] | ||
Borrowings from related parties | (710) | (270) |
Other accounts payable | (56) | (24) |
Joint ventures [member] | ||
IfrsStatementLineItems [Line Items] | ||
Other receivables | 59 | 74 |
Investment in subsidiary | 221 | 147 |
Related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | $ (667) | $ (170) |
SCHEDULE OF GOVERNMENT GRANTS (
SCHEDULE OF GOVERNMENT GRANTS (Details) - Security Matters Limited [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Short term liability at year end | $ 50 | $ 30 |
Long term liability at year end | 85 | 85 |
Total | $ 135 | $ 115 |
GOVERNMENT GRANTS (Details Narr
GOVERNMENT GRANTS (Details Narrative) - Security Matters Limited [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Government grants received | $ 162 | |
Percentage of revenue | 3% | |
Government grants | $ 3 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES (Details) - Security Matters Limited [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Security Matters Ltd [member] | ||
IfrsStatementLineItems [Line Items] | ||
Country of incorporation | Israel | |
Ownership percentage | 100% | 100% |
Security Matters Canada Ltd [member] | ||
IfrsStatementLineItems [Line Items] | ||
Country of incorporation | Canada | |
Ownership percentage | 100% | 100% |
Security Matters France Ltd [member] | ||
IfrsStatementLineItems [Line Items] | ||
Country of incorporation | France | |
Ownership percentage | 100% | 100% |
SMX Beverages Pty Ltd [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Country of incorporation | Australia | |
Ownership percentage | 100% | 50% |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) $ in Thousands, ₪ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Jan. 30, 2023 USD ($) shares | Aug. 31, 2022 USD ($) shares | Aug. 31, 2022 ILS (₪) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Oct. 31, 2021 shares | May 31, 2021 shares | Dec. 31, 2020 USD ($) | Jan. 31, 2015 | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||
Current borrowings | $ 710 | $ 270 | |||||||
Security Matters Limited [Member] | |||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||
Percentage of royalty | 2.20% | ||||||||
Consideration percentage | 1% | ||||||||
Percentage of voting equity interests acquired | 2% | ||||||||
Number of shares issued | shares | 2,000,000 | 2,000,000 | 1,774,744 | 8,938,666 | 15,270,249 | ||||
Carrying amount of liability | 621 | $ 87 | |||||||
Bonus payments | $ 710 | ₪ 2.5 | |||||||
Current borrowings | 710 | $ 270 | $ 280 | ||||||
Unpaid contingent liability governance | $ 166 | ||||||||
Security Matters Limited [Member] | Nonadjusting Event [Member] | |||||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||||
Number of shares issued | shares | 864,000 | ||||||||
Risk free interest rate, share options granted | 3.42% | ||||||||
Expected volatility, share options granted | 81.92% | ||||||||
Granted | 3 years | ||||||||
Expected dividend as percentage, share options granted | 0% | ||||||||
Convertible percentage | 1% | ||||||||
Consideration paid (received) | $ 27,000 | ||||||||
Payment of cash percent | 1.50% |
SCHEDULE OF FOREIGN CURRENCY RI
SCHEDULE OF FOREIGN CURRENCY RISK (Details) € in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jul. 01, 2022 EUR (€) | Dec. 31, 2021 USD ($) | |
IfrsStatementLineItems [Line Items] | |||||
Assets | $ 11,288 | $ 10,338 | |||
Liabilities | (9,132) | (2,447) | |||
Security Matters Limited [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Assets | € | [1] | € 25 | |||
Currency risk [member] | Security Matters Limited [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Assets | 1,242 | 616 | |||
Liabilities | (172) | ||||
United states dollar [member] | Currency risk [member] | Security Matters Limited [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Assets | 1,214 | 481 | |||
Liabilities | (99) | ||||
EUR [member] | Currency risk [member] | Security Matters Limited [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Assets | 28 | 135 | |||
Liabilities | $ (73) | ||||
[1]Less than 1 thousand |
SCHEDULE OF SENSITIVITY ANALYSI
SCHEDULE OF SENSITIVITY ANALYSIS PROFIT AND OTHER EQUITY (Details) - Security Matters Limited [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Guarantor and Issuer, Guaranteed Security [Line Items] | ||
Assets | $ 1,115 | $ 481 |
Percentage of financial risk management | 10% | 10% |
Amount of financial impact of financial instrument | $ 112 | $ 48 |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND IMPACT OF CREDIT EXPOSURE (Details) € in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jul. 01, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||
Cash and cash equivalents | $ 1,398 | $ 4,171 | $ 4,341 | $ 1,708 | |||
Total current assets | 5,071 | 5,091 | |||||
Security Matters Limited [Member] | |||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||
Cash and cash equivalents | € | [1] | € 25 | |||||
Security Matters Limited [Member] | Credit risk [member] | |||||||
Guarantor and Issuer, Guaranteed Security [Line Items] | |||||||
Cash and cash equivalents | 1,398 | 4,171 | |||||
Other receivables | 158 | 920 | |||||
Total current assets | $ 1,556 | $ 5,091 | |||||
[1]Less than 1 thousand |
SCHEDULE OF UNDISCOUNTED FINANC
SCHEDULE OF UNDISCOUNTED FINANCIAL LIABILITIES (Details) - Security Matters Limited [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Not later than one year [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | $ 4,479 | $ 1,896 |
Later than one year and not later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 1,444 | 272 |
Later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Trade and other payables [member] | Not later than one year [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 3,622 | 1,589 |
Trade and other payables [member] | Later than one year and not later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Trade and other payables [member] | Later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Bridge loan [member] | Not later than one year [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Bridge Loans [Member] | Later than one year and not later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 989 | |
Bridge Loans [Member] | Later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Government grants [member] | Not later than one year [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 75 | |
Government grants [member] | Later than one year and not later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 84 | |
Government grants [member] | Later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Lease liabilities [member] | Not later than one year [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 72 | 37 |
Lease liabilities [member] | Later than one year and not later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 371 | 272 |
Lease liabilities [member] | Later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 270 | 193 |
Borrowing [Member] | Not later than one year [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 710 | 270 |
Borrowing [Member] | Later than one year and not later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Borrowing [Member] | Later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | $ 270 | $ 193 |
SCHEDULE OF UNOBSERVABLE FOR AS
SCHEDULE OF UNOBSERVABLE FOR ASSETS OR LIABILITY (Details) - Security Matters Limited [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | $ 2,693 | $ 32 |
Derivatives [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | 2,693 | 32 |
Level 1 of fair value hierarchy [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | ||
Level 1 of fair value hierarchy [member] | Derivatives [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | ||
Level 2 of fair value hierarchy [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | 32 | |
Level 2 of fair value hierarchy [member] | Derivatives [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | 32 | |
Level 3 of fair value hierarchy [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | 2,693 | |
Level 3 of fair value hierarchy [member] | Derivatives [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | $ 2,693 |
SCHEDULE OF ORDINARY SHARES (_2
SCHEDULE OF ORDINARY SHARES (Details) (Parenthetical) - Dec. 31, 2022 | $ / shares | € / shares |
Par value per share | (per share) | $ 0.0001 | € 1 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ / shares in Units, $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Mar. 07, 2023 shares | Jan. 30, 2023 shares | Jan. 25, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Jan. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares | May 31, 2022 USD ($) | May 31, 2022 AUD ($) $ / shares | Oct. 31, 2021 USD ($) shares | Aug. 31, 2021 $ / shares | Jul. 31, 2021 $ / shares | May 31, 2021 USD ($) shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2020 $ / shares | Apr. 25, 2023 shares | Dec. 31, 2022 € / shares shares | Aug. 31, 2022 shares | Jul. 01, 2022 shares | |
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Proceeds from common stock | $ 182,000 | $ 5,892,000 | $ 6,857,000 | ||||||||||||||||||||||||
Proceeds from loans and warrants | $ 3,310,000 | $ 32,000 | |||||||||||||||||||||||||
Per shares | (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | € 1 | ||||||||||||||||||||||
authorized ordinary shares | shares | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||||
Board Of Directors [Member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Ordinary shares grant percentage | 15% | ||||||||||||||||||||||||||
authorized ordinary shares | shares | 5,082,417 | ||||||||||||||||||||||||||
Security Matters Limited [Member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | shares | 8,938,666 | 15,270,249 | 1,774,744 | 1,774,744 | 2,000,000 | ||||||||||||||||||||||
Aggregate amount of convertible instruments issued | $ 569,000 | $ 828 | |||||||||||||||||||||||||
Proceeds from common stock | $ 1,890,000 | $ 4,034,000 | |||||||||||||||||||||||||
Borrowings, interest rate | 4% | 4% | 4% | 4% | 4% | ||||||||||||||||||||||
Exercise price of share warrants | $ / shares | $ 0.4 | $ 0.11 | $ 0.7 | $ 0.351 | |||||||||||||||||||||||
Per shares | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||
authorized ordinary shares | shares | 167,854,581 | 167,854,581 | 167,854,581 | 167,854,581 | 165,532,264 | 165,532,264 | 167,854,581 | ||||||||||||||||||||
Security Matters Limited [Member] | Bridge loan agreements [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Borrowings, interest rate | 10% | 10% | 10% | 10% | 10% | ||||||||||||||||||||||
Security Matters Limited [Member] | Bridge loan agreements [member] | Bonus warrants [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Loans maturity date | five years | ||||||||||||||||||||||||||
Warrants to purchase, shares | shares | 215,500 | ||||||||||||||||||||||||||
Exercise price of share warrants | $ / shares | $ 11.50 | ||||||||||||||||||||||||||
Security Matters Limited [Member] | Bottom of range [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Exercise price of share warrants | $ / shares | 0.7 | $ 0.03 | $ 0.35 | $ 0.20 | |||||||||||||||||||||||
Security Matters Limited [Member] | Top of range [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Exercise price of share warrants | $ / shares | $ 0.8 | $ 0.14 | $ 0.70 | $ 0.70 | |||||||||||||||||||||||
Security Matters Limited [Member] | Top of range [member] | Bridge loan agreements [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Loans maturity date | two years | ||||||||||||||||||||||||||
Security Matters Limited [Member] | Black scholes pricing model [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Description of expected term warrants | 5 years | ||||||||||||||||||||||||||
Expected dividend as percentage, share options granted | 0% | ||||||||||||||||||||||||||
Security Matters Limited [Member] | Black scholes pricing model [member] | Bottom of range [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Risk free interest rate, share options granted | 0.11% | ||||||||||||||||||||||||||
Expected volatility, share options granted | 64% | ||||||||||||||||||||||||||
Security Matters Limited [Member] | Black scholes pricing model [member] | Top of range [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Risk free interest rate, share options granted | 3.55% | ||||||||||||||||||||||||||
Expected volatility, share options granted | 118% | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Issued capital, ordinary shares | $ 25,000 | ||||||||||||||||||||||||||
Percentage of weighted average price of common stock | 96% | ||||||||||||||||||||||||||
Proceeds from common stock | $ 3,500,000 | ||||||||||||||||||||||||||
Description for common stock received and effectiveness of resgistration | (i) USD 1,500 thousand at the initial closing (was received on March 2023) (ii) USD 2,000 thousand upon effectiveness of a registration statement that was filed on March 2023 | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Bridge loan agreements [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Borrowings, interest rate | 10% | 10% | |||||||||||||||||||||||||
Description of approach used to determine discount rates | Each investor has the option to decide that Security Matters Limited will satisfy any or each redemption through the issuance of ordinary shares of the Company based upon a 20% discount to the 20 trading day VWAP preceding each such anniversary | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Bridge loan agreements [member] | Bonus warrants [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Loans maturity date | five years | ||||||||||||||||||||||||||
Warrants to purchase, shares | shares | 243,000 | ||||||||||||||||||||||||||
Exercise price of share warrants | $ / shares | $ 11.50 | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Bridge loan agreements [member] | Redeemable Warrants [Member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Loans maturity date | five years | ||||||||||||||||||||||||||
Warrants to purchase, shares | shares | 597,000 | ||||||||||||||||||||||||||
Exercise price of share warrants | $ / shares | $ 11.50 | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Bridge loan agreements [member] | Redeemable Warrants [Member] | Warrant reserve [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Per shares | $ / shares | $ 5 | $ 5 | |||||||||||||||||||||||||
Nonadjusting Event [Member] | Bridge loan agreements [member] | Eleven Lenders [Member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Proceeds from loans and warrants | $ 3,860,000 | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Bottom of range [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Percentage of common stock | 97% | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Top of range [member] | Bridge loan agreements [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Loans maturity date | two years | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Security Matters Limited [Member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | shares | 864,000 | ||||||||||||||||||||||||||
Risk free interest rate, share options granted | 3.42% | ||||||||||||||||||||||||||
Expected volatility, share options granted | 81.92% | ||||||||||||||||||||||||||
Expected dividend as percentage, share options granted | 0% | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Security Matters Limited [Member] | Bridge loan agreements [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Proceeds from borrowings, classified as financing activities | $ 550,000 | ||||||||||||||||||||||||||
Borrowings, interest rate | 10% | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Security Matters Limited [Member] | Isorad Ltd [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | shares | 864,000 | 864,000 | |||||||||||||||||||||||||
Description for equity or other funding convertible | Additionally, Isorad will be entitled to 1% of any amount actually received against equity or other funding convertible into equity at the closing of the transaction and until 13 months thereafter | ||||||||||||||||||||||||||
Payments for proceed from receiving equity or other funding convertible into equity | $ 27,000,000 | ||||||||||||||||||||||||||
Percentage of cash on exit fee | 1.50% | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Security Matters Limited [Member] | Isorad Ltd [member] | Black scholes pricing model [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Risk free interest rate, share options granted | 3.42% | ||||||||||||||||||||||||||
Expected volatility, share options granted | 81.92% | ||||||||||||||||||||||||||
Description of expected term warrants | 3 years | ||||||||||||||||||||||||||
Expected dividend as percentage, share options granted | 0% | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Security Matters Limited [Member] | SMX Public Limited Company [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Issued capital, ordinary shares | $ 25,000,000 | ||||||||||||||||||||||||||
Percentage of weighted average price of common stock | 96% | ||||||||||||||||||||||||||
Proceeds from common stock | $ 3,500,000 | ||||||||||||||||||||||||||
Description for common stock received and effectiveness of resgistration | (i) 1,500 at the initial closing (was received on March 2023) (ii) 2,000 upon effectiveness of a registration statement that was initially filed in March 2023. | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Security Matters Limited [Member] | SMX Public Limited Company [member] | Bottom of range [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Percentage of common stock | 97% | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | shares | 250,000 | ||||||||||||||||||||||||||
Aggregate amount of convertible instruments issued | $ 250,000 | ||||||||||||||||||||||||||
Loans maturity date | December 31, 2024 | ||||||||||||||||||||||||||
Percentage of convertible notes | 1,500% | ||||||||||||||||||||||||||
Conversion price | $ / shares | $ 10 | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Convertible Notes [Member] | Bridge loan agreements [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Aggregate amount of convertible instruments issued | $ 1,350,000 | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Convertible Notes [Member] | Security Matters Limited [Member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | shares | 250,000 | ||||||||||||||||||||||||||
Aggregate amount of convertible instruments issued | $ 250,000 | ||||||||||||||||||||||||||
Loans maturity date | December 31, 2024 | ||||||||||||||||||||||||||
Percentage of convertible notes | 15% | ||||||||||||||||||||||||||
Nonadjusting Event [Member] | Convertible Notes [Member] | Security Matters Limited [Member] | Bridge loan agreements [member] | |||||||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||||||||||
Number of value converted | $ 1,350,000 | ||||||||||||||||||||||||||
Number of shares converted | shares | 1,000,000 |