United States securities and exchange commission logo
March 29, 2023
Haggai Alon
Chief Executive Officer
SMX (Security Matters) Public Ltd Co
Mespil Business Centre, Mespil House, Sussex Road,
Dublin 4, Ireland
Re: SMX (Security
Matters) Public Ltd Co
Amendment No. 1 to
Registration Statement on Form F-1
Filed March 17,
2023
File No. 333-270674
Dear Haggai Alon:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1/A filed March 23, 2023
Cover Page
1. Please disclose on your
cover page the price (and formula for determining it) at which
Lincoln Park will
receive your shares pursuant to the Purchase Agreement and the term of
the Purchase Agreement.
Prospectus Summary, page 1
2. Please disclose, if
true, that while the selling securityholder may experience a positive rate
of return based on the
current trading price, the public securityholders may not experience
a similar rate of
return on the securities they purchased due to differences in the purchase
prices and the current
trading price. Please also disclose the potential profit the selling
securityholders will
earn based on the current trading price. Lastly, please include
Haggai Alon
SMX (Security Matters) Public Ltd Co
March 29, 2023
Page 2
appropriate risk factor disclosure.
3. Please update your disclosure to reflect the amount that would be
available to the
Company under the Standby Equity Purchase agreement based on the
current trading price
of the Company s Ordinary Shares. Further, disclose the amount
available to the
Company under the applicable floor price.
Risk Factors, page 17
4. In your risk factor summary, you highlight multiple risks but fail to
include related risk
factor disclosure. For example, you note that management has limited
experience in
operating a public company in the U.S but fail to include a related
risk factor. You also
note that the stock price of your ordinary shares may be volatile but
fail to include a
related risk factor. These are non-exhaustive examples. Please update
your risk factor
disclosure to accurately reflect the summary.
It is not possible to predict the actual number of shares we will sell under
the SEPA . . ., page 30
5. Advise whether there is a risk that the potential depressive effect on
your share trading
price due to the substantial number of shares you are registering for
resale may also limit
your ability to utilize the Standby Equity Purchase Agreement to
enhance your cash
resources. For example, advise whether a decline in the trading price
of your common
shares may affect the ability or rate at which Yorkville sells its
shares of your Common
Stock and, as a result, may restrict the amount or timing of
additional financing you are
able to obtain pursuant to the Standby Equity Purchase Agreement in
light of the
Beneficial Ownership Limitation.
Liquidity and Capital Resources, page 77
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Ordinary
Shares, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
General
7. Please disclose whether the company is aware of any material adverse
trends, events or
FirstName LastNameHaggai Alon
transactions that have occurred subsequent to June 30, 2022 that would
materially impact
Comapany NameSMX
an investor's (Security Matters)
understanding of your Public Ltdfinancial
business, Co condition,
results of operations and
March cash flows.
29, 2023 Refer
Page 2 to Item 303 of Regulation S-K.
FirstName LastName
Haggai Alon
FirstName LastNameHaggai Alon
SMX (Security Matters) Public Ltd Co
Comapany
March NameSMX (Security Matters) Public Ltd Co
29, 2023
March3 29, 2023 Page 3
Page
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or
Matthew Crispino,
Staff Attorney, at (202) 551-3456 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Stephen Fox