Filed
pursuant to 424(b)(3)
Registration
Statement No. 333-279800
PROSPECTUS
SUPPLEMENT NO. 6
(To
Prospectus dated July 1, 2024)
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY
Issuance
of up to 200,000 Ordinary Shares
This
prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus dated July 1,
2024, as supplemented (the “Prospectus”), relating to the resale, from time to time of up to 200,000 ordinary shares (post-reverse
stock split) of the Company, $0.165 par value per share (“Ordinary Shares”), by Generating Alpha, Ltd., a Saint Kitts and
Nevis company (“Alpha”). The ordinary shares included in the Prospectus consist of ordinary shares that we may, in our discretion,
elect to issue and sell to Alpha, from time to time after the three month anniversary of the date of the Prospectus, pursuant to a Stock
Purchase Agreement we entered into with Alpha on April 19, 2024 (the “SPA”), in which Alpha has committed to purchase from
us up to $30,000,000 of our ordinary shares, subject to the terms and conditions specified in the SPA.
Specifically,
this Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with certain information
set forth below, which was otherwise reported by us to the U.S. Securities and Exchange Commission. Accordingly, we have included such
information in this Prospectus Supplement. Any statement contained in the Prospectus shall be deemed to be modified or superseded to
the extent that information in this Prospectus Supplement modifies or supersedes such statement. Any statement that is modified or superseded
shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This
Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements
and amendments thereto.
We
may further amend or supplement the Prospectus and this Prospectus Supplement from time to time by filing amendments or supplements as
required. You should read the entire Prospectus, this Prospectus Supplement and any amendments or supplements carefully before you make
your investment decision.
Our
Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “SMX” and our public warrants are listed on The
Nasdaq Capital Market under the symbol “SMXWW”. On December 5, 2024, the closing price of our Ordinary Shares was $0.2974.
Investing
in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors” beginning on page
14 of the Prospectus for a discussion of certain risk factors that you should consider before investing in our Ordinary Shares.
Neither
the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is December 6, 2024
Extraordinary
General Meeting of Shareholders
The
Company intends to hold an extraordinary general meeting of the Company on December 10, 2024, at 10:00 a.m., Eastern time (3:00 p.m.,
Irish time), for the purpose of considering and, if thought fit, passing the following resolution:
1.
To consolidate the Company’s ordinary shares (with a nominal value of US$0.165 per share) in the authorized but unissued and in
the authorized and issued share capital of the Company, at a ratio to be determined by a majority vote of the Chief Executive Officer
of the Company, the Chairman of the Board of the Company and the acting CFO of the Company; provided in no event shall the split ratio
be a ratio that would result in the Company’s ordinary shares be less than US$2.50 or in excess of US$10.00 (when based on the
closing price per ordinary share as of the record date of the EGM), into one ordinary share with a corresponding adjustment to the nominal
value per share.
If
a quorum is not present at the meeting, any number of shareholders who are present in person or by proxy, or who have delivered a proxy
card, will constitute a quorum, and shall be entitled to deliberate and to resolve in respect to the matters for which the meeting was
convened.
Announcement
of Potential Business Combination
On
December 6, 2024, the Company announced that it had entered into a non-binding Heads of Agreement with Ybyra Capital (B3: YBRA4), an
emerging holding company focused in commodities and real estate development in South America. The merger, as contemplated in the Heads
of Agreement and approved in principle by Ybyra Capital’s shareholders on 5 December 2024, sets forth a strategic framework expected
to position SMX to leverage synergies and expand into untapped high-growth markets.
The
key highlights of the Heads of Agreement include:
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Ybyra
will contribute certain fertilizer holdings, real estate assets and other assets in Brazil to a newly created Irish private company
wholly owned by SMX. An independent appraiser will establish the valuation of these assets. |
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● |
Ybyra
shareholders will receive shares in SMX in exchange for the contributed assets. |
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SMX
and Ybyra will each call a special shareholder meeting to approve the transactions, after finalizing definitive and binding agreements. |
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The
parties are targeting the first half of 2025 to close the merger. |
The
merger is expected to allow the harnessing of SMX’s expertise known as “material efficiency” and “equilibrium
effect” in marking, tracking, and certifying the authenticity and provenance of products such as coffee, tea, metals, palm oil,
and natural rubber. These capabilities will integrate with Ybyra’s logistics and commodity infrastructure—including fertilizer
facilities—expected to enable rapid scaling of SMX’s traceability solutions across South America and Asia.
SMX’s
scalable technology, after deployment across Ybyra’s logistics network, is expected to be then expanded into operations across
South America and Asia. The combined entity further intends to set new standards in sustainable and ethical certification for commodities
traded between South America and the United States, targeting evolving market demands and global sustainability goals in those regions.
SMX
and Ybyra expect that the combined company will capitalize on the accelerating trade between South America and Asia, driven by rising
demand for natural resources and the need for solutions that provide real-time information related to product sourcing, transparency,
and regard to sustainable supply chain trade. SMX also expects that by combining its innovative blockchain technology with Ybyra’s
strategic assets and logistical expertise, the emerging entity will provide a scalable infrastructure that facilitates efficient, accountable,
and transparent global trade. This platform is expected to enhance shareholder value by monetizing demand inherent to a multi-trillion-dollar
global trade market.
The
non-binding Heads of Agreement provides a roadmap, including the need for further due diligence, regulatory and shareholder approvals,
and drafting of definitive merger documents. The parties cannot at this time give any assurance that definitive documents will be executed
or delivered, that both companies will satisfy all expected closing conditions, including stockholder approvals, or that the transaction
will ever be consummated.
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