Filed
pursuant to 424(b)(3)
Registration
Statement No. 333-276257
PROSPECTUS
SUPPLEMENT NO. 2
(To
Prospectus dated May 2, 2024)
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY
Issuance
of up to 909,090 Ordinary Shares
This
prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus contained in
our Post-Effective Amendment No. 1 to Form F-1, dated May 2, 2024 (the “Prospectus”), relating to the resale of up to 909,090
ordinary shares, $0.0022 par value per share (the “Ordinary Shares”), by the selling stockholders named elsewhere in this
prospectus (“Selling Stockholders”). The Ordinary Shares included in this prospectus consist of an aggregate of 909,090 Ordinary
Shares underlying warrants held by each of the Selling Stockholders. The warrants are not registered for resale.
Specifically,
this Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with certain information
set forth below and contained in our Report on Form 6-K, which was submitted to the U.S. Securities and Exchange Commission (the “SEC”)
on June 5, 2024 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this Prospectus Supplement. Any statement
contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement
modifies or supersedes such statement.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This
Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements
and amendments thereto.
We
may further amend or supplement the Prospectus and this Prospectus Supplement from time to time by filing amendments or supplements as
required. You should read the entire Prospectus, this Prospectus Supplement and any amendments or supplements carefully before you make
your investment decision.
Our
Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “SMX” and our public warrants are listed on The
Nasdaq Capital Market under the symbol “SMXWW”. On June 4, 2024, the closing price of our Ordinary Shares was $0.1624.
Investing
in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors” beginning on page
16 of the Prospectus for a discussion of certain risk factors that you should consider before investing in our Ordinary Shares.
Neither
the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is June 5, 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of June 2024
Commission
File Number: 001-41639
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY
(Exact
Name of Registrant as Specified in Charter)
Mespil
Business Centre, Mespil House
Sussex
Road, Dublin 4, Ireland
Tel:
+353-1-920-1000
(Address
of Principal Executive Offices) (Zip Code)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F ☐
Adjournment of Extraordinary General Meeting
On
June 4, 2024, SMX (Security Matters) Public Limited Company (the “Company”) convened its previously announced Extraordinary
General Meeting of Shareholders (the “Meeting”). However, the Meeting was adjourned for one week to the same day, time and
place due to a lack of quorum. Accordingly, the Meeting will be reconvened on Tuesday, June 11, 2024 at 10:00 a.m. (Eastern Time) and
3:00 p.m. (Irish Time), at Mespil Business Centre, Mespil House, Sussex Road, Dublin, 4 Ireland, D04 T4A6. (the “Adjourned Meeting”).
If a quorum is not present at the Adjourned 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. Proxy cards delivered for the Meeting will be voted at the Adjourned Meeting.
Resignation of Director
On May 31, 2024, Pauline Khoo, an independent
member of the Company’s Board of Directors, the Chairperson of the Company’s Audit Committee and a member of the Company’s
Compensation Committee, resigned from her positions with the Company. The resignation was not because of a disagreement with the Company
known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
The Company is identifying a replacement director
meeting the independence requirements and audit committee requirements of the Nasdaq Stock Market, and will announce such appointment
upon approval by the Board of Directors of the Company in accordance with Irish law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
June 5, 2024
|
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY |
|
|
|
|
By: |
/s/
Haggai Alon |
|
Name: |
Haggai
Alon |
|
Title: |
Chief
Executive Officer |
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