F-1/A: SMX (Security Matters) Public Limited Company Files Amendment No. 1 to Form F-1 Registration Statement

SMX (Security Matters) Public Limited Company files an amendment to its Form F-1 registration statement for the resale of ordinary shares by selling stockholders.

Summary

• SMX (Security Matters) Public Limited Company filed Amendment No. 1 to its Form F-1 registration statement.
• The registration statement pertains to the resale of up to 212,287 ordinary shares by selling stockholders.
• The company will not receive any proceeds from the resale of shares by the selling stockholders, but may receive up to approximately $148 from the exercise of warrants.
• The document details various agreements, including securities purchase agreements, loan agreements, and amendments, involving the issuance of promissory notes, warrants, and ordinary shares.
• Recent developments include a reverse stock split, a letter of intent with PMB Partners, and a strategic partnership with Brinks.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced disclosure requirements.
• The document outlines various risk factors associated with investing in the company's securities, including market volatility, competition, and regulatory challenges.

Sentiment

Score: 5

Explanation: The document presents a mix of positive developments (partnerships, successful trials) and negative aspects (financial losses, potential risks). The sentiment is neutral overall.

Positives

• The company has secured a strategic partnership with Brinks to enhance gold marking, auditing, and storage.
• The company has successfully completed the marking of 21 tons of natural rubber from tree to tire, demonstrating a proven verification technology.
• The company has finalized a solution to track and report the ethical sourcing of ores and can demonstrate a market-leading verification process for premium steel products.
• The company has appointed Dr. Amnon Azoulay as the new head of online and industrial detectors.
• The company has a $30 million stock purchase agreement with Generating Alpha Ltd.

Negatives

• The company will not receive any proceeds from the resale of Ordinary Shares included in this prospectus by the Selling Stockholders.
• The company has incurred and continues to incur losses and continues to generate negative cash flows from operations since inception in 2015.
• The company is subject to customary indemnification terms in favor of the Investor and its affiliates and certain other parties.
• The company is considering its next steps with respect to the matter, including whether to explore breach of contract claims as against the Investor and/or seeking specific performance under the terms of the Transaction Documents.
• The company is subject to customary indemnification terms in favor of the Investor and its affiliates and certain other parties.

Risks

• A market for the company's securities may not continue, which would adversely affect the liquidity and price of its securities.
• The company may be unable to, and it may be difficult and costly to, obtain, maintain, protect, or enforce its intellectual property and other proprietary rights sufficiently.
• Conditions in Israel and relations between Israel and other countries could adversely affect the company's business.
• The enactment of legislation implementing changes in taxation of international business activities, the adoption of other corporate tax reform policies, or changes in tax legislation or policies could impact the company's future financial position and results of operations.
• The company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.
• There can be no assurance that the company will be able to comply with the continued listing standards of Nasdaq.

Future Outlook

The company expects that its existing cash and cash equivalents, along with amounts it may draw down from time to time under the $30,000,000 SPA, and receivables from clients once paid, will be sufficient to fund its operations for the foreseeable future but perhaps at a delayed or reduced scope.

Industry Context

The company operates in the competitive anti-counterfeit and track-and-trace industry, which is subject to global and domestic competition. The company's technology aims to address the growing demand for sustainable and circular economy solutions, brand authentication, and supply chain integrity.

Management Changes

Related Party Transactions

• The document details various related party transactions, including loans from related parties, payments for administrative services, and the acquisition of shares in True Gold Consortium Pty Ltd.

Stakeholder Impact

• The document outlines potential impacts on shareholders, employees, customers, suppliers, and creditors due to various factors, including market volatility, competition, and regulatory challenges.

Next Steps

• The joint service between the Company (via trueGold Consortium) and Brinks lab located in Dubai is expected to commence during the third quarter of 2024.
• The initiative is being designed to present a reliable, ethical digital credit platform, aiming to capitalize on billions of dollars in recyclable plastics credits in a newly created market.

Key Dates

Keywords

Ordinary Shares, Securities, Warrants, Business Combination, Registration Statement, Selling Stockholders, Agreements, Company, SMX