F-1: SMX (Security Matters) Public Limited Company Plans Resale of Up to 21.5 Million Ordinary Shares

SMX (Security Matters) Public Limited Company is registering for the resale of up to 21,484,375 ordinary shares by selling stockholders, potentially receiving these shares from the conversion of a convertible promissory note.

Summary

• SMX (Security Matters) Public Limited Company has filed a registration statement for the resale of up to 21,484,375 ordinary shares.
• These shares may be received by selling stockholders upon conversion of a $6,875,000 convertible promissory note.
• The company will not receive any proceeds from the sale of these shares by the selling stockholders.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced disclosure requirements.
• The company's ordinary shares are listed on The Nasdaq Capital Market under the symbol SMX.
• The company has a limited operating history and faces risks related to its financial statements, ownership of ordinary shares, and business operations.

Sentiment

Score: 3

Explanation: The document presents a mixed picture. While it highlights the company's vision and technology, it also emphasizes significant financial risks, including going concern issues and the need for additional funding. The overall sentiment is cautiously negative due to the financial uncertainties.

Positives

• The company's ordinary shares are listed on The Nasdaq Capital Market under the symbol SMX.
• The company is an emerging growth company and a foreign private issuer, allowing for reduced disclosure requirements.

Negatives

• The company's financial statements for the year ended December 31, 2024, contain an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
• The company is subject to significant accounts payable and other current liabilities.
• The company has a relatively limited operating history, which may result in increased risks, uncertainties, expenses and difficulties, and it may be difficult to evaluate our future prospects.

Risks

• The company's financial statements for the year ended December 31, 2024, contain an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
• The company is subject to significant accounts payable and other current liabilities.
• A market for the company's securities may not continue, which would adversely affect the liquidity and price of the company's securities.
• The company is a company with a relatively limited operating history, which may result in increased risks, uncertainties, expenses and difficulties, and it may be difficult to evaluate our future prospects.
• The company will need in the future to raise additional funds, inter alia, by equity, debt, or convertible debt financings, to fund its day to day operations and to support its growth, and those funds may be unavailable on acceptable terms, or at all.
• The company's markers may include hazardous materials which may put customers, employees and other parties in our supply chain at risk.

Future Outlook

The company plans to continue to make investments to support its growth and will require additional funds to respond to business challenges that may arise, including the need to develop new products and services, enhance its technology, scale and improve its operating infrastructure, or acquire complementary businesses and technologies.

Industry Context

The company operates in the anti-counterfeit and track and trace industry, which is subject to global and domestic competition. The company aims to become a market standard for circular economy solutions, brand authentication, and supply chain integrity.

Legal Proceedings

• The Company is currently engaged in an arbitration process with R&I Trading.

Related Party Transactions

• The document mentions several related party transactions, including agreements with trueGold, PMB Partners, and certain executive officers and directors.

Stakeholder Impact

• The company's financial condition and ability to continue as a going concern could impact key stakeholders such as shareholders, employees, customers, suppliers, and creditors.

Next Steps

• The selling stockholders may sell the Ordinary Shares at prevailing market or privately negotiated prices.
• The company intends to use the net proceeds from the sale of the RBW Note for working capital and general corporate purposes, and to pay down certain outstanding indebtedness and other liabilities of the Company.

Key Dates

Keywords

ordinary shares, resale, convertible note, emerging growth company, foreign private issuer, risk factors, financial statements, warrants, securities, SMX