Filed
pursuant to 424(b)(3)
Registration
Statement No. 333-297814
PROSPECTUS
SUPPLEMENT NO. 2
(To
Prospectus dated August 4, 2026)
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY
Up
to 9,076,535 Ordinary Shares
(taking
into account the 2.8:1 reverse stock split effective as of November 9, 2026)
This
prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus dated August
4, 2026, as supplemented, contained in our Registration Statement on Form F-1 (Registration No.: 333-297814) (as supplemented, the “Prospectus”),
relating to the resale, from time to time, of up to an aggregate of 9,076,535 ordinary shares of the Company, $0.0000000156408973 par
value per share (“Ordinary Shares”), taking into account the 2.8:1 reverse stock split effective as of November 9, 2026 and
further described below, by the Selling Stockholder named elsewhere in the Prospectus (the “Selling Stockholder” or the “SEPA
Investor”). The Ordinary Shares included in the Prospectus consist of Ordinary Shares that the Company may, in its discretion,
elect to issue and sell to the SEPA Investor, from time to time after the date of the Prospectus, pursuant to a Standby Equity Purchase
Agreement the Company entered into with the SEPA Investor on December 1, 2025, as amended (the “SEPA”), in which the SEPA
Investor has committed to purchase from the Company up to $250,000,000 of the Company’s Ordinary Shares in an equity line of credit
(the “Equity Line”), subject to the terms and conditions specified in the SEPA. As of November 9, 2026, the Company has drawn
down approximately $4.76 million from the Commitment Amount under the SEPA and had issued an aggregate of 508,929 Ordinary Shares to
the SEPA Investor, in each case under the Prospectus. See the section of the Prospectus entitled “Committed Equity Financing”
for a description of the SEPA and the section entitled “Selling Stockholder” for additional information regarding the Selling
Stockholder.
Specifically,
this Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with certain information
contained in our Report on Form 6-K, which was submitted to the U.S. Securities and Exchange Commission (the “SEC”) on November
12, 2025 (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in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement modifies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 November 9, 2026, the closing price of our Ordinary Shares was $9.35.
Investing
in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors” beginning on page
13 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 November 12, 2026
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 November 2026
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 ☐
On November 10, 2026, SMX (Security Matters)
Public Limited Company (the “Company”) amended its 2022 Incentive Equity Plan, as amended (the “Incentive Plan”),
to increase the number of Ordinary Shares of the Company authorized for issuance under the Incentive Plan from 279,157 (after
taking into account the Company’s 2.8-for-1 share consolidation effective as of November 9, 2026) to 901,157 (the “Amendment”).
As a foreign private issuer, the Company
is permitted under Nasdaq Rule 5615(a)(3) to follow home country corporate governance practices in lieu of certain of the requirements
of the Nasdaq Rule 5600 Series and Rule 5250(d) and, accordingly, the Company elected to approve the Amendment without shareholder
approval.
Thereafter, as of November 12, 2026,
the Company granted 188,000 restricted stock units (“RSUs”) to Haggai Alon, the Company’s Chief Executive Officer,
25,000 RSUs to Amir Bader, the Company’s Interim Chief Financial Officer, 25,000 RSUs to Zeren Browne, the Company’s Executive
Vice President and Chief Strategy Officer, and an aggregate of 77,000 RSUs to the other directors of the Company. Additionally, the Company
granted an aggregate of 307,000 RSUs to certain of the Company’s advisory board members, employees and other service providers
for services rendered. All such RSUs vested as to 75% on the date of grant, with the remaining 25% vesting on March 31,
2027, except for an aggregate of 59,000 RSUs granted to certain advisory board members and service providers, which vested in
full upon grant.
The information included in this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the registration
statements on Form F-3 (File Numbers 333-294606 and 333-297212) and Form S-8 (File Numbers 333-288722, 333-290452 and 333-294122) of the
Company (including any prospectuses forming a part of such registration statements), and shall be a part thereof from the date on which
this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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:
November 13, 2026
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SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY |
| |
|
| |
By: |
/s/
Haggai Alon |
| |
Name: |
Haggai
Alon |
| |
Title: |
Chief
Executive Officer |
