[S-8] SMX (Security Matters) Public Ltd Co Employee Benefit Plan Registration

Rhea-AI Filing Summary

SMX (SMXWW) filed an S-8 registration to register securities for its employee benefit plan. The filing identifies the company as an emerging growth company and incorporates prior reports by reference, including audited consolidated financial statements by BDO Ziv Haft that include an explanatory paragraph about the company's ability to continue as a going concern. The prospectus/exhibit list references a 2022 Equity Incentive Plan and legal opinions and consents from Arthur Cox and BDO Ziv Haft. The filing lists certain officers and directors and shows current share counts and percentages for named holders and proposed option/award amounts where provided.

Positive

• Employee equity plan registration in place, enabling compensation and retention via the 2022 Equity Incentive Plan
• Audited financial statements are incorporated by reference, providing established external review of prior results
• Required legal opinions and consents (Arthur Cox, BDO Ziv Haft) are disclosed, supporting completeness of the registration

Negative

• Auditor's explanatory paragraph on going concern in the incorporated statements signals material financial uncertainty
• Filing is largely administrative with limited new financial detail; investors lack current operational or earnings information in this extract
• Potential dilution shown by listed award amounts could affect existing holders if instruments are issued

Insights

Financial Analyst

TL;DR: Routine S-8 filing for an employee benefit plan; important disclosure: audited statements include a going-concern paragraph.

The registration is primarily administrative, enabling issuance of equity under the 2022 Equity Incentive Plan. Incorporation by reference of audited 20-F statements provides financial context, but the auditor's going-concern explanatory paragraph is a material disclosure that could affect valuation and dilution assumptions tied to equity awards. The filing lists existing shareholdings and planned award amounts, useful for modeling potential dilution if awards are issued.

Corporate Governance Expert

TL;DR: Governance action to register employee-plan shares is routine, but the going-concern disclosure raises governance and oversight questions.

Registering shares under an equity incentive plan is a standard corporate governance step to compensate and retain personnel. However, the auditor's explanatory paragraph about the company's ability to continue as a going concern highlights elevated financial risk; boards should address contingency planning, transparency on capitalization, and alignment of incentive structures with shareholder interests under stressed conditions. The filing documents required legal consents and powers of attorney, indicating procedural completeness.

As filed with the Securities and Exchange Commission on September 22, 2025

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SMX (Security Matters) Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland		3590		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

+353-1-920-1000

Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland

(Address and telephone number of registrant’s principal executive offices)

2022 Equity Incentive Plan

(Full title of the plan)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stephen E. Fox, Esq. Samantha Guido, Esq. Ruskin Moscou Faltischek P.C. 1425 RXR Plaza East Tower, 15^th Floor Uniondale, NY 11556 Tel: (516) 663-6580 Connor Manning Arthur Cox Ten Earlsfort Terrace Dublin 2 D02 T380

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by SMX (Security Matters) Public Limited Company (the “Company”) relating to 10,280,000 ordinary shares of the Company, $0.000000000000287 par value per share (the “Ordinary Shares”), pursuant to, or upon exercise of, awards that have been granted or may be granted under our 2022 Equity Incentive Plan, as amended (the “Plan”). The Company previously registered 665,354 (post-reverse stock split) Ordinary Shares issuable under the Plan pursuant to this Registration Statement on Form S-8 originally filed with the SEC on July 16, 2025. The Plan has been amended to increase the number of shares available from 665,354 to 10,945,354.

Pursuant to the Registration Statement on Form S-8 filed by the Company on July 16, 2025 (Registration No. 333-288722) (the “Prior Registration Statement”), the Company previously registered 665,354 Ordinary Shares (as adjusted for the 1-for-7 reverse stock split effective August 7, 2025). The additional Ordinary Shares being registered by this Registration Statement are of the same class as those securities registered on the Prior Registration Statement and represent an increase in the total shares available for issuance under the Plan from 665,354 Ordinary Shares to 10,945,354 Ordinary Shares. Pursuant to General Instruction E to Form S-8, the registrant incorporates by reference into this Registration Statement the contents of the Prior Registration Statement, including all exhibits filed therewith or incorporated therein by reference, except as expressly modified herein.

This Registration Statement also includes a prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form S-3. The Reoffer Prospectus may be utilized for reofferings and resales by selling stockholders of up to 5,250,000 Ordinary Shares issued pursuant to the Plan. This Reoffer Prospectus may be used for the reoffer and resale of Ordinary Shares on a continuous or delayed basis that may be deemed to be “restricted securities” and/or “control securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, that are issuable to certain of our executive officers, employees, consultants and directors identified in the Reoffer Prospectus. The number of Ordinary Shares included in the Reoffer Prospectus represents Ordinary Shares issuable to the selling stockholders pursuant to equity awards, including stock options and restricted stock grants, granted to the selling stockholders and does not necessarily represent a present intention to sell any or all such Ordinary Shares.

As specified in General Instruction C of Form S-8, until such time as we meet the registrant requirements for use of Form S-3, the number of Ordinary Shares to be offered by means of this Reoffer Prospectus, by each of the selling security holders, and any other person with whom he or she is acting in concert for the purpose of selling our Ordinary Shares, may not exceed, during any three month period, the amount specified in Rule 144(e) of the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent or given to employees participating in the 2022 Equity Incentive Plan, as amended (the “Plan”), as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”). These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

REOFFER PROSPECTUS

5,250,000 Ordinary Shares

This reoffer prospectus (the “Reoffer Prospectus”) relates to the offer and sale from time to time by certain selling stockholders named in this Reoffer Prospectus (the “Selling Stockholders”), or their permitted transferees, of up to 5,250,000 Ordinary Shares of the Company This Reoffer Prospectus covers the offer and sale by the Selling Stockholders of up to 5,250,000 Ordinary Shares underlying stock options and restricted stock units previously granted to the Selling Stockholders pursuant to the Plan.

We are not offering any Ordinary Shares and will not receive any proceeds from the sale of the Ordinary Shares by the Selling Stockholders pursuant to this Reoffer Prospectus. The Selling Stockholders are “affiliates” of the Company (as defined in Rule 405 under the Securities Act).

Subject to other restrictions on them, the Selling Stockholders may from time to time (including in the case of Ordinary Shares offered hereby under stock options and restricted stock units, upon vesting and/or exercise) sell, transfer or otherwise dispose of any or all of the Ordinary Shares covered by this Reoffer Prospectus in various types of transactions, including through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. If underwriters or dealers are used to sell the Ordinary Shares, we will name them and describe their compensation in a prospectus supplement. The Ordinary Shares may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. We do not know when or in what amount the Selling Stockholders may offer the Ordinary Shares for sale. The Selling Stockholders may sell any, all or none of the Ordinary Shares offered by this Reoffer Prospectus. See “Plan of Distribution” beginning on page 16 for more information about how the Selling Stockholders may sell or dispose of the Ordinary Shares covered by this Reoffer Prospectus.

Before their sale under this Reoffer Prospectus, the Ordinary Shares covered by this Reoffer Prospectus are “control securities” or “restricted securities,” within the meaning of Instruction C to Form S-8 under the Securities Act. This Reoffer Prospectus has been prepared for the purposes of registering the Ordinary Shares under the Securities Act to allow for future sales by the Selling Stockholders on a continuous or delayed basis to the public without restriction.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

We are a “foreign private issuer” as defined under applicable Securities and Exchange Commission (“SEC”) rules and an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are eligible for reduced public company disclosure requirements.

Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SMX” and our public warrants are listed on The Nasdaq Capital Market under the symbol “SMXWW”. On September 19, 2025, the closing price of our Ordinary Shares was $1.46.

These are speculative securities. See “Risk Factors” beginning on page 14 for the factors you should consider before buying shares of our common stock.

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 reoffer prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this reoffer prospectus September 22, 2025.

TABLE OF CONTENTS

	Pages
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	14
DETERMINATION OF OFFERING PRICE	14
USE OF PROCEEDS	14
SELLING STOCKHOLDERS	15
PLAN OF DISTRIBUTION	16
LEGAL MATTERS	17
EXPERTS	17
WHERE YOU CAN FIND MORE INFORMATION	17
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS	18

This Reoffer Prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The Reoffer Prospectus may also add, update or change information contained or incorporated by reference in this Reoffer Prospectus. This Reoffer Prospectus and the documents incorporated by reference into this Reoffer Prospectus, includes all material information relating to the offering of securities under this Reoffer Prospectus. You should carefully read this Reoffer Prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference and the additional information under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference” before making an investment decision.

You should rely only on the information we have provided or incorporated by reference in this Reoffer Prospectus. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this Reoffer Prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this Reoffer Prospectus. You must not rely on any unauthorized information or representation. You should assume that the information in this Reoffer Prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this Reoffer Prospectus or any sale of a security.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this Reoffer Prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless the context indicates otherwise in this Reoffer Prospectus, the terms “SMX,” the “Company,” the “Registrant,” “we,” “our” or “us” in this Reoffer Prospectus refer to SMX (Security Matters) Public Limited Company unless otherwise specified.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Reoffer Prospectus may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Reoffer Prospectus may include, for example, statements about:

●	the Company’s financial performance;
●	the ability to maintain the listing of the Ordinary Shares on Nasdaq;
●	changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;
●	the Company’s ability to develop and launch new products and services;
●	the Company’s ability to successfully and efficiently integrate future expansion plans and opportunities;
●	the Company’s ability to grow its business in a cost-effective manner;
●	the Company’s product development timeline and estimated research and development costs;
●	the implementation, market acceptance and success of the Company’s business model;
●	developments and projections relating to the Company’s competitors and industry;
●	the Company’s approach and goals with respect to technology;
●	the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
●	the impact of war, state, terror threats, or adverse public health developments on the Company’s business;
●	changes in applicable laws or regulations; and
●	the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this Reoffer Prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

●	the outcome of any legal proceedings that may be instituted against the Company;
●	the ability to maintain the listing of the Ordinary Shares on Nasdaq;
●	changes in applicable laws or regulations;
●	the effects of future pandemics, or other future health crises on the Company’s business;
●	the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities;
●	the risk of downturns and the possibility of rapid change in the highly competitive industry in which the Company operates;
●	the risk that the Company and its current and future collaborators are unable to successfully develop and commercialize its products or services, or experience significant delays in doing so;
●	the risk that the Company may never achieve or sustain profitability;
●	the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;
●	the risk that the Company experiences difficulties in managing its growth and expanding operations;
●	the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations;
●	the risk that the Company is unable to secure or protect its intellectual property;
●	the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and
●	other risks and uncertainties described in this Reoffer Prospectus, including those under the section entitled “Risk Factors.”

PROSPECTUS SUMMARY

The SEC allows us to ‘‘incorporate by reference’’ certain information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Reoffer Prospectus, and information that we file later with the SEC will update automatically, supplement and/or supersede the information disclosed in this Reoffer Prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Reoffer Prospectus shall be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained in this Reoffer Prospectus or in any other document that also is or is deemed to be incorporated by reference in this Reoffer Prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus. You should read the following summary together with the more detailed information regarding our company, our Ordinary Shares and our financial statements and notes to those statements appearing elsewhere in this Reoffer Prospectus or incorporated herein by reference.

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Our Company

We envision our self as the next generation solution provider of brand protection, authentication and track and trace technology for the anti-counterfeit market. Our vision is to build confidence in the era of the digital economy, enabling parties to maintain trust in physical assets and processes. Our transformative solution aims at building on the principles of The United Nations’ Sustainability Development Goals, particularly Goal 12: “Ensure sustainable consumption and production patterns” that can create value for participants in the circular economy. As an increasing number of industries and sectors are committing to using recycled material and realizing the broader strategic vision of net zero carbon emissions, we believe our solution is the next generation for sustainability and the circular economy.

For more information about the Company, see the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Business Combination

On March 7, 2023 (the “Closing Date”), the Company consummated a business combination pursuant to the Business Combination Agreement, dated as of July 26, 2022 (the “BCA”), by and among the Company, Security Matters PTY, Lionheart and Aryeh Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and the scheme implementation deed, dated as of July 26, 2022 (“SID”), by and among the Company, Security Matters PTY, Lionheart and Merger Sub (collectively, the “Business Combination”), as follows:

●	Under the SID, Security Matters PTY proposed a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (“Corporations Act”) (“Scheme”) and the equal reduction of capital under section 256B of the Corporations Act pursuant to which all ordinary shares of Security Matters PTY were cancelled in accordance with the terms of the resolution of the shareholders of Security Matters PTY whereby the shareholders approved the capital reduction (“Capital Reduction”) which resulted in all shares in Security Matters PTY being cancelled in return for the issuance of ordinary shares of the Company, with the Company being issued one share in Security Matters PTY (“Security Matters Shares”) (this resulted in Security Matters PTY becoming a wholly owned subsidiary of the Company);
●	Under the SID, Security Matters PTY proposed an option scheme of arrangement under Part 5.1 of the Corporations Act (“Option Scheme”), which resulted in the Security Matters PTY options held by participants in the Option Scheme being subject to a cashless exercise based on a Black-Scholes valuation, in exchange for Security Matters Shares. Under the Scheme those shares were cancelled and the participants received Ordinary Shares on the basis of the Scheme consideration;
●	Security Matters PTY shareholders received consideration under the Scheme of 1 Ordinary Share per 10.3624 Security Matters Shares having an implied value of $10.00 per Ordinary Share and the Company became the holder of all of the issued shares in Security Matters PTY and Lionheart, with Security Matters PTY being delisted from the Australian Stock Exchange;
●	Merger Sub merged with and into Lionheart, with Lionheart surviving the merger as a wholly owned subsidiary of the Company; and
●	Existing Lionheart stockholders received Ordinary Shares in exchange for their existing Lionheart shares and existing Lionheart warrant holders had their warrants automatically adjusted to become exercisable in respect of Ordinary Shares instead of Lionheart shares.

Other than as set forth below, since our incorporation, there have been no material changes to our share capital, mergers, amalgamations or consolidations of the Company or any of our significant subsidiaries, no acquisitions or dispositions of material assets other than in the ordinary course of business, no material changes in the mode of conducting our business, no material changes in the types of products produced or services rendered and no name changes.

The following has occurred since our incorporation:

● The Business Combination and the transactions contemplated therewith;

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●	A 1:22 reverse stock split effected on August 21, 2023;
●	The trueGold Investment Agreement described below;
●	A 1:75 reverse stock split effected on July 15, 2024;
●	On November 11, 2024, the Company’s holding in SMX Circular Economy Platform PTE, Ltd. was reduced from 100% to 70%;
●	The increase in the Company’s holdings in trueGold to 52.9% in connection with the PMB Partners, LP Letter of Intent (“PMB LOI”) as described below; and
●	The 1:28.5 Reverse Stock Split, effected on January 15, 2025;
●	On March 26, 2025, the Company established a fully owned entity incorporated in Dubai Multi Commodities Centre Authority, United Arab Emirates with the name and style of “SMX Circular Economy FZCO”;
●	The 1:4.1 June Reverse Stock Split, effected on June 16, 2025; and
●	The 1:7 reverse stock split, effected on August 7, 2025.

There have been no bankruptcy, receivership or similar proceedings with respect to the Company or its significant subsidiaries. There have been no public takeover offers by third parties for our shares nor any public takeover offers by us for the shares of another company which have occurred during the last or current financial years. 

Recent Developments

Recent Developments

Letter of Intent with BT-SYSTEMS GmbH

On September 15, 2025, the Company announced the signing of a Letter of Intent with BT-SYSTEMS GmbH, through its Competence Center REDWAVE, to jointly develop next-generation sorting and certification solutions for the recycling industry.

The planned 12-month collaboration between BT-Systems – Competence Center REDWAVE and the Company is being structured to integrate the Company’s’s patented molecular marking and blockchain-backed digital passport technology into BT-SYSTEMS’ existing high-speed detection and sorting platforms.

The shared goal is to establish a clear path toward full transparency and traceability of strategic materials and products, while also enabling industries to transition more efficiently toward circularity.

August 2025 RBW Transaction

On August 1, 2025, the Company entered into a Securities Purchase Agreement (the “August RBW Agreement”) with Secure Net Capital LLC and Target Capital 1 LLC (the “Selling Stockholders”) to issue and sell to each of the Selling Stockholders a promissory note (the “August RBW Note”), for aggregate gross proceeds to the Company of up to $11.0 million, subject to conditions (the “August RBW Purchase Price”), before deducting fees to RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) (“RBW”) and other expenses payable by the Company in connection with the offering (the “August RBW Offering”).

Pursuant to the August RBW Agreement as originally entered into, the August RBW Purchase Price was to be paid as follows: $3,000,000 on the initial closing date (the “First Closing”); $3,000,000 on a second closing date prior to the effective date of the First Form F-1 (as defined below) (the “Second Closing”); $2,500,000 on a third closing upon the Third Closing Triggering Event (as defined in the August RBW Agreement); and $2,500,000 on a fourth closing on a fourth closing date prior to the effective date of a second Registration Statement on Form F-1.

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The Company committed to register for resale the Ordinary Shares that may be issued upon conversion of the August RBW Note with respect to the First Closing and the Second Closing, and filed a Registration Statement on Form F-1 (the “First Form F-1”) within ten business days of the First Closing.

The First Closing was on August 4, 2025 and the Second Closing was on August 26, 2025. The Company paid to RBW $480,000 in the aggregate in cash fees in relation to the transactions contemplated by the First Closing and the Second Closing, of which $240,000 was payable at the First Closing and $240,000 was payable at the Second Closing.

Prior to the Third Closing, on September 10, 2025 but dated September 9, 2025, the Company entered into the First Amendment to Securities Purchase Agreement (the “August RBW Amendment”) with the Selling Stockholders to reflect an increase in (a) the purchase price by $1,000,000, to up to $12,000,000 in the aggregate and (b) correspondingly, the aggregate principal due under the August RBW Note from $13,750,000 to $15,000,000 (the “Amended August RBW Principal Amount”), and to modify the funding schedule to reflect that the First Closing and Second Closing have already occurred and that the remaining balance of the August RBW Purchase Price, as amended, shall be funded in three tranches. The Amended August RBW Principal Amount carries an original issue discount of 20%. The maturity date of each August RBW Note is the 12-month anniversary of the original issuance date, or August 1, 2026, and is the date upon which the Amended August RBW Principal Amount, as well as any other fees, shall be due and payable.

Pursuant to the August RBW Amendment, the remaining balance of the Amended August RBW Principal Amount is to be paid as follows: $2,000,000 on the third closing date (the “Third Closing”); $1,000,000 upon the filing by the Company of the Second Form F-1 (as defined below) (the “Fourth Closing”); and $3,000,000 on a fifth closing date, which shall be no later than the date upon which the SEC declares the Second Form F-1 effective (the “Fifth Closing”).

The Company committed to register for resale the Ordinary Shares that may be issued upon conversion of the August RBW Note with respect to the Third Closing, the Fourth Closing and the Fifth Closing, and shall file a Registration Statement on Form F-1 (the “Second Form F-1”) within ten business days of the Third Closing.

The Company has used and intends to continue to use the net proceeds from the sale of the August RBW Note for working capital and general corporate purposes, and to pay down certain outstanding indebtedness and other liabilities of the Company.

RBW acted as placement agent for the Offering. Aegis Capital Corp. (“Aegis”) acted as exclusive advisor with respect to the Offering.

Each Selling Stockholder has the right, at any time, to convert all or any portion of the then outstanding and unpaid Amended August RBW Principal Amount and interest if any (including any costs, fees and charges) into the Company’s Ordinary Shares, at a conversion price equal to the greater of $0.332 and 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven trading days immediately prior to the date of conversion. Any such conversion is subject to limitations so each Selling Stockholder beneficially owns less than 4.99% of the Ordinary Shares; however, the Selling Stockholders have the right to waive this limitation and the Company expects that the Selling Stockholders will waive such limitations with respect to the August RBW Notes issued at the Third Closing, Fourth Closing and Fifth Closing, which if waived would cause us to issue a substantial number of freely tradable shares in a short period of time and that would have the effect of materially diluting our existing shareholders. Additionally, each Investor is limited from selling the Ordinary Shares issued upon conversion of the August RBW Note in an amount equal to 20% of the Company’s trading volume during the same trading day, which may be waived from time to time.

Subject to exceptions described in the August RBW Agreement, as amended, including relating to the permitted issuance of Company securities if such securities remain restricted through the maturity date of the Note or its earlier conversion in full, the Company may not sell any equity or equity-linked securities during the term of the August RBW Note without the Selling Stockholders’ consent.

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The August RBW Notes contain customary Events of Default for transactions similar to the transactions contemplated by the August RBW Purchase Agreement, as amended and the August RBW Note, which entitle each Selling Stockholder, among other things, to accelerate the due date of the unpaid principal amount of the August RBW Note. Upon the first occurrence of an Event of Default with respect to the August RBW Note, the Amended August RBW Principal Amount outstanding as of the Event of Default date shall be automatically increased by 20%. Additionally, from and after the occurrence and during the continuance of any Event of Default, each August RBW Note shall commence accruing interest at the rate of 20% per annum, and shall be due and payable on the first trading day of each calendar month during the continuance of such Event of Default.

The August RBW Agreement, as amended, contains certain representations and warranties made by each of the Company and the Selling Stockholders, as set forth therein.

On July 30, 2025, the Company entered into an engagement letter in connection with the Offering (the “Engagement Letter”), with RBW, pursuant to which RBW agreed to serve as the placement agent for the issuance and sale of securities of the Company pursuant to the August RBW Agreement. As compensation for such placement agent services, the Company has agreed to pay RBW, collectively with Aegis for its fees, an aggregate cash fee equal to 8.0% of the gross proceeds received by the Company from the August RBW Offering, plus up to $90,000 for its fees and expenses.

Further, pursuant to the Engagement Letter, RBW is entitled to compensation with respect to any financing of the Company occurring within 12 months of the termination or expiration of the Engagement Letter when such financing is provided by investors whom RBW actually introduced to the Company during the term of the Engagement Letter. The Engagement Letter also includes indemnification obligations of the Company and other provisions customary for transactions of this nature.

As of the date of this prospectus, $7,500,000 of the Amended August RBW Principal Amount has been converted into 5,848,260 Ordinary Shares, representing all of the principal and accrued interest under the August RBW Notes issued at the First Closing and the Second Closing.

Collaboration with A*STAR

On September 2, 2025, we announced a strategic collaboration with the Agency for Science, Technology and Research (A*STAR), Singapore’s lead public sector research and development agency, to pilot a national plastic circularity platform with brands, producers, manufacturers, waste collectors, recyclers and retailers. The collaboration combines SMX’s chemical molecular marking technology, patented reader and blockchain-based traceability platform with A*STAR’s digital, chemical spectroscopic detection and profiling research capabilities, to create an intelligent system to permanently mark, track and analyse plastics through their entire lifecycle—from manufacturing to recycling.

Phase 1 of the collaboration is expected to launch the first nationwide “digital passport” for plastics, tagging and tracing more than 5 000 tonnes of postconsumer flexible and rigid waste in real time. Semi-industrial integration is expected to start in Q1 2026, and a full scale commercial showcase is slated for Q2 2027—timed to provide industry with a turnkey compliance pathway ahead of impending extended producer responsibility mandates, with an end-stage capacity to tag and trace more than 5,000 tonnes of post-consumer plastics annually.

Each SMX-verified kilogram of recycled plastic would also be wrapped in a Plastic Cycle Token, a tradeable digital asset backed one-for-one by the molecular marker and its on-chain audit trail. The Plastic Cycle Token is engineered to supersede traditional carbon credits—potentially enabling recyclers to monetise verified recycled output, brands to hedge compliance risk, and investors to back measurable circularity.

Strategic Collaboration with Bio-Packaging Pte Ltd.

On August 25, 2025, the Company announced a strategic collaboration with Bio-Packaging Pte Ltd, a Singaporean manufacturer of Polyethylene, Post-consumer recycle (PCR), biodegradable and certified-compostable general packaging. The collaboration provides that the Company will embed its invisible molecular marker into Bio-Packaging’s PCR, biodegradable and certified-compostable product lines during extrusion to give brand owners and regulators verified proof of origin, material type, recycling loops and composting outcomes in real time.

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August 2025 Reverse Stock Split and Potential Future Stock Splits

On August 7, 2025, the Company’s Ordinary Shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-reverse stock split basis under the current symbol “SMX”. The new CUSIP number of the Company’s ordinary shares will be G8267K2174 and the new ISIN code will be IE000TB5RTG4.

On May 2, 2025, the Company’s Shareholders approved a proposal to amend the Company’s constitution to allow the Company’s Board of Director’s to consolidate and/or divide all or any of the Company’s classes of shares as the Board of Directors sees fit. As such, Shareholder approval was not required to effect the reverse stock split, and is not required to effect additional stock splits in the future.

The Company’s Board of Directors’ fixed the split ratio at 7:1, every seven ordinary shares of the Company with a nominal value of $0.000000000000041 per share will be automatically combined into one ordinary share with a nominal value of $0.000000000000287 per share.

All share, warrant, option quantity and exercise prices presented in this document are post-August 2025 reverse stock split unless otherwise mentioned.

The Company intends to strategically effect one or more additional reverse stock splits from time to time during the remainder of the fiscal year ended December 31, 2025 or beyond, without further shareholder approval; however, there can be no assurance that the Company will so effect additional reverse stock splits or what the ratio(s) may be for any such reverse stock split(s). The Company’s decision whether or not (and when) to effect additional reverse stock splits (and at what ratio to effect such reverse stock splits) will be based on a number of factors, including market conditions, existing and anticipated trading prices for the Ordinary Shares and the requirements of the Nasdaq Capital Market. The Company has historically effected reverse stock splits when there is downward pressure on the trading price of its Ordinary Shares, typically as a result of the sale into the market of registered Ordinary Shares upon the conversion of outstanding convertible promissory notes or warrants.

SMX (Treasury and Digital Asset Holding Company) Limited

The Company announced on July 22, 2025 that it will incorporate a new, wholly-owned subsidiary under the name SMX (Treasury and Digital Asset Holding Company) Limited, an Ireland private company (the “Treasury Subsidiary”).

The Treasury Subsidiary will be formed pursuant to the authority granted to management of the Company by the Company’s Board of Directors, to amend the Company’s existing treasury investment guidelines (the “Guidelines”) to allow for the Company’s potential acquisition of Bitcoin and/or other cryptocurrency assets (“Crypto Assets”) as a treasury reserve asset, with the objective of enhancing the value of the Company’s assets and providing a hedge against inflation.

The amendment to the Guidelines to reflect the potential acquisition of Crypto Assets has not yet been finalized by the Company.

Any actual acquisition of Crypto Assets, including the specific cryptocurrency, timing and amount, pursuant to the Guidelines, as amended, shall be subject to further review and preapproval of either the Company’s Audit Committee or the Board.

June 2025 Reverse Stock Split

On June 16, 2025, the Company’s Ordinary Shares began trading on Nasdaq on a post-reverse stock split basis under the current symbol “SMX”. The new CUSIP number of the Company’s Ordinary Shares is G8267K2166 and the new ISIN code is IE000B8AU702.

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The reverse stock split was previously approved by the Company’s shareholders on April 15, 2025. In accordance with the proposal approved by the Company’s shareholders, every 4.1 ordinary shares of the Company was automatically combined into one ordinary share (the “June Reverse Stock Split”).

The June Reverse Stock Split reduced the number of outstanding shares of the Company from approximately 4 million to approximately 1 million and affected all outstanding ordinary shares. Every 4.1 outstanding ordinary shares was combined into and automatically become 1 post-Reverse Stock Split Ordinary Share. The par value of the Ordinary Shares was increased from $0.00000000000001 to $0.000000000000041

PMB Amendment

On May 13, 2025 and effective March 31, 2025, the Company entered into an Amendment #2 to Promissory Note (“Second Amendment”) and an Amendment #2 to Senior Note (“Senior Note Second Amendment”) with PMB Partners LP (“PMB”). The Second Amendment and the Senior Note Second Amendment amended the maturity date of the Senior Promissory Notes to November 30, 2025 and amended the interest rates of the Senior Promissory Notes to 18% per annum. In addition, all accrued and unpaid interest was capitalized and added to the principal of the applicable Senior Promissory Note.

Termination of Alpha

On May 9, 2025, the Company terminated the Stock Purchase Agreement, dated April 19, 2024 (“Alpha SPA”), by and between the Company and Generating Alpha Ltd. (“Alpha”).

May 2025 RBW Transaction

On May 7, 2025, the Company entered into Securities Purchase Agreement (“RBW Purchase Agreement”) the Selling Stockholders to issue and sell to each of the Selling Stockholders a promissory note (the “RBW Note”), for aggregate gross proceeds to the Company of up to $5.5 million (the “RBW Purchase Price”), before deducting fees to RBW and other expenses payable by the Company in connection with the transaction. The RBW Purchase Price shall be paid as follows: $1,375,000 on the initial closing date; $1,375,000 on a second closing date on or about the filing date of this Form F-1; and $2,750,000 on a third closing date no later than the effective date of this Form F-1, as identified in the amendment to the RBW Purchase Agreement dated June 17, 2025.

The initial closing date contemplated by the RBW Purchase Agreement (the “RBW Offering”) occurred on May 8, 2025. The second closing occurred on May 22, 2025. The third closing occurred on July 3, 2025.

The Company used the net proceeds from the sale of the RBW Note for working capital and general corporate purposes, and pay certain outstanding indebtedness and other liabilities of the Company.

RBW acted as placement agent for the RBW Offering.

The RBW Notes are in the aggregate principal amount of up to $6,875,000 (the “RBW Principal Amount”), and carry an original issue discount of 20%. The maturity date of each RBW Note is the 12-month anniversary of the issuance date, or May 8, 2026, and is the date upon which the RBW Principal Amount, as well as any other fees, shall be due and payable.

Each Selling Stockholder has the right, at any time, to convert all or any portion of the then outstanding and unpaid RBW Principal Amount and interest if any (including any costs, fees and charges) into the Company’s Ordinary Shares at a conversion price equal to the greater of $0.32 and 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven trading days immediately prior to the date of conversion, subject to certain adjustments as provided in the RBW Note. Any such conversion is subject to conversion limitations, so each Investor beneficially owns less than 4.99% of the Ordinary Shares. Additionally, each Selling Stockholder is limited from selling the Ordinary Shares issued upon conversion of the RBW Note in an amount equal to 20% of the Company’s trading volume during the same trading day.

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Subject to exceptions described in the RBW Purchase Agreement, including relating to the permitted issuance of Company securities if such securities remain restricted through the maturity date of the RBW Note or its earlier conversion in full, the Company may not sell any equity or equity-linked securities during the term of the Note without the Selling Stockholders’ consent.

The RBW Notes contain customary Events of Default for transactions similar to the transactions contemplated by the RBW Purchase Agreement and the RBW Note, which entitle each Investor, among other things, to accelerate the due date of the unpaid principal amount of the RBW Note. Upon the first occurrence of an Event of Default with respect to the RBW Note, the RBW Principal Amount outstanding as of the Event of Default date shall be automatically increased by 20%. Additionally, from and after the occurrence and during the continuance of any Event of Default, each RBW Note shall commence accruing interest at the rate of 20% per annum, and shall be due and payable on the first trading day of each calendar month during the continuance of such Event of Default.

On May 6, 2025, the Company entered into an engagement letter in connection with the RBW Offering (the “RBW Engagement Letter”), with RBW, pursuant to which RBW agreed to serve as the placement agent for the issuance and sale of securities of the Company pursuant to the RBW Purchase Agreement. As compensation for such placement agent services, the Company has agreed to pay the RBW an aggregate cash fee equal to 8.0% of the gross proceeds received by the Company from the RBW Offering, plus up to $90,000 for its fees and expenses. The Company further paid a fee of $200,000 to Aegis.

The Company has also agreed to issue to RBW or its designees at the Closing, warrants (the “RBW Warrants”) to purchase a number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares issued upon conversion in full of the RBW Note. The RBW Warrants shall be in a customary form reasonably acceptable to the RBW, have a term of five years and an exercise price of $7.54 (post June Reverse Stock Split), equal to 115% of the closing price of the Ordinary Shares on May 7, 2025. The RBW Warrants shall contain customary terms, including, without limitation, provisions for corporate adjustments (stock splits, combinations and the like), and cashless exercise. Further, pursuant to the RBW Engagement Letter, RBW is entitled to compensation with respect to any financing of the Company occurring within 12 months of the termination or expiration of the RBW Engagement Letter when such financing is provided by investors whom RBW actually introduced to the Company during the term of the RBW Engagement Letter. Further, pursuant to the RBW Engagement Letter, RBW has a right of first refusal to act as sole book-running manager, sole underwriter or sole placement agent with respect to any public offering or private placement of equity, equity-linked or debt securities occurring during the twelve-month period following the closing, but subject in all cases to the Company’s preexisting obligations to Aegis. The RBW Engagement Letter also includes indemnification obligations of the Company and other provisions customary for transactions of this nature.

The Company paid RBW approximately $440,000 in the aggregate in cash fees in relation to the transactions contemplated by the RBW Purchase Agreement.

As of the date of this prospectus, the RBW Notes have been fully converted into Ordinary Shares.

Change in Par Value

On May 2, 2025, the Company’s shareholders approved the subdivision of its ordinary shares into 1 ordinary share of $0.00000000000001 par value with the same rights as each current ordinary share, and 470,250,014,886,351 new deferred shares of US$0.00000000000001 par value with the following rights: (i) each new deferred share shall not entitle the holder thereof to receive notice, attend or vote at general meetings of the Company; (ii) each New Deferred Share shall not entitle the holder thereof to participate in any dividends declared or paid by the Company; and (iii) on a return of capital on a winding up or otherwise, each New Deferred Share shall entitle the holder thereof to receive an amount of US$0.00000000000001 on each deferred share after an amount of $1,000,000,000 has been paid in respect of each ordinary share.

Agreement and Release

On April 2, 2025, the Company entered into an Agreement and Release (the “Alpha Release Agreement”) with Alpha, with respect to certain potential disputes the Company had with Alpha regarding loans Alpha made to the Company in 2024.

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Pursuant to the Alpha Release, the outstanding amounts owed under the April Note, was adjusted to equal $1,921,211.14, which amount was then automatically deemed converted into 14,235 Ordinary Shares of the Company at a conversion price per share of $134.96. The Company agreed to defer the issuance of an aggregate of 37,888 of such shares pursuant to the terms of the Alpha Release.

As a result of the Alpha Release and the transactions contemplated in the Alpha Release, all indebtedness as between the Company and Alpha has been deemed repaid in full and none of such loans are in any way in further force or effect.

The Alpha Release Agreement provides that each party fully releases the other for any and all claims against the other, other than with respect to claims to enforce the Alpha Release Agreement and as otherwise provided in the Alpha Release Agreement.

On May 9, 2025, the Company terminated the Alpha SPA.

March 2025 Note

On March 28, 2025, the Company consummated the transactions pursuant to a Securities Purchase Agreement (the “March 2025 Purchase Agreement”) dated as of March 28, 2025, and issued and sold to 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), a promissory note (the “March 2025 Note”), for gross proceeds to the Company of US$257,000.00 before deducting fees and other offering expenses payable by the Company. The Company used the net proceeds from the sale of the Note for general working capital purposes.

The March 2025 Note is in the principal amount of $295,550.00, which includes an original issue discount of US$38,550.00. A one-time interest charge of 12%, or $30,840.00 was applied to the principal. The maturity date of the March 2025 Note is March 30, 2026.

The accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in seven payments as follows: (1) on September 30, 2025, US$163,195.00; (2) on October 30, 2025, US$27,199.17; (3) on November 30, 2025, US$27,199.17; (4) on December 30, 2025, US$27,199.17; (5) on January 30, 2026, US$27,199.17; (6) on February 28, 2026, US$27,199.17; and (7) on March 30, 2026, US$27.199.15.

From the issue date through 90 days following the issue date, the Company may prepay the March 2025 Note in full at a 4% discount. For the next 90 days, the Company may prepay the March 2025 Note in full at a 3% discount. From the 151^st day following the issue date and ending the 270^th day following the issue date, the Company may prepay the March 2025 Note in full at a 2% discount.

The March 2025 Note contains customary Events of Default for transactions similar to the transactions contemplated by the March 2025 Purchase Agreement and the March 2025 Note. In the event of an Event of Default, (i) the March 2025 Note shall become immediately due and payable, (ii) the principal and interest balance of the March 2025 Note shall be increased by 150% and (ii) the March 2025 Note may be converted into Ordinary Shares. The conversion price shall equal the lowest closing bid price of the Ordinary Shares during the prior ten trading day period multiplied by 75% (representing a 25% discount). Any such conversion is subject to customary conversion limitations set forth in the March 2025 Note so 1800 Diagonal beneficially owns less than 4.99% of the Company’s Ordinary Shares. 1800 Diagonal shall be entitled to deduct $1,500 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.

Incentive Equity Plan

On February 24, 2025, the Company amended its 2022 Incentive Equity Plan (“2022 Incentive Equity Plan”) to increase the number of authorized Ordinary Shares under the 2022 Incentive Equity Plan to 83,580 from 239. Thereafter, the Company granted an aggregate of 60,976 restricted stock united and 18,641 stock options to its executive officers and directors, certain consultants, employees and advisors of the Company.

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On March 17, 2025, the Company amended the 2022 Incentive Equity Plan, to further increase the number of authorized Ordinary Shares under the 2022 Incentive Equity Plan to 88,211 from 83,508. Thereafter, the Company granted 4,704 stock options to certain consultants of the Company.

On June 17, 2025, the Company amended its 2022 Incentive Equity Plan, as amended, to increase the number of authorized Ordinary Shares under the 2022 Incentive Equity Plan to 609,640 from 88,211. Thereafter, the Company granted an aggregate of 330,715 restricted stock units and 190,714 stock options, to its executive officers and directors, and to certain consultants, employees and advisors to the Company.

On July 3, 2025, the Company amended its 2022 Incentive Equity Plan, as amended, to increase the number of authorized Ordinary Shares under the 2022 Incentive Equity Plan to 665,354 from 609.640. Thereafter, the Company granted an aggregate of 50,714 restricted stock units and 5,000 stock options to certain consultants, employees and advisors to the Company.

On August 26, 2025, the Company amended its 2022 Incentive Equity Plan, to increase the number of authorized Ordinary Shares under the 2022 Incentive Equity Plan to 7,795,354 from 665,354. Thereafter the Company granted an aggregate of 5,630,000 restricted stock units and 1,500,000 stock options to its executive officers and directors, and to certain consultants, employees and advisors to the Company.

On September 4, 2025, the Company amended its 2022 Incentive Equity Plan to increase the number of authorized Ordinary Shares under the 2022 Incentive Equity Plan to 10,945,354 from 7,795,354. Thereafter, the Company granted an aggregate of 1,750,000, restricted stock united and 1,400,000 stock options to its executive officers and directors, certain consultants, employees and advisors of the Company.

As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely on home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d) and, accordingly, the Company so elected to approve the amendment without stockholder approval.

Share Issuances to Service Providers

On July 3, 2025, the Company issued 79,286 Ordinary Shares to certain consultants and debt providers.

On August 26, 2025, the Company issued 500,000 Ordinary Shares and 100,000 stock options to certain consultants and debt providers.

Promissory Note Financing

The Company entered into transactions pursuant to a Securities Purchase Agreement, dated August 30, 2024 (“1800 SPA”), with 1800 Diagonal and issued and sold to an 1800 Diagonal a promissory note (“August Note”), for gross proceeds to the Company of $194.5 thousand, before deducting fees and other offering expenses payable by the Company. The Company used the net proceeds from the sale of the August Note for general working capital purposes.

The August Note was in the principal amount of $223.6 thousand, which included an original issue discount of $29 thousand. A one-time interest charge of 10%, or $22 thousand was applied to the principal. The maturity date of the August Note is June 30, 2025.

The accrued, unpaid interest and outstanding principle, subject to adjustment, shall be paid in five payments as follows: (1) on February 28, 2025, $123 thousand; (2) on March 30, 2025, $30.7 thousand; (3) on April 30, 2025, $30.7 thousand; (4) on May 30, 2025, $30.7 thousand; and (5) on June 30, 2025, $30.7 thousand.

The August Note contains customary events of default for transactions similar to the transactions contemplated by the 1800 SPA and the promissory note. In the event of an Event of Default (as defined in the 1800 SPA and August Note), (i) the promissory note shall become immediately due and payable, (ii) the principal and interest balance of the August Note shall be increased by 150% and (ii) the August Note may be converted into Ordinary Shares of the Company at the sole discretion of 1800 Diagonal. The conversion price shall equal the lowest closing bid price of the Ordinary Shares during the prior ten trading day period multiplied by 75% (representing a 25% discount). Any such conversion is subject to customary conversion limitations set forth in the promissory note so 1800 Diagonal beneficially owns less than 4.99% of the Company’s Ordinary Shares. 1800 Diagonal shall be entitled to deduct $1.5 thousands from the conversion amount in each notice of conversion to cover 1800 Diagonal’s deposit fees associated with each notice of conversion.

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The Company paid to ClearThink Securities as placement agent, approximately $18 thousands in cash fees in relation to the transactions contemplated by the 1800 SPA.

As of December 31, 2024, the August Note amounted to $268 thousand. As of June 30, 2025, the Company has fulfilled its entire obligation under the August Note.

Implications of Being an “Emerging Growth Company” and a “Foreign Private Issuer”

The Company qualifies as an “emerging growth company” as defined in the JOBS Act. As an “emerging growth company,” the Company may take advantage of certain exemptions from specified disclosure and other requirements that are otherwise generally applicable to public companies. These exemptions include:

●	not being required to comply with the auditor attestation requirements for the assessment of our internal control over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
●	reduced disclosure obligations regarding executive compensation; and
●	not being required to hold a nonbinding advisory vote on executive compensation or seek shareholder approval of any golden parachute payments not previously approved.

The Company may take advantage of these reporting exemptions until it is no longer an “emerging growth company.”

The Company is also considered a “foreign private issuer” and will report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a non-U.S. company with “foreign private issuer” status. This means that, even after the Company no longer qualifies as an “emerging growth company,” as long as it qualifies as a “foreign private issuer” under the Exchange Act, it will be exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:

●	the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
●	the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
●	the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events

The Company may take advantage of these reporting exemptions until such time that it is no longer a “foreign private issuer.” The Company could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of the Company’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of the Company’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of the Company’s assets are located in the United States; or (iii) the Company’s business is administered principally in the United States.

The Company may choose to take advantage of some but not all of these reduced burdens. The Company has taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained in this prospectus may be different from the information you receive from the Company’s competitors that are public companies, or other public companies in which you have made an investment.

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As a foreign private issuer, the Company is also permitted to follow certain home country corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers. In order to rely on this exception, the Company is required to disclose each Nasdaq rule that it does not intend to follow and describe the home country practice that it will follow in lieu thereof. The Company currently follows the following Irish corporate governance practices in lieu of Nasdaq corporate governance rules: The Company has elected to (a) amend its 2022 Equity Incentive Plan to increase the number of shares authorized under the plan without stockholder approval, (b) follow home country practice in lieu of the requirements under Nasdaq Rule 5635(d) to seek shareholder approval in connection with certain transactions involving the sale, issuance and potential issuance of its Ordinary Shares (or securities convertible into or exercisable for its Ordinary Shares) at a price less than certain referenced prices, if such shares equal 20% or more of the Company’s Ordinary Shares or voting power outstanding before the issuance, and (c) follow home country practice in lieu of the requirements under Nasdaq Rule 5635(c) to seek shareholder approval in connection with the establishment or material amendment of a stock option or purchase plan or arrangement pursuant to which stock may be acquired by officers, directors, employees or consultants.

Corporate Structure

The Company has seven wholly owned subsidiaries: Lionheart, Security Matters PTY, trueSilver SMX Platform Ltd. (Canada) (“trueSilver”), SMX Fashion and Luxury (France), Security Matters Canada Ltd. (Canada), SMX (Security Matters) Ireland Limited (Ireland) and SMX Circular Economy FZCO (UAE), which was formed on April 18, 2025. Additionally, the Company owns 70% of SMX Circular Economy Platform PTE, Ltd. (Singapore) (“SMX Singapore”). The Company’s ownership in SMX Singapore was reduced to 70% on November 11, 2024.

Security Matters PTY has two wholly-owned subsidiaries: SMX Israel, and SMX Beverages Pty Ltd. (Australia). Security Matters PTY is also the record holder of 50% of Yahaloma, through SMX Israel, and 52.9% of trueGold Consortium Pty Ltd. (Australia) (“trueGold”).

The below chart details the organizational structure of the Company:

Corporate Information

The Company is a public limited company organized and existing under the laws of Ireland. The Company was formed on July 1, 2022 as a public limited company incorporated in Ireland under the name “Empatan Public Limited Company”. The Company changed its name to SMX (Security Matters) Public Limited Company on February 15, 2023. Its affairs are governed by its Amended and Restated Memorandum and Articles of Association, the Irish Companies Act of 2014 (“ICA”), and the laws of Ireland.

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The Company’s principal website is https://smx.tech. We do not incorporate the information thereon, or accessible through, our website into this prospectus, and you should not consider it a part of this prospectus.

Risk Factors

Our operations and financial results are subject to various risk and uncertainties. Before deciding to invest in our securities, you should carefully consider the factors described under “Risk Factors” beginning on page 14 of this Reoffer Prospectus, as well as the other information included elsewhere or incorporated by reference in this Reoffer Prospectus, and the risk factors described under “Part I, Item 1A. Risk Factors” in our most recent Annual Report on Form 20-F, as amended, and those contained in our other filings with the SEC that are incorporated by reference in this Reoffer Prospectus. Any of the foregoing risk factors could adversely affect our business, results of operations, financial condition and prospects. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

About this Offering

This Reoffer Prospectus relates to the public offering, which is not being underwritten, by the Selling Stockholders listed in this Reoffer Prospectus, of up to 5,250,000 Ordinary Shares underlying stock options and restricted stock units previously granted to the Selling Stockholders as executive officers or directors, as applicable, of the Company pursuant to the Plan. Subject to the vesting and/or exercise of the Ordinary Shares offered hereby pursuant to the terms of the relevant award agreements, the Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Ordinary Shares covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will receive none of the proceeds from the sale of Ordinary Shares by the Selling Stockholders. The Selling Stockholders will bear all sales commissions and similar expenses in connection with this offering. We will bear all expenses of registration incurred in connection with this Reoffer Prospectus, as well as any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Stockholders.

RISK FACTORS

An investment in our Ordinary Shares involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2025, as amended by our filing of Form 20-F/A on May 15, 2025, together with all of the other information appearing in or incorporated by reference into this Reoffer Prospectus. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our Ordinary Shares could decline due to any of these risks, and, as a result, you may lose all or part of your investment. The risks we have described also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

DETERMINATION OF OFFERING PRICE

The Selling Shareholders will determine at what price they may sell the offered Ordinary Shares, and such sales may be made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.

USE OF PROCEEDS

The Ordinary Shares to be offered and sold pursuant to this Reoffer Prospectus will be reoffered and resold by the Selling Stockholders or their transferees. We will not receive any proceeds from the resale of the Ordinary Shares by the Selling Stockholders.

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SELLING STOCKHOLDERS

This Reoffer Prospectus relates to the registration of up to 5,250,000 Ordinary Shares that are being registered for reoffer and resale by the Selling Stockholders who have received or acquired the shares pursuant to the Plan. The Selling Stockholders may resell all, a portion, or none of the Ordinary Shares from time to time. We are registering the shares in order to permit the Selling Stockholders to offer the shares for resale from time to time.

The table below lists the Selling Stockholders and other information regarding the “beneficial ownership” of the Ordinary Shares by each Selling Stockholder. In accordance with Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any Ordinary Shares as to which the Selling Stockholders have sole or shared voting power or investment power and any Ordinary Shares the Selling Stockholders have the right to acquire within 60 days.

The table below sets forth, as of September 19, 2025 (the “Determination Date”), (i) the name and position within the Company of each person who is offering the resale of shares by this Reoffer Prospectus; (ii) the number of shares that each Selling Stockholder may offer for sale from time to time pursuant to this Reoffer Prospectus, whether or not such Selling Stockholder has a present intention to do so; and (iii) the number of Ordinary Shares (and the percentage, if 1% or greater) each person will own after the offering, assuming they sell all of the shares offered. Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power. Unless otherwise indicated, the address for each Selling Stockholder listed in the table below is c/o SMX (Security Matters) Public Limited Company, Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland D04 T4A6.

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The Selling Stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the Selling Stockholders may change from time to time and, if necessary, we will amend or supplement this Reoffer Prospectus accordingly. We cannot give an estimate as to the number of Ordinary Shares that will actually be held by the Selling Stockholders upon termination of this offering because the Selling Stockholders may offer some or all of their Ordinary Shares under the offering contemplated by this Reoffer Prospectus or acquire additional Ordinary Shares. The total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this Reoffer Prospectus.

		Common Stock Beneficially Owned Prior to the Offering(1)								Common Stock Being				Common Stock Beneficially Owned After the Offering(1)(3)
Selling Stockholders		Shares				Percentage				Offered(2)				Shares				Percentage
Haggai Alon			1,303,438				3.78	%			1,200,000				-				-	%
Ophir Sternberg (4)			1,053,418				3.05	%			1,000,000				-				-	%
Amir Bader			564,615				1.64	%			550,000				-				-	%
Zeren Browne (5)			732,416				2.08	%			700,000				-				-	%
Pebble Sia Huei-Chieh (6)			628,860				1.79	%			600,000				-				-	%
Thomas Hawkins (7)			628,862				1.79	%			600,000				-				-	%
Roger Meltzer (8)			628,862				1.79	%			600,000				-				-	%

* Less than 1%

	1.	Beneficial ownership and the percentage of shares of Common Stock beneficially owned is computed on the basis of 11,897,696 Ordinary Shares outstanding as of the Determination Date and determined in accordance with the rules and regulations of the SEC.
	2.	Includes Ordinary Shares issuable upon settlement of stock options and restricted stock units, including those that will vest within 60 days from the Determination Date.
	3.	Assumes that all of the Ordinary Shares held by each Selling Stockholder and being offered under this Reoffer Prospectus are sold, and that no Selling Stockholder will acquire additional Ordinary Shares before the completion of this offering.
	4.	Ophir Sternberg, Lionheart’s Chairman, President and Chief Executive Officer, is the member of the Sponsor. Mr. Sternberg disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest. Include 104 fully vested options that settle into Ordinary Shares upon paying exercise price of $2,396.45 per option.
	5.	Includes 700,000 fully vested options that settle into Ordinary Shares upon paying exercise price of $3.0 per option. Includes 26,429 fully vested options that settle into Ordinary Shares upon paying exercise price of $31.64 per option. Includes 2,962 fully vested options that settle into Ordinary Shares upon paying exercise price of $71.176 per option. Include 63 fully vested options that settle into Ordinary Shares upon paying exercise price of $2,396.45 per option.
	6.	Includes 600,000 fully vested options that settle into Ordinary Shares upon paying exercise price of $3.0 per option. Includes 23,571 fully vested options that settle into Ordinary Shares upon paying exercise price of $31.64 per option. Includes 2,613 fully vested options that settle into Ordinary Shares upon paying exercise price of $71.176 per option. Include 63 fully vested options that settle into Ordinary Shares upon paying exercise price of $2,396.45 per option.
	7.	Includes 600,000 fully vested options that settle into Ordinary Shares upon paying exercise price of $3.0 per option. Includes 23,571 fully vested options that settle into Ordinary Shares upon paying exercise price of $31.64 per option. Includes 2,613 fully vested options that settle into Ordinary Shares upon paying exercise price of $71.176 per option. Include 63 fully vested options that settle into Ordinary Shares upon paying exercise price of $2,396.45 per option.
	8.	Includes 600,000 fully vested options that settle into Ordinary Shares upon paying exercise price of $3.0 per option. Includes 23,571 fully vested options that settle into Ordinary Shares upon paying exercise price of $31.64 per option. Includes 2,613 fully vested options that settle into Ordinary Shares upon paying exercise price of $71.176 per option. Include 63 fully vested options that settle into Ordinary Shares upon paying exercise price of $2,396.45 per option.

PLAN OF DISTRIBUTION

The Ordinary Shares covered by this Reoffer Prospectus are being registered by the Company for the account of the Selling Stockholders.

We will pay the expenses incident to this registration, on behalf of the Selling Stockholders. The Ordinary Shares offered may be sold from time to time directly by or on behalf of each Selling Stockholder in one or more transactions on the Nasdaq Capital marketplace or any other stock exchange on which the Ordinary Shares may be listed at the time of sale, in privately negotiated transactions, or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices.

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In connection with their sales, a Selling Stockholders and any participating broker or dealer may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and commissions under the Securities Act.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

In addition to any shares sold hereunder, Selling Stockholders may sell Ordinary Shares in compliance with Rule 144. There is no assurance that the Selling Stockholders will sell all or a portion of the common stock offered pursuant to this Reoffer Prospectus.

The Selling Stockholders may agree to indemnify any broker, dealer or agent that participates in transactions involving sales of the shares against certain liabilities in connection with the offering of the shares arising under the Securities Act.

We have notified the Selling Stockholders of the need to deliver a copy of this Reoffer Prospectus in connection with any sale of the shares.

LEGAL MATTERS

The validity of our Ordinary Shares has been passed upon by Arthur Cox LLP, Irish counsel to the Company.

EXPERTS

The consolidated financial statements of the Company as of December 31, 2024 and 2023 and for each of the years in the three year period ended December 2024, incorporated by reference in this Reoffer Prospectus have been audited by BDO Ziv Haft, an independent registered public accounting firm, as stated in their report. The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This reoffer prospectus is only part of a registration statement on Form S-8 that we have filed with the SEC under the Securities Act and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this reoffer prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document.

We are subject to the periodic reporting and other information requirements of the Exchange Act as applicable to a “foreign private issuer,” and we will file annual reports and other information from time to time with the SEC in accordance with such requirements. Our SEC filings will be available to the public on the internet at a website maintained by the SEC located at www.sec.gov.

The registration statement and the documents referred to below under “Incorporation of Certain Information by Reference” are also available on our website at https://smx.tech. We will make available on our website, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 20-F; our reports on Form 6-K; amendments to these documents; and other information as may be required by the SEC. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.

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INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this reoffer prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-8 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this reoffer prospectus. This reoffer prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this reoffer prospectus. Statements in this reoffer prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, are available at the SEC’s website at http://www.sec.gov. The documents we are incorporating by reference are:

	(a)	Our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 30, 2024, as amended by our filing of Form 20-F/A on May 3, 2024;
	(b)	Our Current Report on Form 6-K, filed with the SEC on August 29, 2025 (SEC File No. 000-41639);
	(c)	Our Current Report on Form 6-K, filed with the SEC on July 16, 2025 (SEC File No. 000-41639);
	(d)	Our Current Report on Form 6-K, filed with the SEC October 22, 2024 (SEC File No. 000-41639); and
	(e)	The description of the Company’s Ordinary Shares contained in our registration statement on Form 8-A filed with the SEC on March 7, 2023, including any amendment or report filed for the purpose of updating such description.

We are also incorporating by reference (i) all subsequent Annual Reports on Form 20-F that we file with the SEC and certain reports on Form 6-K that we furnish to the SEC after the date of the initial filing of and prior to the effectiveness of the registration statement of which this Reoffer Prospectus forms a part, and (ii) all such Annual Reports and certain reports on Form 6-K that we file after the effectiveness of the registration statement of which this Reoffer Prospectus forms a part, until we file a post-effective amendment indicating that the offering of the securities made by this Reoffer Prospectus has been terminated (in each case, if such Form 6-K states that it is incorporated by reference into this Reoffer Prospectus).

Any statement contained in this Reoffer Prospectus or in a document incorporated or deemed to be incorporated by reference into this Reoffer Prospectus will be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained in this Reoffer Prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.

We will provide, upon written or oral request, without charge to each person, including any beneficial owner, to whom a copy of this Reoffer Prospectus is delivered, a copy of any or all of the information incorporated herein by reference (exclusive of exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: SMX (Security Matters) Public Limited Company, Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland D04 T4A6; telephone number +353-1-920-1000.

You should rely only on information contained in, or incorporated by reference into, this Reoffer Prospectus and any supplement hereto. We have not authorized anyone to provide you with information different from that contained in this Reoffer Prospectus or incorporated by reference in this Reoffer Prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this Reoffer Prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-8 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this Reoffer Prospectus. This Reoffer Prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this Reoffer Prospectus. Statements in this Reoffer Prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, are available at the SEC’s website at http://www.sec.gov. The documents we are incorporating by reference are:

	(a)	Our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 30, 2024, as amended by our filing of Form 20-F/A on May 3, 2024;
	(b)	Our Current Report on Form 6-K, filed with the SEC on August 29, 2025 (SEC File No. 000-41639);
	(c)	Our Current Report on Form 6-K, filed with the SEC on July 16, 2025 (SEC File No. 000-41639);
	(d)	Our Current Report on Form 6-K, filed with the SEC October 22, 2024 (SEC File No. 000-41639); and
	(e)	The description of the Company’s Ordinary Shares contained in our registration statement on Form 8-A filed with the SEC on March 7, 2023, including any amendment or report filed for the purpose of updating such description.

We are also incorporating by reference (i) all subsequent Annual Reports on Form 20-F that we file with the SEC and certain reports on Form 6-K that we furnish to the SEC after the date of the initial filing of and prior to the effectiveness of the registration statement of which this Reoffer Prospectus forms a part, and (ii) all such Annual Reports and certain reports on Form 6-K that we file after the effectiveness of the registration statement of which this Reoffer Prospectus forms a part, until we file a post-effective amendment indicating that the offering of the securities made by this Reoffer Prospectus has been terminated (in each case, if such Form 6-K states that it is incorporated by reference into this Reoffer Prospectus).

Any statement contained in this Reoffer Prospectus or in a document incorporated or deemed to be incorporated by reference into this Reoffer Prospectus will be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained in this Reoffer Prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.

We will provide, upon written or oral request, without charge to each person, including any beneficial owner, to whom a copy of this Reoffer Prospectus is delivered, a copy of any or all of the information incorporated herein by reference (exclusive of exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: SMX (Security Matters) Public Limited Company, Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland D04 T4A6; telephone number +353-1-920-1000.

You should rely only on information contained in, or incorporated by reference into, this Reoffer Prospectus and any supplement hereto. We have not authorized anyone to provide you with information different from that contained in this Reoffer Prospectus or incorporated by reference in this Reoffer Prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

Item 4. Description of Securities

Not Applicable.

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Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

The Company is subject to the ICA. Subject to exceptions, the ICA does not permit a company to exempt a director or certain officers from, or indemnify a director against, liability in connection with any negligence, default, breach of duty or breach of trust by a director in relation to the company. The exceptions allow a company to (i) purchase and maintain director and officer insurance against any liability attaching in connection with any negligence, default, breach of duty or breach of trust owed to the company; and (ii) indemnify a director or other officer against any liability incurred in defending proceedings, whether civil or criminal (a) in which judgement is given in his or her favor or in which he or she is acquitted or (b) in respect of which an Irish court grants him or her relief from any such liability on the grounds that he or she acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused for the wrong concerned.

Under the Company’s Amended and Restated Memorandum and Articles of Association, subject to certain limitations and so far as may be permitted by the ICA, each director, officer or employee of the Company, and each person who is or was serving at the request of the Company as a director, officer or employee of another company, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company, shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto, including any liability incurred by him or her in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him or her as a director, officer or employee of the Company or such other company, partnership, joint venture, trust or other enterprise, and in which judgment is given in his or her favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the court. However, any such indemnity shall not be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company unless and only to the extent that the courts of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

The Company on closing entered into indemnification agreements with each of its directors to provide contractual indemnification providing for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the Company, and to Lionheart if applicable or, at Lionheart’s request, service to other entities, as officers or directors occurring at or prior to the Business Combination, to the maximum extent permitted by applicable law.

The Company maintains standard policies of insurance under which coverage is provided (1) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Company, and (2) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to any indemnification provision contained in the Company’s Amended and Restated Memorandum and Articles of Association or otherwise as a matter of law.

Item 7. Exemption from Registration Claimed

Not Applicable.

II-2

Item 8. Exhibits

3.1		Articles of Association of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form F-4 (Reg. No. 333-267301), as amended, initially filed with the SEC on September 6, 2022).
3.2		Form of Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Annex C to the Registration Statement on Form F-4 (Reg. No. 333-267301), as amended, initially filed with the SEC on September 6, 2022).
3.3		Deed of Variation-Scheme Implementation Deed, dated January 8, 2023, by and among Lionheart III Corp., Empatan Public Limited Company and Security Matters PTY (incorporated by reference to Annex B-2 to the Registration Statement on Form F-4 (Reg. No. 333-267301), as amended, filed with the SEC on January 12, 2023).
3.4		Constitution True Gold Consortium Pty Ltd. (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form F-4 (Reg. No. 333-267301), as amended, filed with the SEC on December 28, 2022).
3.5		Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form F-1 (Reg. No. 333-270674), as amended, initially filed with the SEC on March 17, 2023).
3.6		Amended Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 6-K filed with the SEC on August 18, 2023).
3.7		Further Amended Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference to Exhibit 3.7 to the Registration Statement on Form F-1 (Reg. No. 333-274774), as amended, initially filed with the SEC on September 29, 2023).
3.8		Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference to Exhibit 1.1 to the Company’s Report on Form 6-K filed with the SEC on July 11, 2024).
3.9		Amended Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference to Exhibit 1.9 to the Company’s Annual Report on Form 20-F, as amended, initially filed with the SEC on May 14, 2025).
3.10		Amended Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form F-1 (Reg. No. 333-287437), as amended, initially filed with the SEC on June 20, 2025).
3.11		Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference to Exhibit 1.1 to the Company’s Report on Form 6-K filed with the SEC on June 12, 2025).
3.12		Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference to Exhibit 1.1 to the Company’s Report on Form 6-K filed with the SEC on August 5, 2025).
4.1		2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on April 28, 2023).
5.1*		Opinion of Arthur Cox
23.1*		Consent of BDO Ziv Haft
23.2*		Consent of Arthur Cox (contained in Exhibit 5.1 hereof)
24.1*		Power of Attorney (included on the signature page of this Registration Statement)
107.1*		Filing Fee Table

* Filed herewith

II-3

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-4

(5) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred and paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that it will:

(1) for determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.

(2) for determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused and authorized this registration statement to be signed on its behalf by the undersigned.

	SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
September 22, 2025	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	CEO

POWER OF ATTORNEY

Each of the undersigned individuals hereby severally constitutes and appoints each of Haggai Alon as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments to this registration statement, and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Haggai Alon		Chief Executive Officer and Director		September 22, 2025
Haggai Alon		(Principal Executive Officer)
		Chairman of the Board of Directors
Ophir Sternberg
/s/ Zeren Browne		Executive Vice President, Chief Strategy Officer		September 22, 2025
Zeren Browne		and Director
/s/ Amir Bader		Director, and Interim Chief Financial Officer (Principal Financial and Accounting Officer)		September 22, 2025
Amir Bader
/s/ Roger Meltzer		Director		September 22, 2025
Roger Meltzer
		Director
Thomas Hawkins
		Director
Pebble Sia Huei-Chieh

II-6

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed on behalf of the registrant by the undersigned, solely in his capacity as the duly authorized representative of the registrant in the United States, on September 22, 2025.

Puglisi & Associates
By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title	Managing Director

II-7

FAQ

What is the purpose of the S-8 filing for SMX (SMXWW)?

The S-8 registers securities to be issued under the company's 2022 Equity Incentive Plan for employee benefit and compensation purposes.

Does the filing include audited financial statements for SMX?

Yes; the filing incorporates audited consolidated financial statements by BDO Ziv Haft, which include an explanatory paragraph about the company's going-concern status.

Is SMX identified as an emerging growth company in this filing?

Yes; the filing indicates the company is an emerging growth company.

Do the materials show potential dilution amounts?

The excerpt lists named holders with current share counts and proposed award/option amounts (for example, entries showing amounts like 600,000 or 700,000), which indicate possible future dilution if issued.

Which legal and audit firms provided opinions or consents for this registration?

The filing references legal opinion and consent from Arthur Cox and audit consent from BDO Ziv Haft.