SEC Comment Letter 0000000000-23-010570 to SMX (Security Matters) Public Ltd Co (SMX)
SMX (Security Matters) Public Ltd Co
Date: Sept. 25, 2023 · CIK: 0001940674 · Accession: 0000000000-23-010570
AI Filing Summary & Sentiment
File numbers found in text: 333-274595
Letter
United States securities and exchange commission logo September 25, 2023 Haggai Alon Chief Executive Officer SMX (Security Matters) Public Ltd Co Mespil Business Centre, Mespil House Sussex Road, Dublin 4, Ireland Re:SMX (Security Matters) Public Ltd Co Registration Statement on Form F-1 Filed September 20, 2023 File No. 333-274595 Dear Haggai Alon: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form F-1 Filed September 20, 2023 General 1.Given the nature of the offering, including the substantial portion of your shares being registered for resale that are held by a single entity relative to the number of shares outstanding, it appears that the transaction may be an indirect primary offering. Please provide us with an analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
FirstName LastNameHaggai Alon Comapany NameSMX (Security Matters) Public Ltd Co September 25, 2023 Page 2 FirstName LastName Haggai Alon SMX (Security Matters) Public Ltd Co September 25, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Stephen E. Fox
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United States securities and exchange commission logo
September 25, 2023
Haggai Alon
Chief Executive Officer
SMX (Security Matters) Public Ltd Co
Mespil Business Centre, Mespil House
Sussex Road, Dublin 4, Ireland
Re:SMX (Security Matters) Public Ltd Co
Registration Statement on Form F-1
Filed September 20, 2023
File No. 333-274595
Dear Haggai Alon:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form F-1 Filed September 20, 2023
General
1.Given the nature of the offering, including the substantial portion of your shares being
registered for resale that are held by a single entity relative to the number of shares
outstanding, it appears that the transaction may be an indirect primary offering. Please
provide us with an analysis of your basis for determining that it is appropriate to
characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i).
For guidance, please see Question 612.09 of the Securities Act Rules Compliance and
Disclosure Interpretations.
FirstName LastNameHaggai Alon
Comapany NameSMX (Security Matters) Public Ltd Co
September 25, 2023 Page 2
FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
September 25, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Stephen E. Fox