SEC Comment Letter 0000000000-23-010838 to SMX (Security Matters) Public Ltd Co (SMX)
SMX (Security Matters) Public Ltd Co
Date: Sept. 29, 2023 · CIK: 0001940674 · Accession: 0000000000-23-010838
AI Filing Summary & Sentiment
File numbers found in text: 333-274595
Letter
United States securities and exchange commission logo September 29, 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 reviewed your amended registration statement and have the following 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. Unless we note otherwise, our references to prior comments are to comments in our September 25, 2023 letter. Registration Statement on Form F-1 General 1.We note your response to prior comment 1 and your assertion that the shares being registered only represent 81.03% of the shares outstanding. However, your disclosure indicates that you had 2,219,144 shares outstanding as of September 18, 2023 and you are registering 9,482,110 shares which is approximately 427% of the total shares outstanding, notwithstanding the beneficial ownership limitation. Please revise to provide a materially complete discussion regarding the dilutive impact on existing shareholders if all of the warrants were exercised and underlying shares sold. In addition, quantify the
FirstName LastNameHaggai Alon Comapany NameSMX (Security Matters) Public Ltd Co September 29, 2023 Page 2 FirstName LastName Haggai Alon SMX (Security Matters) Public Ltd Co September 29, 2023 Page 2 percentage of outstanding shares this transaction is registering assuming all of the warrants were exercised. Finally, clarify whether there are any restrictions on the selling stockholder as it relates to the resale of the warrants. 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 29, 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 reviewed your amended registration statement and have the following
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. Unless we note
otherwise, our references to prior comments are to comments in our September 25, 2023 letter.
Registration Statement on Form F-1
General
1.We note your response to prior comment 1 and your assertion that the shares being
registered only represent 81.03% of the shares outstanding. However, your disclosure
indicates that you had 2,219,144 shares outstanding as of September 18, 2023 and you are
registering 9,482,110 shares which is approximately 427% of the total shares
outstanding, notwithstanding the beneficial ownership limitation. Please revise to provide
a materially complete discussion regarding the dilutive impact on existing shareholders if
all of the warrants were exercised and underlying shares sold. In addition, quantify the
FirstName LastNameHaggai Alon
Comapany NameSMX (Security Matters) Public Ltd Co
September 29, 2023 Page 2
FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
September 29, 2023
Page 2
percentage of outstanding shares this transaction is registering assuming all of the
warrants were exercised. Finally, clarify whether there are any restrictions on the selling
stockholder as it relates to the resale of the warrants.
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