SEC Comment Letter 0000000000-24-004835 to SMX (Security Matters) Public Ltd Co (SMX)
SMX (Security Matters) Public Ltd Co
Date: April 30, 2024 · CIK: 0001940674 · Accession: 0000000000-24-004835
AI Filing Summary & Sentiment
File numbers found in text: 333-277553
Letter
United States securities and exchange commission logo April 30, 2024 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-1 Filed April 22, 2024 File No. 333-277553 Dear Haggai Alon: We have reviewed your post-effective amendment and have the following comment. 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 letter, we may have additional comments. Post-Effective Amendment No. 1 to Registration Statement on Form F-1 filed April 22, 2024 Selling Stockholders, page 101 1.You disclose that “no Selling Stockholder is a broker-dealer or an affiliate of a broker- dealer. We note, however, that EF Hutton LLC is one of the selling shareholders. Please revise your disclosure accordingly or advise. Please note that a registration statement registering the resale of shares being offered by a broker-dealer must identify the broker- dealer as an underwriter if the shares were not issued as underwriting compensation. For a selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller purchased the securities in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the seller had no agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable to make these statements in the prospectus, please disclose that the selling stockholder is an underwriter.
FirstName LastNameHaggai Alon Comapany NameSMX (Security Matters) Public Ltd Co April 30, 2024 Page 2 FirstName LastName Haggai Alon SMX (Security Matters) Public Ltd Co April 30, 2024 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. Please contact Marion Graham at 202-551-6521 or Matthew Crispino at 202-551-3456 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
April 30, 2024
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
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed April 22, 2024
File No. 333-277553
Dear Haggai Alon:
We have reviewed your post-effective amendment and have the following comment.
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 letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1 filed April 22, 2024
Selling Stockholders, page 101
1.You disclose that “no Selling Stockholder is a broker-dealer or an affiliate of a broker-
dealer. We note, however, that EF Hutton LLC is one of the selling shareholders. Please
revise your disclosure accordingly or advise. Please note that a registration statement
registering the resale of shares being offered by a broker-dealer must identify the broker-
dealer as an underwriter if the shares were not issued as underwriting compensation. For a
selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if
true, that: (1) the seller purchased the securities in the ordinary course of business; and (2)
at the time of purchase of the securities you are registering for resale, the seller had no
agreements or understandings, directly or indirectly, with any person, to distribute the
securities. If you are unable to make these statements in the prospectus, please disclose
that the selling stockholder is an underwriter.
FirstName LastNameHaggai Alon
Comapany NameSMX (Security Matters) Public Ltd Co
April 30, 2024 Page 2
FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
April 30, 2024
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.
Please contact Marion Graham at 202-551-6521 or Matthew Crispino at 202-551-3456
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology