SEC Comment Letter 0000000000-24-011499 to SMX (Security Matters) Public Ltd Co (SMX)
SMX (Security Matters) Public Ltd Co
Date: Oct. 10, 2024 · CIK: 0001940674 · Accession: 0000000000-24-011499
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282337
Letter
October 10, 2024 Haggai Alon Chief Executive Officer SMX (Security Matters) Public Limited Company Mespil Business Centre, Mespil House, Sussex Road Dublin 4, Ireland Re:SMX (Security Matters) Public Limited Company Registration Statement on Form F-1 Filed September 26, 2024 File No. 333-282337 Dear Haggai Alon: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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. Registration Statement on Form F-1 The Offering, page 19 1.Given the nature of the offering and its size relative to the number of shares outstanding held by non-affiliates, it appears that the selling stockholders may be acting as conduits for the company in an indirect primary offering. Please revise to fix the price at which the shares will be sold for the duration of the offering and name the selling stockholders as underwriters. In the alternative, provide an analysis of why you believe this is not an indirect primary offering, taking into consideration each of the factors identified in Securities Act Rules Compliance and Disclosure Interpretations 612.09, as well as any other factors you deem relevant.
October 10, 2024 Page 2 Plan of Distribution, page 115 2.We note your disclosure that the selling stockholders may utilize "purchases by a broker-dealer as principal and resale by the broker-dealer for its account." Please confirm your understanding that the retention by a selling shareholder of a broker- dealer would constitute a material change to your plan of distribution requiring a post- effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K. 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 Mariam Mansaray at 202-551-6356 or Jeff Kauten at 202-551-3447 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Samantha M. Guido
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October 10, 2024
Haggai Alon
Chief Executive Officer
SMX (Security Matters) Public Limited Company
Mespil Business Centre, Mespil House, Sussex Road
Dublin 4, Ireland
Re:SMX (Security Matters) Public Limited Company
Registration Statement on Form F-1
Filed September 26, 2024
File No. 333-282337
Dear Haggai Alon:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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.
Registration Statement on Form F-1
The Offering, page 19
1.Given the nature of the offering and its size relative to the number of shares
outstanding held by non-affiliates, it appears that the selling stockholders may be
acting as conduits for the company in an indirect primary offering. Please revise to fix
the price at which the shares will be sold for the duration of the offering and name the
selling stockholders as underwriters. In the alternative, provide an analysis of why you
believe this is not an indirect primary offering, taking into consideration each of the
factors identified in Securities Act Rules Compliance and Disclosure Interpretations
612.09, as well as any other factors you deem relevant.
October 10, 2024
Page 2
Plan of Distribution, page 115
2.We note your disclosure that the selling stockholders may utilize "purchases by a
broker-dealer as principal and resale by the broker-dealer for its account." Please
confirm your understanding that the retention by a selling shareholder of a broker-
dealer would constitute a material change to your plan of distribution requiring a post-
effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
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 Mariam Mansaray at 202-551-6356 or Jeff Kauten at 202-551-3447
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Samantha M. Guido