Correspondence 0001493152-23-014842 from SMX (Security Matters) Public Ltd Co (SMX)
SMX (Security Matters) Public Ltd Co
Date: May 1, 2023 · CIK: 0001940674 · Accession: 0001493152-23-014842
AI Filing Summary & Sentiment
File numbers found in text: 333-270674
Referenced dates: April 7, 2023
Letter
SMX (Security Matters) PLC
Mespil Business Centre, Mespil House, Sussex Road
Dublin 4, Ireland
April 28, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
F Street, N.E.
Washington, D.C. 20549
Attention: Austin Pattan and Matthew Crispino
RE:
SMX (Security Matters) PLC
Amendment No. 3 to Registration Statement on Form F-1
Filed April 28, 2023
File No. 333-270674
Ladies and Gentlemen:
This letter sets forth responses of SMX (Security Matters) PLC (the “Company”) to the comments from the staff of the Securities and Exchange Commission (the “Staff”) received by letter dated April 7, 2023 (the “Comment Letter”) relating to the Registration Statement on Form F-1, as amended (File No. 333-270674) (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this response letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment No. 3”).
For convenience, we have set forth below, in bold type, the enumerated written comments provided in the Comment Letter to the Company. The response of the Company to each comment is set forth immediately following the comment. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 3.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Summary, page 1
1. We note your response to our prior comment 3 and reissue the comment in part. Please disclose the amount available to the Company under the Standby Equity Purchase agreement at the applicable floor price.
Effect has been given to the Staff’s comment. Please see the revised disclosure on page 8 of Amendment No. 3.
General
2. Include audited financial statements for the most recently completed fiscal year. Refer to Item 8 of Form 20-F.
Effect has been given to the Staff’s comment. Please see the audited financial statement for the most recently completed fiscal year on pages F-1 to F-63 of Amendment No. 3.
We hope that the foregoing has been responsive to the Staff’s comments. Please do not hesitate to contact Stephen E. Fox of Ruskin Moscou Faltischek PC, counsel to the Registrant, at 516-663-6580 with any questions or further comments you have regarding the Registration Statement, the proposed Amendment No. 3 or if you wish to discuss the above responses.
Very
truly yours,
/s/
Haggai Alon
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SMX
(Security Matters) PLC
Mespil
Business Centre, Mespil House, Sussex Road
Dublin
4, Ireland
April
28, 2023
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Technology
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Austin Pattan and Matthew Crispino
RE:
SMX
(Security Matters) PLC
Amendment
No. 3 to Registration Statement on Form F-1
Filed
April 28, 2023
File
No. 333-270674
Ladies
and Gentlemen:
This
letter sets forth responses of SMX (Security Matters) PLC (the “Company”) to the comments from the staff of the Securities
and Exchange Commission (the “Staff”) received by letter dated April 7, 2023 (the “Comment Letter”) relating
to the Registration Statement on Form F-1, as amended (File No. 333-270674) (the “Registration Statement”). The Company has
also revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this response letter,
filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 3”).
For
convenience, we have set forth below, in bold type, the enumerated written comments provided in the Comment Letter to the Company. The
response of the Company to each comment is set forth immediately following the comment. Please note that all references to page numbers
in our responses refer to the page numbers of Amendment No. 3.
Amendment
No. 2 to Registration Statement on Form F-1
Prospectus
Summary, page 1
1. We
note your response to our prior comment 3 and reissue the comment in part. Please disclose
the amount available to the Company under the Standby Equity Purchase agreement at the applicable
floor price.
Effect
has been given to the Staff’s comment. Please see the revised disclosure on page 8 of Amendment No. 3.
General
2. Include
audited financial statements for the most recently completed fiscal year. Refer to Item 8
of Form 20-F.
Effect
has been given to the Staff’s comment. Please see the audited financial statement for the most recently completed fiscal year on
pages F-1 to F-63 of Amendment No. 3.
We
hope that the foregoing has been responsive to the Staff’s comments. Please do not hesitate to contact Stephen E. Fox of Ruskin
Moscou Faltischek PC, counsel to the Registrant, at 516-663-6580 with any questions or further comments you have regarding the Registration
Statement, the proposed Amendment No. 3 or if you wish to discuss the above responses.
Very
truly yours,
/s/
Haggai Alon
Chief
Executive Officer
cc:
Stephen E. Fox, Esq.
Ruskin Moscou Faltischek
PC