Correspondence 0001493152-23-039594 from SMX (Security Matters) Public Ltd Co (SMX)
SMX (Security Matters) Public Ltd Co
Date: Nov. 6, 2023 · CIK: 0001940674 · Accession: 0001493152-23-039594
AI Filing Summary & Sentiment
File numbers found in text: 333-274595
Referenced dates: September 29, 2023
Letter
November 6, 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: Alexandra Barone and Matthew Derby
Re: SMX (Security Matters) PLC
Registration Statement on Form F-1
Filed September 20, 2023
File No. 333-274595
To the addressees set forth above:
This letter sets forth the response of SMX (Security Matters) PLC (the “Company”) to the comment from the staff of the Securities and Exchange Commission (the “Staff”) contained in its letter dated September 29, 2023 relating to the above referenced Registration Statement on Form F-1 filed on September 20, 2023 (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comment and, concurrently with delivery of this response letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these and certain other revisions (“Amendment No. 1”).
In this letter, the bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter and is followed by the Company’s response. Please note that all references to page numbers in our response refer to the page numbers of Amendment No. 1.
General
1. We note your response to prior comment 1 and your assertion that the shares being registered only represent 81.02% 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 percentage of outstanding shares this transaction is registering assuming all of the warrants were exercised. Finally, clarify where there are any restrictions on the selling stockholder as it relates to the resale of the warrants.
Response: Effect has been given to the Staff’s comment. Please see the revised disclosure on the prospectus cover page and pages 12, 16, 33, and 03-104 of Amendment No. 1.
We hope that Amendment No. 1 has been responsive to the Staff’s comments. Please do not hesitate to contact the undersigned, counsel to the Registrant, at 516-663-6580 with any questions or further comments you have regarding the Registration Statement, or if you wish to discuss the above responses.
Very
truly yours,
/s/
Stephen E. Fox
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CORRESP
1
filename1.htm
November
6, 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:
Alexandra Barone and Matthew Derby
Re:
SMX
(Security Matters) PLC
Registration
Statement on Form F-1
Filed
September 20, 2023
File
No. 333-274595
To
the addressees set forth above:
This
letter sets forth the response of SMX (Security Matters) PLC (the “Company”) to the comment from the staff of the Securities
and Exchange Commission (the “Staff”) contained in its letter dated September 29, 2023 relating to the above referenced Registration
Statement on Form F-1 filed on September 20, 2023 (the “Registration Statement”). The Company has also revised the Registration
Statement in response to the Staff’s comment and, concurrently with delivery of this response letter, filed with the Securities
and Exchange Commission an amendment to the Registration Statement which reflects these and certain other revisions (“Amendment
No. 1”).
In
this letter, the bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter and is followed
by the Company’s response. Please note that all references to page numbers in our response refer to the page numbers of Amendment
No. 1.
General
1.
We
note your response to prior comment 1 and your assertion that the shares being registered only represent 81.02% 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 percentage of outstanding shares this transaction is registering assuming all
of the warrants were exercised. Finally, clarify where there are any restrictions on the selling stockholder as it relates to the
resale of the warrants.
Response:
Effect has been given to the Staff’s comment. Please see the revised disclosure on the prospectus cover page and pages 12,
16, 33, and 03-104 of Amendment No. 1.
We
hope that Amendment No. 1 has been responsive to the Staff’s comments. Please do not hesitate to contact the undersigned, counsel
to the Registrant, at 516-663-6580 with any questions or further comments you have regarding the Registration Statement, or if you wish
to discuss the above responses.
Very
truly yours,
/s/
Stephen E. Fox
RUSKIN
MOSCOU FALTISCHEK, P.C.
cc:
Haggai
Alon
SMX
(Security Matters) PLC