Correspondence 0001493152-24-021652 from SMX (Security Matters) Public Ltd Co (SMX)
SMX (Security Matters) Public Ltd Co
Date: May 28, 2024 · CIK: 0001940674 · Accession: 0001493152-24-021652
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277553
Referenced dates: April 30, 2024
Letter
SMX (Security Matters) PLC
Mespil Business Centre, Mespil House, Sussex Road
Dublin 4, Ireland
May 28, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
F Street, N.E.
Washington, D.C. 20549
Attention: Marion Graham and Matthew Crispino
RE:
SMX (Security Matters) PLC
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed April 22, 2024
File No. 333-277553
Ladies and Gentlemen:
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”) received by letter dated April 30, 2024 (the “Comment Letter”) relating to the Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-277553) (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 revisions (“Amendment No. 1”).
For convenience, we have set forth below, in bold type, the enumerated written comment provided in the Comment Letter to the Company. The response of the Company to the 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. 1.
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.
Effect has been given to the Staff’s comment. Please see the revised disclosure on pages 101 and 111.
We hope that the foregoing has been responsive to the Staff’s comment. 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. 1 or if you wish to discuss the above response.
Very
truly yours,
/s/
Haggai Alon
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SMX
(Security Matters) PLC
Mespil
Business Centre, Mespil House, Sussex Road
Dublin
4, Ireland
May
28, 2024
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:
Marion Graham and Matthew Crispino
RE:
SMX
(Security Matters) PLC
Post-Effective
Amendment No. 1 to Registration Statement on Form F-1
Filed
April 22, 2024
File
No. 333-277553
Ladies
and Gentlemen:
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”) received by letter dated April 30, 2024 (the “Comment Letter”) relating
to the Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-277553) (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 revisions
(“Amendment No. 1”).
For
convenience, we have set forth below, in bold type, the enumerated written comment provided in the Comment Letter to the Company. The
response of the Company to the 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. 1.
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.
Effect
has been given to the Staff’s comment. Please see the revised disclosure on pages 101 and 111.
We
hope that the foregoing has been responsive to the Staff’s comment. 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. 1 or if you wish to discuss the above response.
Very
truly yours,
/s/
Haggai Alon
Chief
Executive Officer
cc:
Stephen
E. Fox, Esq.
Ruskin
Moscou Faltischek PC