As filed with the Securities and Exchange Commission on May 1, 2023 Registration Statement No. 333-270674 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMX (Security Matters) Public Limited Company (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ireland 3590 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Empl ...

Company Status and Financial Needs - The Company is classified as an "emerging growth company" and will maintain this status until it reaches total annual gross revenue of $1.07 billion or other specified conditions [148]. - The Company anticipates needing additional capital in the future to meet financial obligations and pursue business objectives, which may not be available on favorable terms [150]. - Future issuances of debt or equity securities may dilute existing shareholders and adversely affect the market price of the Ordinary Shares [156]. - The Company may lose its foreign private issuer status, resulting in increased regulatory and compliance costs, including the need to comply with GAAP [164]. - The Company is subject to the risk of being delisted from Nasdaq if it fails to meet continued listing standards, which could lead to reduced liquidity and increased regulatory scrutiny [154]. Currency and Operating Expenses - The Company's operating expenses are primarily in ILS, and it has experienced a 13% decrease in ILS against the U.S. dollar in 2022, following a 26% increase in 2021 [303]. - The Company does not engage in currency hedging transactions, exposing it to potential adverse effects from future currency fluctuations [304]. Legal and Compliance Costs - The Company may incur significant legal and compliance costs due to U.S. reporting requirements, which could adversely affect its operating results [153]. - The Company has not guaranteed that the exemptions under the JOBS Act will lead to significant savings, and opting out of these exemptions may increase compliance costs [149]. - The Company is currently exempt from certain SEC rules and will file less information than U.S. companies, which may limit the availability of public information [165]. Technology and Innovation - In 2022, the company successfully completed a trial of marking recycled plastics, demonstrating the viability of industrial scale adoption [308]. - The company verified a marker substance for natural rubber in tires, enabling transparency in the supply chain and responsible sourcing verification [310]. - A joint initiative with Perth Mint aims to develop a mine-to-marketplace ethical gold supply chain technology, promoting transparency in responsible mining [313]. - The company launched a Fashion Sustainability Competence Centre to help fashion brands transition to a sustainable circular economy [328]. - The company is collaborating with luxury fashion conglomerates on R&D projects to trace the origin of raw materials in their supply chains [328]. - The company is exploring the integration of marker technology with blockchain for tamper-free monitoring of compliance in the natural rubber supply chain [312]. - The company has established a new entity, Yahaloma Technologies Inc., for the commercialization of trace technology in the diamonds and precious stones industry [321]. Patent Portfolio and Intellectual Property - Since 2015, the company has protected its technology with over 20 patent families and more than 100 patents filed globally [329]. - SMX has registered multiple patents related to X-ray fluorescence marking and authentication, with expiration dates extending to 2038 and beyond [330]. - The company has a total of 13 patent families filed under the PCT, covering various technologies including supply chain management and blockchain applications [332]. - The US patent US10539521B2, related to a system and method for reading X-ray fluorescence, is set to expire in July 2036 [330]. - The patent US11446951B2 for the authentication of metallic objects is registered and will expire in January 2040 [330]. - The company has pending applications for several patents, including a method for detecting mishandling and misuse of food products [332]. - The patent US11112372B2 for an X-ray fluorescence system is published and will expire in June 2038 [332]. - The company is actively expanding its patent portfolio, with applications filed in multiple countries including Australia, China, and Europe [332]. - The patent US11221305B2 for an object marking system is registered and will expire in October 2038 [332]. - The company has filed a patent for a system based on blockchain architecture for virtual currency, indicating a focus on innovative financial technologies [332]. - The management of recyclable goods and their source materials is also a focus area, with an application filed in October 2020 [332]. - The company has filed multiple patents related to X-ray fluorescence (XRF) technology, including a system for reading XRF markings and methods for authentication of precious stones, with expiration dates extending to 2038 [334][338]. - Patent applications include a method for managing recyclable goods and their source materials, indicating a focus on sustainability and innovation in product lifecycle management [335]. - The company is developing traceable composite polymers and methods for providing transparency in production value chains, highlighting advancements in material science [336][340]. - A novel XRF analyzer capable of identifying multiple solid objects simultaneously has been granted, which could enhance operational efficiency in various industrial applications [341]. - The company is pursuing a blockchain-based system for managing transactions of marked objects, indicating a strategic move towards integrating digital solutions with physical product authentication [346]. - The expiration dates for several key patents extend into the late 2030s, suggesting a long-term commitment to maintaining competitive advantages in XRF technology [338][341]. - The company has a pending patent for a method of labeling products with XRF identifiable labels, which could improve traceability and safety in food and cosmetic industries [344]. - The focus on anti-counterfeit techniques through XRF analysis demonstrates the company's commitment to enhancing product security and consumer trust [338]. - The company has filed for patents in multiple countries, including the US, Canada, and Europe, indicating a strategic approach to global market expansion [335][336]. - The development of XRF-identifiable transparent polymers suggests potential applications in various industries, enhancing product functionality and compliance [345]. Market Strategy and Partnerships - The company is focusing on the U.S. market for future sales and marketing efforts, including recruitment of sales and marketing personnel [371]. - The company has established partnerships with industry leaders to advance proof-of-concept pilots and further develop its innovative technology [372]. - The company targets leading brands and manufacturers to create a new market standard for circular economy solutions, brand authentication, and supply chain integrity [372]. - The company has significant investment in the development of marking and reading capabilities, with a focus on achieving commercial contracts following successful proof-of-concept pilots [361]. - The company believes that adequate technical and financial resources are available to complete development, with a high probability of commencing commercial agreements after successful pilots [373]. - The company has capitalized development activities that focus on creating a digital platform for end-to-end traceability from raw material to final product [375]. - The company estimates that customization for clients' specific needs will be completed in approximately two years, at which point amortization will commence [378]. - The company has a strategy to create strategic partnerships with market leaders across its main segments of activity, indicating a strong potential market for its development [372]. Financial Reporting and Asset Management - The company utilizes a Black-Scholes model for measuring share-based expenses and fair value of financial liabilities [363][364]. - The company has a comprehensive financial system in place to reliably measure expenditures attributable to intangible assets during development [374]. - Intangible assets with a finite useful life are amortized over their estimated useful lives and reviewed for impairment at least annually [379]. - The carrying amount of intangible assets is assessed for recoverability whenever events indicate potential impairment [380]. - Impairment is measured as the difference between carrying value and fair value of the impaired asset [380]. - Development expenditures are capitalized only if they lead to new or substantially improved products and are commercially feasible [380]. - All other expenditures to maintain intangible assets are expensed as incurred [381]. - Recent accounting pronouncements are discussed in "Note 2—Significant Accounting Policies" of the Annual Report [382].

Table of Contents As filed with the Securities and Exchange Commission on April 3, 2023 Registration Statement No. 333-270674 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMX (Security Matters) Public Limited Company (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ireland 3590 N/A (Primary Standard Industrial Classification Code ...

Table of Contents As filed with the Securities and Exchange Commission on March 23, 2023 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMX (Security Matters) Public Limited Company (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ireland 3590 N/A (Primary Standard Industrial Classification Code Numbe ...

Table of Contents As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMX (Security Matters) Public Limited Company (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ireland 3590 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

Supply Chain Transparency - Continental and SMX have successfully verified a marker substance for natural rubber in tires, enhancing transparency in the supply chain[1]. - The marker technology allows for the verification of the geographical origin of natural rubber, ensuring responsible sourcing throughout the production process[2]. - SMX is actively onboarding other major tire manufacturers to establish an industry standard for supply chain transparency[5]. - The implementation of marker technology is expected to make complex supply chain processes more transparent and verifiable[2]. Sustainability and Circularity - The collaboration with SMX focuses on improving sustainability and circularity in the natural rubber supply chain[5]. - By 2050, Continental expects all materials used in tire production to come from responsible sources[1]. Marker Technology and Innovation - A field test demonstrated that the marker substance remained intact during the tire manufacturing process, confirming its resilience[2]. - Continental plans to scale up the use of marker technology in rubber products and potentially integrate it with blockchain for enhanced monitoring[4]. - The SMX technology has been operational for over ten years in Israel, providing a proven solution for supply chain authentication and traceability[7]. - The marker technology aims to create a commoditized, tradable certified asset from recycled materials, addressing global waste issues[8].