SEC Form SC 13D filed by SMX (Security Matters) Public Limited Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)

SMX (Security Matters) Public Limited Company

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G8267K208

(CUSIP Number)

Alberto Morales. 22 Adelaide Street West Suite 3400, Toronto Ontario, M5H 4E3. Tel. (832) 3220699

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 16, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Cover page continued on the following page)

*Giving effect to the reverse stock split that was completed by SMX on July 15, 2024 (the “Reverse Split”).

*Giving effect to the Reverse Split.

*Giving effect to the Reverse Split.

This Schedule 13D (this “Schedule 13D”) relates to the ordinary shares of US$0.165 nominal value (the “Ordinary Shares”), of SMX (Security Matters) Public Limited Company (“SMX”). The address of the principal executive offices of SMX is Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland, D04 T4A6.

(a) Name of reporting person:

This Schedule 13D is being jointly filed by:

((i)-(iii) together, the “Reporting Persons”). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Ordinary Shares reported herein.

(b) Business address of reporting person:

(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:

(d) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws..

The Reporting Persons acquired the Ordinary Shares to which this Schedule 13D relates in the ordinary course of business for investment purposes.

The Reporting Persons may engage in discussions with management, the Board (the “Board”), other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons’ investment in the Ordinary Shares and the Issuer, including, without limitation, matters concerning the Issuer’s business, operations, board appointments, governance, performance, management, capitalization, trading of the Ordinary Shares at a discount to the Issuer’s net asset value and strategic plans and matters relating to the open or closed end nature of the Issuer and timing of any potential liquidation of the Issuer. The Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer’s business, operations, board appointments, governance, management, capitalization, strategic plans or matters relating to the open or closed end nature of the Issuer or timing of any potential liquidation of the Issuer, or propose or engage in one or more other actions set forth herein.

PMB has agreed to vote the Ordinary Shares as described in Item 6.

(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 661,390 Ordinary Shares outstanding following the Reverse Split.

(b) Each of the Reporting Persons shares voting and dispositive power with respect to the Ordinary Shares owned as a result of their business relationships.

(c) Please see Item 3 of this Schedule 13D.

(d) Not applicable.

(e) Not applicable.

In the LOI, PMB undertook, as long as SMX is not in breach of the LOI or any other agreements and through December 31, 2025:

There are limitations to the above undertakings described in the LOI, which is attached here to as Exhibit 10.1.

The voting undertaking described above will cease to have any legal effects and automatically terminate upon the earlier of:

The LOI also set forth the terms of a series of transactions, which will result in an additional issuance in the future by SMX of a total of 11,783,682 Ordinary Shares (157,116 after the Reverse Split) without payment of any further consideration other than (where required) the nominal value thereof by PMB, derived from the following transactions:

On November 27, 2022, SML entered into a Senior Secured Promissory Note, as amended by the First Amendment to the Secured Promissory Note dated March 5, 2023, by and between PMB, SML, and SMX, whereby PMB loaned to SML the principal amount of US$1,000,000. Such amount plus interest and fees results in a total debt of US$1,300,000 (the “Total Outstanding Debt”). As of the date of the LOI, such amount has not been paid and is due and payable in full to PMB. Therefore, in the LOI, the parties agreed to convert a portion of the Total Outstanding Debt of up to US$800,000 into 5,714,285 Ordinary Shares (76,190 Ordinary Shares after the Reverse Split), by the execution of a convertible note. The terms of the convertible note are described in the LOI.

SMX and PMB agreed to formalize an exchange of shares whereby PMB will exchange 11,833 shares that PMB owns in True Gold for 2,183,682 Ordinary Shares (29,116 Ordinary Shares after the Reverse Split), in accordance with the appropriate advice and recommendation of corporate and tax local counsel in Canada, Australia and Ireland.

Based on previous agreements by means of which PMB made a US$500,000 investment in the equity of SMX whereby the parties agreed to certain claw-back rights in favor of PMB, in consideration for PMB (i) entering into the transactions set forth in the LOI, (ii) irrevocably waiving such claw-back rights effective on and as of the date of the LOI, and (iii) the release of the pledge of shares issued by True Gold as collateral for the payment in full of the Total Outstanding Debt, SMX has agreed to issue to PMB 3,885,715 Ordinary Shares (51,809 Ordinary Shares after the Reverse Split) at no additional consideration to PMB save, to the extent required by applicable Irish law, for the payment by PMB of the nominal value of US$0.0022 for each of such Ordinary Shares.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 5, 2024