Business Context and Reporting Period
This Form 6-K filing by SMX (Security Matters) Public Limited Company covers the month of December 2025, specifically dated December 11, 2025. The report details an amendment to a Standby Equity Purchase Agreement entered into on December 1, 2025, with institutional investors. The filing focuses on the issuance of new convertible promissory notes and modifications to the terms of an existing equity line of credit.
Key Financial Metrics and Capital Structure
- Total Expected Gross Proceeds: The amendment increases the total expected gross proceeds under the Purchase Agreement (excluding the Equity Line) to $16.5 million.
- New Notes Issuance: Investors and an Additional Investor will purchase new convertible promissory notes with an aggregate principal amount of $5.0 million.
- Note Terms: The New Notes carry an Original Issue Discount (OID) of 20%, resulting in a face value of $6.25 million.
- Equity Line Capacity: The agreement includes an equity line of credit allowing for the sale of up to $100 million worth of ordinary shares.
- Placement Fees: The Company agreed to pay the Placement Agent (RBW Capital Partners LLC) a cash fee equal to 8.0% of the gross proceeds from the sale of the New Notes.
Note: The filing does not provide specific values for revenue, net profit, operating cash flow, or existing debt levels outside of the new financing terms.
Material Changes Versus Prior Period
- Increased Capital Raise: The amendment adds $5.0 million in new principal notes to the original $11.5 million gross proceeds target.
- Removal of Crypto Mandate: The Company is no longer required to acquire bitcoin or other cryptocurrencies with proceeds, provided the ordinary shares close above $10.00 per share (subject to reverse stock split adjustments).
- Enhanced Liquidity Flexibility: After the seventh business day following the effectiveness of the Form F-1, the Company may draw up to $5.0 million under the Equity Line without being required to use those proceeds to repay the Notes or New Notes.
Guidance, Outlook, and Risks
- Use of Proceeds: Net proceeds from the New Notes are intended for working capital, general corporate purposes, paying down outstanding indebtedness, and potentially acquiring bitcoin as a reserve asset (subject to mutual consent).
- Registration Timeline: The Company committed to filing a Registration Statement on Form F-1 within fifteen business days of December 1, 2025, and will use reasonable best efforts to have it declared effective.
- Regulatory Risks: The New Notes were issued in a private placement under Section 4(a)(2) of the Securities Act and are not registered. They cannot be offered or sold in the U.S. except pursuant to an effective registration statement or applicable exemption.
Investor Verification Checklist
- Verify the effectiveness date of the Form F-1 registration statement to confirm the timeline for the Equity Line drawdown flexibility.
- Confirm the current closing price of SMX ordinary shares to determine if the $10.00 threshold for waiving the cryptocurrency acquisition requirement is met.
- Review the full text of the Amendment and Addendum (Exhibit 99.1) and the Form of Promissory Note (Exhibit 99.2) for specific covenants and conversion terms.
- Assess the impact of the 8.0% placement fee on the net capital actually received by the Company.
- Monitor press releases (Exhibits 99.3 and 99.4) for any updates on the status of the Additional Investor or further amendments.