UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K/A

(Amendment No. 1)

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2025

 

Commission File Number: 001-41639

 

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

 

Mespil Business Centre, Mespil House

Sussex Road, Dublin 4, Ireland

Tel: +353-1-920-1000

(Address of Principal Executive Offices) (Zip Code)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

On December 15, 2025, SMX (Security Matters) Public Limited Company (the “Company”) filed a Report on Form 6-K (the “Original 6-K”) to update (a) the audited consolidated financial statements and related notes of the Company as of and for the fiscal year ended December 31, 2024 included in the Company’s Form 20-F, as amended, filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2025, to reflect the subsequent 1:7, 1:10.89958 and 1:8 reverse stock splits, which went effective on August 7, 2025, October 23, 2025, and November 18, 2025, respectively, and (b) the unaudited interim condensed consolidated financial statements and related notes of the Company as of and for the six months ended June 30, 2025 (the “Unaudited Financial Statements”), included in the Company’s Report on Form 6-K filed with the SEC on August 29, 2025, to reflect the subsequent 1:7, 1:10.89958 and 1:8 reverse stock splits, which went effective on August 7, 2025, October 23, 2025, and November 18, 2025, respectively.

 

This Amendment No. 1 to Form 6-K is being filed to (a) clarify that the Unaudited Financial Statements are being updated to reflect the 1:10.89958 and 1:8 reverse stock splits only, which went effective on October 23, 2025 and November 18, 2025, respectively, and (b) amend Exhibit 99.1 to the Original 6-K to correct the basic and diluted loss per share disclosure to the Unaudited Financial Statements which inadvertently reflected such disclosure “in thousands”. There are no other modifications or updates to any of the information made in the Original 6-K.

 

 

 

 

Exhibit No.   Description
     
99.1   Consolidated Audited Financial Statements as of December 31, 2024 and Unaudited Financial Statements as of June 30, 2025
     
101.INS*   XBRL Instance Document
     
101.SCH*   XBRL Taxonomy Extension Schema Document
     
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB*   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document
     
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: December 16, 2025

 

  SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
   
  By: /s/ Haggai Alon
  Name: Haggai Alon
  Title: Chief Executive Officer