Form SCHEDULE 13D SMX (Security Matters) Filed by: Alon Haggai
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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SMX (Security Matters) Public Limited Company (Name of Issuer) |
Ordinary Shares, par value $0.00000000012219451015625 per share (Title of Class of Securities) |
(CUSIP Number) |
Haggai Alon Mespil Business Centre, Mespil House, Sussex Road Dublin 4, L2, D04 T4A6 353-1-920-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/20/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Haggai Alon | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
224,501.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5(a) below. All numbers reflect all reverse stock splits of the Issuer on a retroactive basis.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.00000000012219451015625 per share |
| (b) | Name of Issuer:
SMX (Security Matters) Public Limited Company |
| (c) | Address of Issuer's Principal Executive Offices:
Mespil Business Centre, Mespil House, Sussex Road, Dublin 4,
IRELAND
, D04 T4A6. |
| Item 2. | Identity and Background |
| (a) | This Report is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Haggai Alon (the "Reporting Person"). |
| (b) | The business address for the Reporting Person is located at Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, D04 T4A6 Ireland. |
| (c) | The Reporting Person's principal occupation is Chairman of the Board and Chief Executive Officer of the Company. |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where 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. |
| (f) | Israel |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Company's 2022 Incentive Equity Plan, as amended (the "Incentive Plan"), authorizes 4,754,592 Ordinary Shares for grant under the Incentive Plan to officers, directors, employees, advisors and other service providers of the Company.
The Company has granted to Mr. Alon an aggregate of 224,501 (post-reverse splits) restricted stock units ("RSUs") under the Incentive Plan, each of which represents a contingent right to receive one (1) Ordinary Share. All of the RSUs have vested and settled into Ordinary Shares as of the filing date of this Report. | |
| Item 4. | Purpose of Transaction |
See Item 3 above.
The Reporting Person acquired the securities described Item 3 for compensatory purposes pursuant to the Incentive Plan. Subject to applicable law and the Company's Articles of Association, the Reporting Person may acquire additional securities in the Company pursuant to the Incentive Plan.
Other than as described above, the Reporting Person as of the date of the event requiring filing of Report does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Item 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the filing date of this Report, the Reporting Person beneficially owns 224,501 Ordinary Shares, which number of shares represents approximately 16.24% of the 1,382,773 outstanding Ordinary Shares issued and outstanding as of November 20, 2025, and which number of shares represents approximately 3.08% of the 7,297,433 outstanding Ordinary Shares issued and outstanding as of April 23, 2026. It does not include 2,000,000 RSUs granted to the Reporting Person which do not vest within the next sixty (60) days. Including such 2,000,000 Ordinary Shares underlying the unvested RSUs as issued and outstanding, the Reporting Person would own 2,224,501 Ordinary Shares as of April 23, 2026, or 23.93% of the issued and outstanding Ordinary Shares The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.
The 224,501 Ordinary Shares were originally issued to the Reporting Person as RSUs between approximately February 24, 2025 and November 20, 2025. |
| (b) | See rows (7) through (10) of the cover page to this Report for the number of Ordinary Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Except as described elsewhere in this Item 5 and in Item 3, which is hereby incorporated by reference, the Reporting Person has not effected any transaction in Ordinary Shares or other voting securities of the Company in the past 60 days from the date of the event requiring filing of this Report. |
| (d) | The Reporting Person has the right to receive the dividends from and proceeds of sales from the Ordinary Shares beneficially owned by him. |
| (e) | See Item 5(a) above. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Reference is made to Items 3 and 4, which are hereby incorporated by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
2022 Incentive Equity Plan (incorporated by reference to Exhibit 4.33 to the Company's Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on April 28, 2023). |
| 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.
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