As filed with the Securities and Exchange Commission on September 14, 2023
Registration Statement No. 333-274378
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)
| Ireland | 3590 | N/A | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
+353-1-920-1000
Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland
(Address and telephone number of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stephen E. Fox, Esq. Samantha Guido, Esq. Ruskin Moscou Faltischek P.C. 1425 RXR Plaza East Tower, 15th Floor Uniondale, NY 11556 Tel: (516) 663-6580 |
Doron Afik Adv. Afik & Co. 103 Hahashmonaim Street Tel Aviv, Israel 6120101 Tel: +972.3.6093609 |
Connor Manning Arthur Cox Ten Earlsfort Terrace Dublin 2 D02 T380
|
Approximate date of commencement of proposed sale to the public: From time to time after the date this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
☒ Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers
The Company will be subject to the ICA. Subject to exceptions, the ICA does not permit a company to exempt a director or certain officers from, or indemnify a director against, liability in connection with any negligence, default, breach of duty or breach of trust by a director in relation to the company. The exceptions allow a company to (i) purchase and maintain director and officer insurance against any liability attaching in connection with any negligence, default, breach of duty or breach of trust owed to the company; and (ii) indemnify a director or other officer against any liability incurred in defending proceedings, whether civil or criminal (a) in which judgement is given in his or her favor or in which he or she is acquitted or (b) in respect of which an Irish court grants him or her relief from any such liability on the grounds that he or she acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused for the wrong concerned.
Under the Company’s Amended and Restated Memorandum and Articles of Association, subject to certain limitations and so far as may be permitted by the ICA, each director, officer or employee of the Company, and each person who is or was serving at the request of the Company as a director, officer or employee of another company, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company, shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto, including any liability incurred by him or her in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him or her as a director, officer or employee of the Company or such other company, partnership, joint venture, trust or other enterprise, and in which judgment is given in his or her favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the court. However, any such indemnity shall not be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company unless and only to the extent that the courts of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
The Company on closing entered into indemnification agreements with each of the directors of the Company to provide contractual indemnification providing for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the Company, and to Lionheart if applicable or, at Lionheart’s request, service to other entities, as officers or directors occurring at or prior to the Merger Effective Time to the maximum extent permitted by applicable law.
The Company is also anticipated to maintain standard policies of insurance under which coverage is provided (1) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Company, and (2) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to any indemnification provision contained in the Company’s Amended and Restated Memorandum and Articles of Association or otherwise as a matter of law.
Item 7. Recent Sales of Unregistered Securities
The following list sets forth information as to all of the Company’s securities sold in the last three years which were not registered under the Securities Act. The descriptions of these issuances are historical and have not been adjusted to give effect to the Business Combination.
All of the below issuances reflect the number of Ordinary Shares issued at the time of issuance and do not reflect the an adjustment pursuant to the Reverse Stock Split.
In connection with the Company’s initial formation, the Company issued one ordinary share at a price of US$0.0001 each to Doron Afik, and subsequently issued 25,000 deferred ordinary shares at a price of €1.00 per share, to Doron Afik. Immediately prior to consummation of the Transactions, the Company had paid up capital of €25,000 and US$0.0001.
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In March 2023, in connection with the SEPA, the Company issued 92,315 Ordinary Shares to Yorkville as a 1.5% commitment fee.
In April 2023, the Company granted, pursuant to its 2022 Incentive Equity Plan, (a) an aggregate of 4,361,920 restricted stock units that settle into ordinary shares of the Company and (b) options to purchase an aggregate of 597,030 ordinary shares, in each case to certain of the Company’s executives, directors, employees, consultants and agents.
On May 4, 2023, the Company issued (a) an aggregate of 872,418 ordinary shares, (b) redeemable warrants to purchase an aggregate of 384,500 ordinary shares and (c) warrants to purchase an aggregate of 255,500 ordinary shares, in each case to certain holders of outstanding convertible bridge promissory notes of the Company, upon the conversions thereof in accordance with their terms.
In May 2023, in connection with the SEPA, the Company issued 109,397 Ordinary Shares to Yorkville upon the conversion of $100,000 in principal amount of its convertible promissory note.
In June 2023, in connection with the SEPA, the Company issued 214,523 Ordinary Shares to Yorkville upon the conversion of $200,000 in principal amount of its convertible promissory note.
On June 16, 2023, in connection with the SEPA, the Company issued 258,933 Ordinary Shares to Yorkville upon the conversion of $150,000 in principal amount of its convertible promissory note.
On June 27, 2023, the Company issued to EF Hutton, a division of Benchmark Investments, LLC warrants to subscribe for 766,667 number of Ordinary Shares as set forth in the Registration Statement on Form F-1 as filed with the SEC on June 28, 2023.
On July 19, 2023, in connection with the SEPA, the Company issued 2,682,141 Ordinary Shares to Yorkville upon the conversion of $550,000 in principle amount of its convertible promissory note.
On August 7, 2023, in connection with the SEPA, the Company issued 1,159,155 Ordinary Shares to Yorkville upon the conversion of $132,723.25 in principle amount of its convertible promissory note.
On September 6, 2023, in connection with a Securities Purchase Agreement dated September 5, 2023, the Company issued (i) a convertible promissory note to an institutional investor in the principal amount of $4,290,000, and (ii) two (2) warrants to the institutional investor, an “A” warrant and a “B” warrant. The A Warrant for 3,929,051 Ordinary Shares has a conversion price of $0.0022 per shares and the B Warrant for 2,619,367 Ordinary Shares has an exercise price of $1.6378 per share.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The Registrant believes these transactions were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about the Registrant.
Item 8. Exhibits.
Item 8. Exhibits and Financial Statement Schedules
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* Previously filed
** Filed herewith
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(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
(d) Filing Fee Table.
The Filing Fee Table and related disclosure is filed herewith as Exhibit 107.
Item 9. Undertakings.
(a) The undersigned hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) that for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) to file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements; and
(5) that, for the purpose of determining liability under the Securities Act to any purchaser:
(i) if the registrant is relying on Rule 430B:
(A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
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(ii) if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned hereby undertakes:
(1) that for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused and authorized this registration statement to be signed on its behalf by the undersigned.
| SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY | ||
| September 14, 2023 | By: | /s/ Haggai Alon |
| Name: | Haggai Alon | |
| Title: | CEO | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Haggai Alon | Chief Executive Officer and Director | September 14, 2023 | ||
| Haggai Alon | (Principal Executive Officer) | |||
* |
Chief Financial Officer | September 14, 2023 | ||
| Limor Moshe Lotker | (Principal Financial and Accounting Officer) | |||
* |
Chairman of the Board of Directors | September 14, 2023 | ||
| Ophir Sternberg | ||||
| * | Director | September 14, 2023 | ||
| Amir Bader | ||||
| * | Director | September 14, 2023 | ||
| Pauline Khoo | ||||
| * | Director | September 14, 2023 | ||
| Roger Meltzer | ||||
* |
Director | September 14, 2023 | ||
| Thomas Hawkins | ||||
* |
Director | September 14, 2023 | ||
| Zeren Browne |
* Haggai Alon, pursuant to Powers of Attorney (executed by each of the officers and directors listed above and indicated as signed above, and filed with the Securities and Exchange Commission), by signing his name hereto does hereby sign and execute this Amendment to the Registration Statement on behalf of each of the persons referenced above.
| By: | /s/ Haggai Alon | |
| Name: | Haggai Alon, Attorney-in-Fact | |
| Date: | September 14, 2023 |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act, this registration statement on Form F-1 has been signed on behalf of the registrant by the undersigned, solely in his capacity as the duly authorized representative of the registrant in the United States, on September 14, 2023.
| Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title | Managing Director | |
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Exhibit 5.1
[ARTHUR COX LLP LETTERHEAD]
Our Reference: SM116/007
14 September 2023
STRICTLY PRIVATE AND CONFIDENTIAL
SMX (Security Matters) Public Limited Company
Mespil Business Centre
Mespil House
Sussex Road
Dublin 4
Ireland
Re: SMX (Security Matters) Public Limited Company (formerly known as Empatan Public Limited Company)
To whom it may concern,
| 1. | BASIS OF OPINION |
| 1.1 | We are acting as Irish legal counsel to SMX (Security Matters) Public Limited Company, a public company limited by shares incorporated under the laws of Ireland under company registration number 722009 (the “Company”), in connection with the resale of ordinary shares of the Company, $0.0022 par value per share (the “Ordinary Shares”) pursuant to the SEPA (as defined at paragraph 1.2 below). We refer to the registration statement on Form F-1 (File No. 333-274378) filed by the Company on September 6, 2023 with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as amended from time to time (the “Registration Statement”, and the transactions contemplated therein, the “Transaction”). |
| 1.2 | We refer in particular to the resale, from time to time of up to 1,406,853 Ordinary Shares (the “Shares”), by YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”). The Ordinary Shares included in the prospectus which forms a part of the Registration Statement (the “Prospectus”) may be issued and sold to Yorkville, from time to time after the date of the Prospectus, pursuant to a Reciprocal Standby Equity Purchase Agreement we entered into with Yorkville on February 23, 2023 and became effective on March 7, 2023 (the “SEPA”), in which Yorkville has committed to purchase from the Company up to $25,000,000 of Ordinary Shares, subject to the terms and conditions specified in the SEPA. |
| 1.3 | We have been requested to provide this Opinion to the U.S. Securities and Exchange Commission. |
| 1.4 | This Opinion is solely for the benefit of the addressee of this Opinion in each case in connection with the Transaction only, and not for any other purpose. This Opinion shall be used solely for the benefit of the addressee and may not be relied upon, used, transmitted, referred to, quoted from, circulated, copied, filed with any governmental agency or authority, disseminated or disclosed by or to any other person or entity for any purpose(s) without our prior written consent, save that this Opinion may be disclosed by the addressee to its respective officers, employees, auditors and professional advisors and to its affiliates and any officers, employees, auditors and professional advisors of such affiliates, in each case on a “need to know” basis to the extent necessary for those individuals or affiliates in performing their duties and to the extent required by law, regulation or any governmental or regulatory authority or in connection with actual or threatened legal proceedings relating to the Transaction. |
| 1.5 | This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigations of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as it affects any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Transaction. |
| 1.6 | In giving this Opinion, we have examined copies of the documents referred to in Schedule 1 (the “Documents”) sent to us by email in pdf or other electronic format. |
| 1.7 | This Opinion is also strictly confined to: |
| (a) | the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter; |
| (b) | the Transaction; and |
| (c) | the searches listed at paragraph 1.9 below. |
We express no opinion and make no representation or warranty as to any matter of fact or in respect of any documents which may exist in relation to the Transaction other than in respect of the Documents.
| 1.8 | For the purpose of giving this Opinion, we have examined plain photocopies, copies certified to our satisfaction or documents sent to us by email in pdf format of the Documents. |
| 1.9 | For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on or about the date hereof (the “Searches”): |
| (a) | on the file of the Company maintained by the Registrar of Companies in Dublin for mortgages, debentures or similar charges or notices thereof and for the appointment of any receiver, examiner or liquidator; |
| (b) | in the Judgments Office of the Irish High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search; and |
| (c) | in the Central Office of the Irish High Court for any petitions filed in the last two years. |
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| 1.10 | This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise the addressee of this Opinion of any change in law or change in interpretation of law which may occur after the date of this Opinion. |
| 1.11 | No opinion is expressed as to the taxation consequences of the Transaction or the transactions contemplated thereby. |
| 1.12 | No assumption or qualification in this Opinion limits any other assumption or qualification herein. Headings to paragraphs or subparagraphs of this Opinion are for convenience only and do not affect the construction or interpretation hereof. |
| 2. | OPINION |
Subject to the assumptions set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:
| 2.1 | the Company is a public limited company, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to effect the Transaction; |
| 2.2 | the Shares, when issued by the Company in accordance with the terms of the Registration Statement and the SEPA (the “Issuance Event”), will have been duly authorised pursuant to resolutions of the board of directors of the Company or a duly appointed committee thereof; |
| 2.3 | on the occurrence of the Issuance Event, the Shares will be validly issued, fully paid or credited as fully paid and non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of the Shares); and |
| 2.4 | subject to the foregoing and the qualifications and limitations set forth in the Registration Statement, the discussion of the Irish tax consequences described in the Registration Statement under the heading “Certain Material Irish Tax Considerations To Non-Irish Holders”, to the extent that it describes Irish tax laws or legal conclusions with respect thereto, is an accurate summary of the tax consequences described therein in all material respects and such statements constitute our opinion. |
| 3. | ASSUMPTIONS |
For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
Registration Statement
| 3.1 | that the Registration Statement remains effective under the Securities Act and that the Company complies with the statements set out therein; |
| 3.2 | that there shall be no fraud on the part of the Company and its respective officers, employees, agents and advisers and that the Company will effect the Transaction in good faith, for its legitimate and bona fide business purposes; |
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Authenticity and Bona Fides
| 3.3 | regarding the completeness and authenticity of all Documents submitted to us as originals or copies of originals (and in the case of copies, conformity to the originals of such copies), the genuineness of all signatories, stamps and seals thereon and where incomplete or draft Documents have been submitted to us that the original executed versions of such Documents are identical to the last draft of the Documents submitted to us; |
| 3.4 | that the copies produced to us of minutes of meetings and/or resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof; |
| 3.5 | that the representations contained in the certificate of a director of the Company dated on or around the date hereof (the “Corporate Certificate”) are correct as to questions of fact; |
| 3.6 | that there is, at the relevant time of the Transaction, no matter affecting the authority of the directors to effect the Transaction, not disclosed by the Constitution or the resolutions produced to us, which would have any adverse implications in relation to the opinions expressed in this Opinion; |
Constitution and Resolutions
| 3.7 | that the Constitution is the current constitution of the Company and that there are no other terms governing the Transaction other than those set out in the Constitution and the Documents (as applicable); |
| 3.8 | that all director and shareholder resolutions required to authorise the Transaction have been validly passed prior to the Transaction, and shall not have been revoked, rescinded or amended; |
Accuracy of Searches and Warranties
| 3.9 | regarding the accuracy and completeness of the information disclosed in the searches referred to in section 1.9 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company; and |
| 3.10 | regarding the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents. |
Yours faithfully
/S/ Arthur Cox LLP
ARTHUR COX
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SCHEDULE 1
DOCUMENTS EXAMINED
| 1. | The Registration Statement and the documents incorporated by reference therein. |
| 2. | The constitution of the Company, as at the date of this Opinion. |
| 3. | The Corporate Certificate. |
| 4. | Certificate of Incorporation of the Company on registration as a public limited company dated 1 July 2022. |
| 5. | Certificate of Incorporation on Change of Name of the Company dated 17 February 2023. |
| 6. | Written Resolutions of the Board of Directors of the Company approving the Transaction passed on or prior to the date hereof. |
| 7. | Resolutions of the Members of the Company approving the Transaction passed on or prior to the date hereof. |
| 8. | The Searches. |
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