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April 7, 2023
Haggai Alon
Chief Executive Officer
SMX (Security Matters) Public Ltd Co
Mespil Business Centre, Mespil House, Sussex Road,
Dublin 4, Ireland
Re:SMX (Security Matters) Public Ltd Co
Amendment No. 2 to Registration Statement on Form F-1
Filed April 3, 2023
File No. 333-270674
Dear Haggai Alon:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 29, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your response to our prior comment 3 and reissue the comment in part. Please
disclose the amount available to the Company under the Standby Equity Purchase
agreement at the applicable floor price.
General
2.Include audited financial statements for the most recently completed fiscal year. Refer to
Item 8 of Form 20-F.

 FirstName LastNameHaggai Alon
 Comapany NameSMX (Security Matters) Public Ltd Co
 April 7, 2023 Page 2
 FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
April 7, 2023
Page 2
            You may contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Matthew Crispino,
Staff Attorney, at (202) 551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen Fox