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 June 16, 2025

Haggai Alon
Chief Executive Officer
SMX (Security Matters) Public Limited Company
Mespil Business Centre, Mespil House, Sussex Road
Dublin 4, Ireland

 Re: SMX (Security Matters) Public Limited Company
 Registration Statement on Form F-1
 Filed May 20, 2025
 File No. 333-287437
Dear Haggai Alon:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form F-1 Filed May 20, 2025
Selling Stockholders, page 115

1. Please clarify whether your selling stockholders are limited to 4.99% or
9.99%
 beneficial ownership at one time. You reference both percentages on page
115, but it
 is disclosed as 4.99% elsewhere in your registration statement.
2. Please disclose the natural persons that holds investment and/or voting
power over the
 shares issuable under the Convertible Promissory Note held by Secure Net
Capital
 LLC and Target Capital 16 LLC and clarify if either are affiliated with
a broker-
 dealer.
3. Include a brief description of how the selling shareholders acquired
their shares. In
 this regard, you reference the "RBW transaction" elsewhere in the
document, but
 never identify the parties to the RBW transaction. In addition, there is
no mention of
 shares underlying the warrants issued in the RBW transaction being
registered for
 June 16, 2025
Page 2

 resale; however, this section indicates shares underlying warrants are
being
 registered. Revise your cover page to identify how many shares being
registered
 underly your convertible notes and warrants. Also reflect these totals
in your selling
 shareholder table.
General

4. We note that you are seeking to register for resale ordinary shares for
your selling
 stockholders for shares that are convertible under a $6,875,000
convertible promissory
 note. Please clarify if this convertible promissory note is the same
that is described as
 the RBW Purchase Agreement on page 5 and the RBW Investors are
your selling
 shareholders, Secure Net Capital LLC and Target Capital 16 LLC.
5. We note that your RBW Purchase Agreement has three rolling closing
dates, and the
 third closing date appears to close "on or about" the effective date of
this registration
 statement. Clarify that the last closing will take place no later than
effectiveness of
 the registration statement to ensure that the transaction has closed;
otherwise,
 acceleration of the effective date of the registration statement would
not be
 appropriate. Refer to Question 134.01 to our Securities Act Rules
Compliance and
 Disclosure Interpretations.
6. Given the nature of your offering, including the size of the transaction
relative to the
 number of outstanding shares held by non-affiliates and the amount of
time Secure
 Net Capital LLC and Target Capital 16 LLC has held its shares, it
appears that the
 transaction may be an indirect primary offering on behalf of the
registrant. Please
 provide us with a detailed legal analysis of your basis for determining
that it is
 appropriate to characterize the transaction as a secondary offering
under Securities
 Act Rule 415(a)(1)(i). For guidance, please consider Question 612.09 of
our Securities
 Act Rules Compliance and Disclosure Interpretations.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Edwin Kim at 202-551-3297 or Larry Spirgel at
202-551-3815 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Samantha M. Guido, Esq.
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