SecProbe.io

CORRESP
 1
 filename1.htm

 SMX
(Security Matters) PLC

 Mespil
Business Centre, Mespil House, Sussex Road

 Dublin
4, Ireland

 September
29, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Alexandra Barone and Mitchell Austin

 RE:

 SMX
 (Security Matters) PLC

 Registration
 Statement on Form F-1

 Filed
 September 15, 2025

 File
 No. 333-290268

 Ladies
and Gentlemen:

 This
letter sets forth the response of SMX (Security Matters) PLC (the "Company") to the comment from the staff of the Securities
and Exchange Commission (the "Staff") received by letter dated September 18, 2025 (the "Comment Letter") relating
to the Registration Statement on Form F-1 (File No. 333-290268) (the "Registration Statement").

 For
convenience, we have set forth below, in bold type, the enumerated written comment provided in the Comment Letter to the Company. The
response of the Company to the comment is set forth immediately following the comment. Capitalized terms used in the response that are
not otherwise defined shall have the meanings ascribed to such terms in the Registration Statement.

 Registration
Statement on Form F-1 filed September 15, 2025

 Prospectus
Summary

 August
2025 RBW Transaction, Page 5

 1. On
 page 5, you disclose that "[a]ny such conversion is subject to limitations so each
 Selling Stockholder beneficially owns less than 4.99% of the Ordinary Shares; however, the
 Selling Stockholders have the right to waive this limitation and the Company expects that
 the Selling Stockholders will waive such limitations with respect to the August RBW Notes
 issued at the Third Closing, Fourth Closing and Fifth Closing, which if waived would cause
 us to issue a substantial number of freely tradable shares in a short period of time and
 that would have the effect of materially diluting our existing shareholders." We also
 note that Section 3(d)(i) of the Form of Convertible Promissory Note, filed as Exhibit 10.70,
 describes the 4.99% beneficial ownership limitation and states that "[t]he limitation
 contained in this paragraph may not be waived . . . ." In light of this apparent inconsistency,
 please clarify the terms of the 4.99% beneficial ownership limitation that are currently
 in effect and provide revised disclosures and exhibits as necessary. To the extent a stockholder
 may waive the 4.99% beneficial ownership limitation, revise to provide enhanced risk factor
 disclosure of the dilutive effect of this offering with examples and consider whether the
 Selling Stockholders must be presented on the beneficial ownership table as beneficial owners
 of more than 5% of your ordinary shares.

 We
respectfully advise the Staff that the Company shall remove the following language from the definitive prospectus that forms a part of
the Registration Statement, on page 5 of the prospectus: "however, the Selling Stockholders have the right to waive this limitation
and the Company expects that the Selling Stockholders will waive such limitations with respect to the August RBW Notes issued at the
Third Closing, Fourth Closing and Fifth Closing, which if waived would cause us to issue a substantial number of freely tradable shares
in a short period of time and that would have the effect of materially diluting our existing shareholders."

 The
Company confirms that no amendment shall be made to the August RBW Notes to include a waiver of the ownership limitation, and that neither
the Company nor the Selling Stockholders may waive such ownership limitation as set forth in the August RBW Notes.

 We
hope that the foregoing has been responsive to the Staff's comment. Please do not hesitate to contact Stephen E. Fox of Ruskin
Moscou Faltischek PC, counsel to the Registrant, at 516-663-6580 with any questions or if you wish to discuss the above response.

 Very
 truly yours,

 /s/
 Haggai Alon

 Chief
 Executive Officer

 cc:
 Stephen
 E. Fox, Esq.

 Ruskin
 Moscou Faltischek PC