SecProbe.io

CORRESP
 1
 filename1.htm

 SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

 Mespil
Business Centre, Mespil House

 Sussex
Road, Dublin 4, Ireland

 Tel:
+353-1-920-1000

 March
3, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. St., N.E.

 Washington,
D.C. 20549

 Re:
 Request
 for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-293520)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company hereby requests the acceleration
of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333- 293520)
so that it will become effective on Thursday, March 5, 2026 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

 Very
 truly yours,

 SMX
 (Security Matters) Public Limited Company

 By:
 /s/
 Haggai Alon

 Name:

 Haggai
 Alon

 Title:
 Chief
 Executive Officer

<DOCUMENT>
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<TEXT>
 February 23, 2026

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
 Registration Statement on Form F-1
 Filed February 17, 2026
 File No. 333-293520
Dear Haggai Alon:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Matthew Derby at 202-551-3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

 Mespil
Business Centre, Mespil House

 Sussex
Road, Dublin 4, Ireland

 Tel:
+353-1-920-1000

 August
25, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. St., N.E.

 Washington,
D.C. 20549

 Re:
 Request
 for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-289651)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the " Registrant ")
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-289651 )
so that it will become effective on Tuesday, August 26, 2025 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

 Very
 truly yours,

 SMX
 (Security Matters) Public Limited Company

 By:
 /s/
 Haggai Alon

 Name:

 Haggai
 Alon

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 August 22, 2025

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.
 Registration Statement on Form F-1
 Filed August 15, 2025
 File No. 333-289651
Dear Haggai Alon:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Samantha M. Guido, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SMX (SECURITY MATTERS)
PUBLIC LIMITED COMPANY

 Mespil Business Centre,
Mespil House

 Sussex Road, Dublin 4,
Ireland

 Tel: +353-1-920-1000

 July 7, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. St., N.E.

 Washington, D.C. 20549

 Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-287437)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the " Registrant ") hereby requests
the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-287437 )
so that it will become effective on Monday, July 7, 2025 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

 Very truly yours,

 SMX (Security Matters) Public Limited Company

 By:
 /s/ Haggai Alon

 Name:
 Haggai Alon

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 SMX
(Security Matters) PLC

 Mespil
Business Centre, Mespil House, Sussex Road

 Dublin
4, Ireland

 June
 20, 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:
Edwin Kim and Larry Spirgel

 RE:

 SMX
 (Security Matters) PLC

 Registration
 Statement on Form F-1

 Filed
 May 20, 2025

 File
 No. 333-287437

 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 June 16, 2025 (the "Comment Letter") relating
to the Registration Statement on Form F-1, as amended (File No. 333-287437) (the "Registration Statement"). The Company has
also revised the Registration Statement in response to the Staff's comments and, concurrently with delivery of this response
letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions ("Amendment
No. 2").

 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. Please note that all references to page numbers
in our responses refer to the page numbers of Amendment No. 2.

 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 you registration statement.

 Effect
has been given to the Staff's comment. Please see the revised disclosure on page 115.

 In
addition, we respectfully advise the Staff that the selling stockholders are limited to 4.99% beneficial ownership at one time.

 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.

 Effect
has been given to the Staff's comment. Please see the revised disclosure on page 115.

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

 We
respectfully advise the Staff that the Company is not registering ordinary shares underlying warrants, as no warrants were issued to
the selling stockholders in the RBW transaction. The inclusion of such language on page 115 of the prospectus was inadvertent and has
been removed in Amendment No. 2. The Company confirms it is only registering for resale ordinary shares that are convertible under a
convertible promissory note. Please see the revised disclosures on pages 5-6 and 115, and the removal of the reference to ordinary shares
underlying warrants.

 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.

 Effect
has been given to the Staff's comment. Please see the revised disclosures on pages 5-6 and 15.

 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.

 Effect
has been given to the Staff's comment. The Company and the selling stockholders have amended the transaction documents to
provide that the final closing will take place "no later than" effectiveness of the registration statement to ensure
that the transaction has closed. Please see the revised disclosures on page 5 and. Additionally, the amendment to the securities
purchase agreement reflecting this clarification is attached to Amendment No. 2 as Exhibit 10.67.

 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.

 The
Company respectfully advises the Staff that the Company does not believe that the transaction is an indirect primary offering. The Company
has considered the factors set forth in Securities Act Rule Compliance and Disclosure Interpretations ("C&DI") 612.09,
regarding whether a purported secondary offering is really an indirect primary offering in which the selling stockholders are acting
as underwriters selling on behalf of an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that
the selling stockholders are not acting as underwriters or otherwise as conduits for the Company and that the resale of the shares of
the Company's ordinary shares to be registered by the Registration Statement (the "Shares") is not an indirect primary
offering being conducted by or on behalf of the Company.

 Section
2(a)(11) of the Securities Act defines an underwriter as "any person who has purchased from an issuer with a view to, or offers
or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation
in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such underwriting..."
The Division of Corporation Finance (the "Division") provided guidance in Compliance and Disclosure Interpretations 612.09
(January 26, 2009) on the question of whether a "purported secondary offering is really a primary offering, i.e., the selling stockholders
are actually underwriters selling on behalf of an issuer." The Division indicated that the determination of whether a selling stockholder
may be considered a statutory underwriter depends on the facts and circumstances and articulated six factors to be considered in determining
whether an offering by selling stockholders is on behalf of an issuer.

 The
factors are: (i) how long the selling stockholders have held the shares; (ii) the circumstances under which they received them; (iii)
their relationship to the issuer; (iv) the amount of shares involved; (v) whether the sellers are in the business of underwriting securities;
and (vi) whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

 The
Company believes that the following analysis, in light of the definition of "underwriter" in the Securities Act and the Division's
guidance on whether selling stockholders are actually underwriters selling on behalf of an issuer, establishes that none of the Selling
Stockholders are acting as statutory underwriters or selling on behalf of the Company.

 Background

 On
May 7, 2025, the Company entered into Securities Purchase Agreement ("RBW Purchase Agreement") with Secure Net Capital LLC
and Target Capital 16 LLC (the "Selling Stockholders") to issue and sell to each of the Selling Stockholders a promissory
note (the "RBW Note"), for aggregate gross proceeds to the Company of up to $5.5 million (the "RBW Purchase Price"),
before deducting fees to RBW and other expenses payable by the Company in connection with the transaction. The RBW Purchase Price shall
be paid as follows: $1,375,000 on the initial closing date; $1,375,000 on a second closing date on or about the filing date of the Form
F-1 (as defined below); and $2,750,000 on a third closing date on or about the effective date of the Form F-1. The initial closing date
contemplated by the RBW Purchase Agreement (the "RBW Offering") occurred on May 8, 2025, and the second closing date contemplated
by the RBW Purchase Agreement occurred on May 22, 2025.

 The
RBW Notes are in the aggregate principal amount of up to $6,875,000 (the "RBW Principal Amount"), and carry an original issue
discount of 20%. The maturity date of each RBW Note is the 12-month anniversary of the issuance date, and is the date upon which the
RBW Principal Amount, as well as any other fees, shall be due and payable.

 Each
Selling Stockholder has the right, but not the obligation, at any time, to convert all or any portion of the then outstanding
and unpaid RBW Principal Amount and interest if any (including any costs, fees and charges) into the Company's Ordinary Shares
at a conversion price equal to the greater of $0.32 (the "Floor Price") and 85% of the lowest daily volume weighted average
price of the Ordinary Shares during the seven trading days immediately prior to the date of conversion, subject to certain adjustments
as provided in the RBW Note. Any such conversion is subject to conversion limitations, so each Investor beneficially owns less than 4.99%
of the Ordinary Shares. Additionally, each Selling Stockholder is limited from selling the Ordinary Shares issued upon conversion of
the RBW Note in an amount equal to 20% of the Company's trading volume during the same trading day.

 (i) How long the selling stockholders have held the shares.

 To
date, the Selling Stockholders have not yet acquired the Ordinary Shares that may be issued upon conversion of the RBW Note. Although
each Selling Stockholder has the right to convert all or any portion of the then outstanding and unpaid RBW Principal Amount and interest
if any, no such Selling Stockholder has exercised this right, nor is any Selling Stockholder obligated or required to convert any outstanding
and unpaid RBW Principal Amount into ordinary shares.

 Additionally,
the Selling Stockholders have held the RBW Note since May 7, 2025 and continue to bear the economic and market risk of their investment
in the Company for the period prior to the date that the Registration Statement is ultimately declared effective and (assuming any
conversion, which is not required or assured) the shares sold thereunder (or under any applicable exemption from registration). The
Selling Stockholders have already invested a total of $2,750,000 into the Company and will pay the final payment of $2,750,000 no later
than the effectiveness of the Registration Statement. As a result, the Selling Stockholders have been subject to not only market risk,
but also the risk that the Registration Statement would not be declared effective promptly or for a significant period of time. The Company
believes the purchase of the RBW Note by the Selling Stockholders, which is convertible into the shares being registered for resale,
is inconsistent with the notion that it is acquiring such securities with a view towards, or for resale in connection with, the public
sale or distribution thereof, but rather consistent with a further long-term investment in the Company.

 (ii)
The circumstances under which the selling stockholders received the shares.

 As
stated previously, the Selling Stockholders have not yet acquired the Ordinary Shares that may be issued upon conversion of the RBW Note,
and may never convert the RBW Notes in whole or in part. The Selling Stockholders received the RBW Note in connection with a private
placement transaction pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and, as noted above, have
been at market risk for their investment since their acquisition of the RBW Notes. Moreover, each Selling Stockholder has made
specific representations to the Company that such Selling Stockholder is acquiring the securities convertible into the ordinary shares
registered on their behalf for their own account for investment purposes only. The Company is not aware of any evidence that would indicate
that these specific representations were false.

 Furthermore,
the Company is not aware of any evidence that a distribution would occur if the Registration Statement is declared effective. Under the
Commission's rules, a "distribution" requires special selling efforts. Rule 100(b) of Regulation M defines a "distribution"
as "an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary
trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods." There is
nothing to suggest that any special selling efforts or selling methods by or on behalf of the Selling Stockholders has or would take
place if the Registration Statement is declared effective. The Company also is not aware of any facts to suggest that the Selling Stockholders
have taken any actions to condition or prime the market for the potential resale of the shares registered on its behalf.

 Neither
of the Selling Stockholders is acting on the Company ' s behalf with respect to the ordinary shares being registered for resale
under the Registration Statement, and the Company has no contractual relationship with the Selling Stockholders that would control the
timing, nature and amount of resales of the ordinary shares or whether such ordinary shares are even resold at all under the Registration
Statement. Each Selling Stockholder has the right, at any time, to convert all or any portion of the then outstanding and unpaid RBW
Principal Amount and interest if any. In the event the Selling Stockholders choose not to exercise this right, in their sole and absolute
discretion, the Company will be obligated to repay the RBW Note pursuant to its terms.

 In
addition, as set forth in the Registration Statement, the Company will not receive any proceeds from the sale of ordinary shares under
the Registration Statement. Instead, the Selling Stockholders will receive all proceeds received from resale of the ordinary shares.

 (iii)
The relationship of the selling stockholders to the Company.

 Based
upon information supplied to the Company by the Selling Stockholders, the Selling Stockholders are private institutional accredited investors
that invested in the Company for their own investment purposes and not with a view to resell or distribute ordinary shares. Moreover,
the Selling Stockholders are under no obligation to convert any portion of the RBW Note into ordinary shares, nor resell such ordinary
shares, if any, at any time. As stated above, in the event the Selling Stockholders choose not to exercise this right, the Company will
be obligated to repay the RBW Note pursuant to its terms.

 The
Company does not have an underwriting relationship with the Selling Stockholders

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

February 27, 2025
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
Registration Statement on Form F-3
Filed February 21, 2025
File No. 333-285132
Dear Haggai Alon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Matthew Crispino at 202-551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

February
27, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-3 (File No. 333-285132)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-3 (File No. 333-285132)
so that it will become effective on Friday, February 28, 2025 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

October
25, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-282337)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-282337)
so that it will become effective on Friday, October 25, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(Security Matters) PLC

Mespil
Business Centre, Mespil House, Sussex Road

Dublin
4, Ireland

  October 17,
  2024

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:
Mariam Mansaray and Jeff Kauten

    RE:

    SMX
    (Security Matters) PLC

    Registration
    Statement on Form F-1

    Filed
    September 26, 2024

    File
    No. 333-282337

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 October 10, 2024 (the “Comment Letter”) relating
to the Registration Statement on Form F-1 (File No. 333-282337) (the “Registration Statement”). The Company has also revised
the Registration Statement to update certain information therein and, concurrently with delivery of this response letter, filed with
the Securities and Exchange Commission an amendment to the Registration Statement which reflects these updates (“Amendment No.
1”).

For
convenience, we have set forth below, in bold type, the enumerated written comments provided in the Comment Letter to the Company. The
response of the Company to the comments are set forth immediately following the comments.

Registration
Statement on Form F-1

The
Offering, page 19

1.
Given the nature of the offering and its size relative to the number of shares outstanding held by non-affiliates, it appears that
the selling stockholders may be acting as conduits for the company in an indirect primary offering. Please revise to fix the price
at which the shares will be sold for the duration of the offering and name the selling stockholders as underwriters. In the
alternative, provide an analysis of why you believe this is not an indirect primary offering, taking into consideration each of the
factors identified in Securities Act Rules Compliance and Disclosure Interpretations 612.09, as well as any other factors you deem
relevant.

The
Company acknowledges the Staff’s comment and respectfully submits to the Staff that, for the reasons stated below, the resale of
the ordinary shares of the Company by the Selling Stockholders (collectively, the “Selling Stockholders,” and individually,
a “Selling Stockholder”) as contemplated in the Registration Statement, as amended by Amendment No. 1, is not an indirect
primary offering and is a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”).

Rule
415(a)(1)(i) provides that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided
that the registration statement pertains only to securities “which are to be offered or sold solely by or on behalf of a person
or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” Thus,
Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed or continuous basis by the selling stockholders in
a secondary offering.

The
Company further respectfully submits the Staff that the Company does not believe that any of the Selling Stockholders are acting as statutory
underwriters in connection with the proposed sale of the Company’s common stock as such term is defined under Section 2(a)(11)
of the Securities Act.

Section
2(a)(11) of the Securities Act defines an underwriter as “any person who has purchased from an issuer with a view to, or offers
or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation
in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such underwriting...”
The Division of Corporation Finance (the “Division”) provided guidance in Compliance and Disclosure Interpretations 612.09
(January 26, 2009) on the question of whether a “purported secondary offering is really a primary offering, i.e., the selling stockholders
are actually underwriters selling on behalf of an issuer.” The Division indicated that the determination of whether a selling stockholder
may be considered a statutory underwriter depends on the facts and circumstances and articulated six factors to be considered in determining
whether an offering by selling stockholders is on behalf of an issuer.

The
factors are: (i) how long the selling stockholders have held the shares; (ii) the circumstances under which they received them; (iii)
their relationship to the issuer; (iv) the amount of shares involved; (v) whether the sellers are in the business of underwriting securities;
and (vi) whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

The
Company believes that the following analysis, in light of the definition of “underwriter” in the Securities Act, the Division’s
guidance on what offerings should appropriately be classified as a valid secondary offering and not a primary offering, and whether selling
stockholders are actually underwriters selling on behalf of an issuer, establishes that none of the Selling Stockholders are acting as
statutory underwriters or selling on behalf of the Company.

(i)
How long the selling stockholders have held the shares.

On
September 11, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the
Selling Stockholders, who are institutional accredited investors, pursuant to which, among other things, the Company sold to the Selling
Stockholders an aggregate of 5,350,000 Common Units (or Pre-Funded Units), each consisting of one Ordinary Share or Pre-Funded Warrant
and two Series A Common Warrants, each to purchase one Ordinary Share per warrant at an exercise price of $1.00, subject to adjustment,
and one Series B Common Warrant to purchase such number of Ordinary Shares as determined in the Series B Warrant (collectively, the “Common
Units”). The offering price per Common Unit was $1.00 and $0.9999 for each Pre-Funded Unit (equal to the offering price per Common
Unit to be sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants were immediately
exercisable subject to registration and may be exercised at any time until exercised in full. The initial exercise price of each Series
A Common Warrant is $1.00 per Ordinary Share. The Series A Common Warrants are exercisable immediately subject to registration and expire
66 months after the initial issuance date. The number of securities issuable under the Series A Common Warrant is subject to adjustment.
The initial exercise price of each Series B Common Warrant is $0.00001 per Ordinary Share. The number of Ordinary Shares issuable under
the Series B Warrant, if any, is subject to adjustment to be determined pursuant to the trading price of the Ordinary Shares following
the effectiveness of the Registration Statement.

Pursuant
to the terms of the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Selling Stockholders
and agreed to use its best efforts to prepare and file with the Securities and Exchange Commission a registration statement providing
for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the ordinary shares included in the Common
Units (including the shares of Common Stock that may be issuable upon exercise of the Series A Warrants and the Series B Warrants) (collectively,
the “Registrable Securities”).

The
Company notes that there is no mandatory holding period for the registration for resale on a continuous basis of securities issued in,
or issuable upon exercise of warrants issued in, a private-investment in public-equity transaction (“PIPE”) transaction.
As noted by the Staff in Securities Act Sections, Compliance and Disclosure Interpretations, Question 139.11 (“Interpretation 139.11”),
which allows inclusion of the securities sold after a registration statement is filed if the registration statement is not yet effective,
a valid secondary offering may occur immediately following the closing of a private placement.

While
generally speaking, the longer shares are held, the less likely it is that selling stockholders are acting as a mere conduit for a company,
there is no mandatory holding period for a PIPE, and the Company is not aware of any Staff guidance on Rule 415 addressing the appropriate
length of time shares must be held in order to determine whether a purported secondary offering is really a primary offering or that
the period of time elapsing between a closing and effectiveness of a registration statement would result in the offering not being a
valid secondary offering; and the Company believes such positions would be inconsistent with Interpretation 139.11. Because the purchase
price has already been paid and the Common Units have already been delivered to the Selling Stockholders, the Selling Stockholders bear
the investment risk of holding all of these Common Units issued under the Securities Purchase Agreement. The Selling Stockholders participated
in the transactions contemplated by the Securities Purchase Agreement (the “Private Placement”) with the knowledge that they
might not be able to exit their positions at a profit, and they provided evidence, and specifically made certain representations, that
they purchased the Common Units with the intent to invest, rather than to effect a distribution, as an underwriter would have.

The
Selling Stockholders have already been subject to the full investment risk associated with ownership of the Common Units since the closing
of the transaction on September 12, 2024, and even if the Registration Statement were to have been immediately declared effective it
would be several months, and likely longer, before the Selling Stockholders could resell all of the Registrable Securities, that the
Company is seeking to register, given the historically low trading volume and price volatility of the Company’s ordinary shares.
Accordingly, the Selling Stockholders cannot be compared to underwriters as underwriters (by definition) do not take long term risk on
an issuer’s equity securities.

Furthermore,
at the time of the purchase of the Common Units, the market for the Company’s ordinary shares was not sufficiently liquid to accommodate
sales of a significant portion of the Securities, and the Company believes that the Selling Stockholders are sufficiently sophisticated
to have known this fact. Trading volume in the Company’s ordinary shares is limited and sporadic. Based on the size of the Selling
Stockholders’ respective investments, it is unlikely that any of them would consider selling their Securities unless there was
sufficient liquidity at a trading price substantially above their respective investment amounts, which may not be the case.

The
Common Units were issued to the Selling Stockholders in a bona fide private placement exempt from registration under Section 4(a)(2)
of the Securities Act and Regulation D promulgated thereunder. Each of the Selling Stockholders, subject to a negotiated hold-back held
in escrow, paid the full purchase price for the Common Units in cash upon acquisition, such purchase price was set and not based on a
fluctuating market price or ratio, and the Selling Stockholders have been subject to the full economic and market risks of their investment
since the date of the acquisition of the Common Units. The Selling Stockholders acquired the Common Units with no assurance that a liquid
market would be available in which the Registrable Securities could be sold.

Even
to the extent that the Selling Stockholders have held their Common Units since September 12, 2024, the Selling Stockholders, when they
entered into the Securities Purchase Agreement, were not assured that the Registration Statement will be declared effective. The Company
believes that the period of time that each Selling Stockholder will have held their shares and borne the economic and market risk of
their respective ownership, in combination with the additional factors set forth herein, evidences that each Selling Stockholder is acting
on its own behalf and is not acting as a statutory underwriter, and supports the conclusion that the offering pursuant to the Registration
Statement is a valid secondary offering.

(ii)
The circumstances under which the selling stockholders received the shares.

As
stated above, the Common Units were issued to the Selling Stockholders pursuant to the Securities Purchase Agreement in the Private Placement,
an arm’s-length private placement transaction, pursuant to an exemption from registration under Section 4(a)(2) of the Securities
Act and Regulation D promulgated thereunder. The Selling Stockholders were introduced to the Company by, solicited to make an investment
with the Company by, and worked with Aegis Capital Corp. (“Aegis”) as lead Placement Agent for the Private Placement, a registered
broker-dealer and member firm of the Financial Industry Regulatory Authority, Inc. (“FINRA”), acting on behalf of the Company
pursuant to the Company’s engagement letter agreement with Aegis, dated September 11, 2024 (the “Engagement Letter”).

In
the Securities Purchase Agreement, the Selling Stockholders made certain representations to the Company, including that each of them
(i) was an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated thereunder; (ii) was acquiring the
Common Units and, upon exercise of the Pre-Funded Warrants, Series A Common Warrants and the Series B Common Warrants, will acquire the
ordinary shares issuable upon exercise thereof, in each case, for its own account and not with a view towards, or for resale in connection
with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted
under the Securities Act; (iii) understood that the Common Units were offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company was relying in part upon the truth
and accuracy of, and the Selling Stockholder’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Selling Stockholder set forth therein in order to determine the availability of such exemptions and the eligibility
of the Selling Stockholder to acquire the Common Units; and (iv) had sought such accounting, legal and tax advice as it had considered
necessary to make an informed investment decision with respect to its acquisition of the Common Units. The Company is neither aware of
any evidence that would indicate that these representations were false nor aware of any evidence that any of the Selling Stockholders
has any plan to act in concert with a third party to effect a distribution of the Common Units or the Registrable Securities.

Pursuant
to the Securities Purchase Agreement, the Company was required to enter into the Registration Rights Agreement. The Registration Statement
was filed by the Company to comply with its obligations under the Registration Rights Agreement. The Company did not enter into the Registration
Rights Agreement for the purposes of conducting an indirect primary offering, as such a registration rights agreement is customary in
private placements similar to the Private Placement and other PIPEs transactions.

None
of the Selling Stockholders have entered into any underwriting relationship or arrangement with the Company, received or will receive
any commission, fee or other payment from the Company in connection with the resale of any of their Securities, and the Company will
receive no proceeds from the resale of the Securitie

October 10, 2024
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 September 26, 2024
File No. 333-282337
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
The Offering, page 19
1.Given the nature of the offering and its size relative to the number of shares
outstanding held by non-affiliates, it appears that the selling stockholders may be
acting as conduits for the company in an indirect primary offering. Please revise to fix
the price at which the shares will be sold for the duration of the offering and name the
selling stockholders as underwriters. In the alternative, provide an analysis of why you
believe this is not an indirect primary offering, taking into consideration each of the
factors identified in Securities Act Rules Compliance and Disclosure Interpretations
612.09, as well as any other factors you deem relevant.

October 10, 2024
Page 2
Plan of Distribution, page 115
2.We note your disclosure that the selling stockholders may utilize "purchases by a
broker-dealer as principal and resale by the broker-dealer for its account." Please
confirm your understanding that the retention by a selling shareholder of a broker-
dealer would constitute a material change to your plan of distribution requiring a post-
effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
            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 Rule 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 Mariam Mansaray at 202-551-6356 or Jeff Kauten at 202-551-3447
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Samantha M. Guido

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

August
28, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-281504)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-281504)
so that it will become effective on Wednesday, August 28, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

August
28, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-281551)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-281551)
so that it will become effective on Wednesday, August 28, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

August 16, 2024
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
Registration Statement on Form F-1
Filed August 14, 2024
File No. 333-281551
Dear Haggai Alon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Stephen Fox

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

June
28, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-279800)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-279800)
so that it will become effective on Monday, July 1, 2024 at 9:30 a.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(Security Matters) PLC

Mespil
Business Centre, Mespil House, Sussex Road

Dublin
4, Ireland

  June 18,
  2024

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:
Marion Graham and Jeff Kauten

    RE:

    SMX
    (Security Matters) PLC

    Registration
Statement on Form F-1

    Filed
May 9, 2024

    File
No. 333-279800

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 June 6, 2024 (the “Comment Letter”) relating to
the Registration Statement on Form F-1 (File No. 333-279800) (the “Registration Statement”). The Company has also revised
the Registration Statement in response to the Staff’s comment and, concurrently with delivery of this response letter, filed with
the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment No.
1”).

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. Please note that all references to page numbers
in our responses refer to the page numbers of Amendment No. 1.

Registration
Statement of Form F-1

Cover
Page, page 101

1. We
note your disclosure that the ordinary shares will be purchased at a price equal to “50% of the Market Price, if the market price
of the Ordinary Shares is below $0.20;” however, Section 1.35 of the Stock Purchase Agreement states that if “the market
price of the Common Stock is below .20, then the Company shall not be able to send a Put Notice.” Please revise the cover page
and elsewhere to clarify that the company cannot send a put notice if the price of the common stock is below $0.20 and that, based upon
current trading prices, the company will be unable to sell any shares under the registration statement. Additionally, your disclosure
that you may receive up to $30 million in aggregate gross proceeds is inconsistent with your disclosure that the maximum put amount in
any consecutive 30-day period is $500,000 over the 36-month term of the agreement. Please revise or advise.

We
respectfully advise the Staff that the sentence in Section 1.35 of the Stock Purchase Agreement, stating that if “the market price
of the Common Stock is below .20, then the Company shall not be able to send a Put Notice,” was from a prior iteration of the Agreement,
was not in the final, agreed-upon, as executed and delivered Stock Purchase Agreement, and should not have been included in the Stock
Purchase Agreement as filed as Exhibit 10.1 to the Company’s Form 6-K on April 22, 2024 (the “Form 6-K”). As such,
the disclosure in the Registration Statement regarding the purchase price of the Company’s ordinary shares under the Stock Purchase
Agreement is accurate and does not require the revisions as specified in the Staff’s comment. The Company has refiled the Stock
Purchase Agreement as Exhibit 10.76 to Amendment No. 1 with the incorrect sentence removed (the “Corrected SPA”), and shall
filed an Amendment to the Form 6-K to file the Corrected SPA under the Securities Exchange Act of 1934, as amended. Effect
has been given to the remainder of the Staff’s comment. Please see the revised disclosure on the cover page, and pages 5,
7, 40 and 42, including with respect to the Company entering into the Amendment to
the Stock Purchase Agreement to replace the $500,000 maximum put with $833,333, and new Exhibit 10.78.

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 further comments you have regarding the Registration
Statement, Amendment No. 1 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

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

June
6, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-279316)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-279316)
so that it will become effective on Thursday, June 6, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
June 6, 2024
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 29, 2024
File No. 333-279800
Dear Haggai Alon:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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 S-1
Cover Page
1.We note your disclosure that the ordinary shares will be purchased at a price equal to
"50% of the Market Price, if the market price of the Ordinary Shares is below
$0.20;" however, Section 1.35 of the Stock Purchase Agreement states that if "the market
price of the Common Stock is below .20, then the Company shall not be able to send a Put
Notice." Please revise the cover page and elsewhere to clarify that the company cannot
send a put notice if the price of the common stock is below $0.20 and that, based upon
current trading prices, the company will be unable to sell any shares under the registration
statement. Additionally, your disclosure that you may receive up to $30 million in
aggregate gross proceeds is inconsistent with your disclosure that the maximum put
amount in any consecutive 30-day period is $500,000 over the 36-month term of the
agreement. Please revise or advise.

 FirstName LastNameHaggai Alon
 Comapany NameSMX (Security Matters) Public Limited Company
 June 6, 2024 Page 2
 FirstName LastName
Haggai Alon
SMX (Security Matters) Public Limited Company
June 6, 2024
Page 2
            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 Rule 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 Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen Fox

CORRESP
1
filename1.htm

SMX
(Security Matters) PLC

Mespil
Business Centre, Mespil House, Sussex Road

Dublin
4, Ireland

May
28, 2024

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:
Marion Graham and Matthew Crispino

    RE:

    SMX
    (Security Matters) PLC

    Post-Effective
    Amendment No. 1 to Registration Statement on Form F-1

    Filed
    April 22, 2024

    File
    No. 333-277553

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 April 30, 2024 (the “Comment Letter”) relating
to the Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-277553) (the “Registration Statement”).
The Company has also revised the Registration Statement in response to the Staff’s comment and, concurrently with delivery of this
response letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions
(“Amendment No. 1”).

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. Please note that all references to page numbers
in our responses refer to the page numbers of Amendment No. 1.

Post-Effective
Amendment No. 1 to Registration Statement on Form F-1 filed April 22, 2024

Selling
Stockholders, page 101

    1.
    You
    disclose that “no Selling Stockholder is a broker-dealer or an affiliate of a broker-dealer. We note, however, that EF Hutton
    LLC is one of the selling shareholders. Please revise your disclosure accordingly or advise. Please note that a registration statement
    registering the resale of shares being offered by a broker-dealer must identify the broker-dealer as an underwriter if the shares
    were not issued as underwriting compensation. For a selling stockholder that is an affiliate of a broker-dealer, your prospectus
    must state, if true, that: (1) the seller purchased the securities in the ordinary course of business; and (2) at the time of purchase
    of the securities you are registering for resale, the seller had no agreements or understandings, directly or indirectly, with any
    person, to distribute the securities. If you are unable to make these statements in the prospectus, please disclose that the selling
    stockholder is an underwriter.

Effect
has been given to the Staff’s comment. Please see the revised disclosure on pages 101 and 111.

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 further comments you have regarding the Registration
Statement, the proposed Amendment No. 1 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

United States securities and exchange commission logo
May 15, 2024
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 10, 2024
File No. 333-279316
Dear Haggai Alon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen Fox

United States securities and exchange commission logo
April 30, 2024
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
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed April 22, 2024
File No. 333-277553
Dear Haggai Alon:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1 filed April 22, 2024
Selling Stockholders, page 101
1.You disclose that “no Selling Stockholder is a broker-dealer or an affiliate of a broker-
dealer. We note, however, that EF Hutton LLC is one of the selling shareholders. Please
revise your disclosure accordingly or advise. Please note that a registration statement
registering the resale of shares being offered by a broker-dealer must identify the broker-
dealer as an underwriter if the shares were not issued as underwriting compensation. For a
selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if
true, that: (1) the seller purchased the securities in the ordinary course of business; and (2)
at the time of purchase of the securities you are registering for resale, the seller had no
agreements or understandings, directly or indirectly, with any person, to distribute the
securities. If you are unable to make these statements in the prospectus, please disclose
that the selling stockholder is an underwriter.

 FirstName LastNameHaggai Alon
 Comapany NameSMX (Security Matters) Public Ltd Co
 April 30, 2024 Page 2
 FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
April 30, 2024
Page 2
            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.
            Please contact Marion Graham at 202-551-6521 or Matthew Crispino at 202-551-3456
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
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SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

March
11, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-277553)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-277553)
(the “Registration Statement”) so that it will become effective on Wednesday, March 13, 2024 at 9:30 a.m., Eastern
Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

March
7, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-277482)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-277482)
(the “Registration Statement”) so that it will become effective on Friday, March 8, 2024 at 4:30 p.m., Eastern Time,
or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
March 6, 2024
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
Registration Statement on Form F-1
Filed February 28, 2024
File No. 333-277482
Dear Haggai Alon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Mitchell Austin at 202-551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen E. Fox

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

February
15, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-276760)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-276760)
(the “Registration Statement”) so that it will become effective on Thursday, February 15, 2024 at 4:30
p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
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EF
Hutton LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

February
15, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-276760)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the sole underwriter of the proposed
public offering of securities of SMX (Security Matters) Public Limited Company (the “Registrant”), hereby join the Registrant’s
request that the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-276760) be accelerated so that
it will be declared effective on Thursday, February 15, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as possible.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    EF
Hutton LLC

    By:

    /s/
    Sam Fleischman

    Name:

    Sam
    Fleischman

    Title:
    Supervisory
    Principal

United States securities and exchange commission logo
February 5, 2024
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
Registration Statement on Form F-1
Filed January 30, 2024
File No. 333-276760
Dear Haggai Alon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen E. Fox, Esq.

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

January
9, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-276258)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-276258)
(the “Registration Statement”) so that it will become effective on Wednesday, January 10, 2024 at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

December
26, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-276257)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-276257)
(the “Registration Statement”) so that it will become effective on Wednesday, December 27, 2023 at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
December 26, 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
Registration Statement on Form F-1
Filed December 22, 2023
File No. 333-276258
Dear Haggai Alon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen E. Fox

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

November
28, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-274774)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-274774)
(the “Registration Statement”) so that it will become effective on Wednesday, November 29, 2023 at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

November
13, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-274595)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-274595)
(the “Registration Statement”) so that it will become effective on Tuesday, November 14, 2023 at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable.

    Very truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:
    Haggai Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

November
6, 2023

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 Matthew Derby

    Re:
    SMX
    (Security Matters) PLC

    Registration
    Statement on Form F-1

    Filed
    September 20, 2023

    File
    No. 333-274595

To
the addressees set forth above:

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”) contained in its letter dated September 29, 2023 relating to the above referenced Registration
Statement on Form F-1 filed on September 20, 2023 (the “Registration Statement”). The Company has also revised the Registration
Statement in response to the Staff’s comment and, concurrently with delivery of this response letter, filed with the Securities
and Exchange Commission an amendment to the Registration Statement which reflects these and certain other revisions (“Amendment
No. 1”).

In
this letter, the bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter and is followed
by the Company’s response. Please note that all references to page numbers in our response refer to the page numbers of Amendment
No. 1.

General

    1.
    We
    note your response to prior comment 1 and your assertion that the shares being registered only represent 81.02% of the shares outstanding.
    However, your disclosure indicates that you had 2,219,144 shares outstanding as of September 18, 2023 and you are registering 9,482,110
    shares which is approximately 427% of the total shares outstanding, notwithstanding the beneficial ownership limitation. Please revise
    to provide a materially complete discussion regarding the dilutive impact on existing shareholders if all of the warrants were exercised
    and underlying shares sold. In addition, quantify the percentage of outstanding shares this transaction is registering assuming all
    of the warrants were exercised. Finally, clarify where there are any restrictions on the selling stockholder as it relates to the
    resale of the warrants.

Response:
Effect has been given to the Staff’s comment. Please see the revised disclosure on the prospectus cover page and pages 12,
16, 33, and 03-104 of Amendment No. 1.

We
hope that Amendment No. 1 has been responsive to the Staff’s comments. Please do not hesitate to contact the undersigned, counsel
to the Registrant, at 516-663-6580 with any questions or further comments you have regarding the Registration Statement, or if you wish
to discuss the above responses.

Very
truly yours,

    /s/
    Stephen E. Fox

    RUSKIN
    MOSCOU FALTISCHEK, P.C.

    cc:
    Haggai
    Alon

    SMX
    (Security Matters) PLC

United States securities and exchange commission logo
October 3, 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
Registration Statement on Form F-1
Filed September 29, 2023
File No. 333-274774
Dear Haggai Alon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Alexandra Barone at 202-551-8816 or Matthew Derby at 202-551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen E. Fox

United States securities and exchange commission logo
September 29, 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
Registration Statement on Form F-1
Filed September 20, 2023
File No. 333-274595
Dear Haggai Alon:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 25, 2023 letter.
Registration Statement on Form F-1
General
1.We note your response to prior comment 1 and your assertion that the shares being
registered only represent 81.03% of the shares outstanding.  However, your disclosure
indicates that you had 2,219,144 shares outstanding as of September 18, 2023 and you are
registering 9,482,110 shares which is approximately 427% of the total shares
outstanding, notwithstanding the beneficial ownership limitation.  Please revise to provide
a materially complete discussion regarding the dilutive impact on existing shareholders if
all of the warrants were exercised and underlying shares sold.  In addition, quantify the

 FirstName LastNameHaggai Alon
 Comapany NameSMX (Security Matters) Public Ltd Co
 September 29, 2023 Page 2
 FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
September 29, 2023
Page 2
percentage of outstanding shares this transaction is registering assuming all of the
warrants were exercised.  Finally, clarify whether there are any restrictions on the selling
stockholder as it relates to the resale of the warrants.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen E. Fox

CORRESP
1
filename1.htm

    September
    28, 2023

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 Matthew Derby

    Re:

    SMX
    (Security Matters) PLC

    Registration
    Statement on Form F-1

    Filed
    September 20, 2023

    File
    No. 333-274595

To
the addressees set forth above:

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”) contained in its letter dated September 25, 2023 relating to the above referenced Registration
Statement on Form F-1 filed on September 20, 2023 (the “Registration Statement”).

In
this letter, the bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter and is followed
by the Company’s response.

General

    1.
    Given
    the nature of the offering, including the substantial portion of your shares being registered for resale that are held by a single
    entity relative to the number of shares outstanding, it appears that the transaction may be an indirect primary offering. Please
    provide us with an 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 see Question 612.09 of the Securities Act Rules Compliance and Disclosure
    Interpretations.

Response:
The Company acknowledges the Staff’s comment and respectfully submits that the proposed resale of the Company’s ordinary
shares by the selling stockholder (the “Selling Stockholder”) as contemplated in the Registration Statement is not an indirect
primary offering and is appropriately characterized as a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities
Act of 1933, as amended (the “Securities Act”).

Rule
415(a)(1)(i) provides that securities may be registered for an offering on a continuous or delayed basis in the future provided, among
other things, that the registration statement pertains only to securities which are to be offered or sold solely by or on behalf of a
person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary. With
respect to the Registration Statement, neither the Company nor any of its subsidiaries is offering securities under the Registration
Statement, nor is the offering being made on behalf of the Company or any of its subsidiaries.

In
further consideration of this comment, we have reviewed Compliance and Disclosure Interpretation Question 612.09 (“C&DI 612.09”),
including the six enumerated factors contained therein, and offer the following discussion for the Staff’s consideration:

Background

On
September 6, 2023, through a bona fide private placement, the Company consummated the transactions
contemplated by a Securities Purchase Agreement (the “Purchase Agreement”) with the Selling Stockholder pursuant to which
the Company issued and sold to the Selling Stockholder a promissory note with a fixed conversion price of $1.6378 (the “Note”)
and warrants (collectively, the “Warrants”), for gross proceeds to the Company of approximately US$2.5 million, before deducting
fees and other offering expenses payable by the Company to their service providers.

The
Note, dated September 5, 2023 (the “Effective Date”), is in the principal amount of $4,290,000 (the “Principal
Amount”). The actual amount loaned by the Selling Stockholder pursuant to the Note is $2,574,000 after a 40% original issue discount.
The maturity date of the Note is the 12-month anniversary of the Effective Date, and is the date upon which the Principal Amount, as
well as any accrued and unpaid interest and other fees, shall be due and payable. Interest accrues in the amount of 12% per year from
the Effective Date and shall be payable on the maturity date or upon acceleration or by prepayment or otherwise.

The
Selling Stockholder has the right, at any time, to convert all or any portion of the then outstanding and unpaid Principal Amount and
interest (including any costs, fees and charges) into the Company’s ordinary shares (“Ordinary Shares”), at a fixed
conversion price of $1.6378 per share, subject to customary adjustments as provided in the Note including for fundamental transactions.
Any such conversion is subject to customary conversion limitations set forth in the Note so the Selling Stockholder beneficially owns
less than 4.99% of the Company’s Ordinary Shares (the “Beneficial Ownership Limitation”). Additionally, the Company
has the right to convert in whole or in part the Note into Ordinary Shares; provided that in no case shall the Company so convert the
Note if the result of the issuance of Ordinary Shares thereby would result in the beneficial ownership of the Selling Stockholder of
Ordinary Shares in excess of the Beneficial Ownership Limitation.

The
Company also issued two Warrants to the Selling Stockholder, an “A” Warrant and a “B” Warrant. The A Warrant
for 3,929,051 Ordinary Shares has an exercise price of $0.0022 per share, subject to customary adjustments, and may be exercised at any
time until the five year anniversary of the A Warrant. The B Warrant for 2,619,367 Ordinary Shares has an exercise price of $1.6378 per
share, subject to customary adjustments, and may be exercised at any time until the five year anniversary of the B Warrant. The exercise
of the Warrants are also subject to the Beneficial Ownership Limitation.

The
Company further entered into a Registration Rights Agreement with the Selling Stockholder, pursuant to which the Company agreed to register
for resale all of the Ordinary Shares underlying the Note and the Warrants (the “Registration Rights Agreement”).

The
Note and Warrants were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Regulation D promulgated thereunder and, along with the Ordinary Shares of the Company underlying such securities, have
not been registered under the Securities Act or applicable state securities laws.

The
Company engaged EF Hutton, division of Benchmark Investments, LLC as a broker-dealer for this transaction.

Factor
1: How Long the Selling Stockholder Has Held the Shares

The
Selling Stockholder has held the Warrants and the Note since September 6, 2023. During this period, the Selling Stockholder has not converted
any portion of the Note into Ordinary Shares, nor exercised the Warrants into Ordinary Shares, and the Company does not believe that
the Selling Stockholder will so convert or exercise until after the effectiveness of the Registration Statement, at the earliest. This
holding period for the Note and the Warrants demonstrates that the Selling Stockholder acquired the securities for investment, does not
have intent to distribute the Ordinary Shares on behalf of the Company and is not acting as an underwriter.

Factor
2: Circumstances Under Which the Selling Stockholder Acquired the Shares

As
described above, the Selling Stockholder acquired the Note and the Warrants on September 6, 2023, which was a bona fide private placement
transaction conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated
thereunder. To date, the Selling Stockholder has not converted any portion of the Note nor exercised any Warrants into Ordinary Shares.

The
Purchase Agreement contained, among other things, customary investment and private placement representations of the Selling Stockholder
to the Company. In addition, the Selling Stockholder has not entered into any underwriting relationships or arrangements with the Company,
has not received any commission or other payment from the Company in connection with the resale of any of its securities, and the Company
will receive no proceeds from the resale of the Ordinary Shares, if any, by the Selling Stockholder (although the Company will receive
proceeds upon any exercise of the Warrants). These circumstances are quite distinct from those involving a primary offering by or on
behalf of the Company.

Furthermore,
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the
presence of special selling efforts and selling methods” (emphasis added). The Company is not aware of any evidence that
would suggest that any such special selling efforts or selling methods (such as investor presentations or road shows) by or on behalf
of the Selling Stockholder that have or are currently intended to take place if the Registration Statement is declared effective.

Factor
3: The Selling Stockholder’s Relationship to the Company

Based
upon information supplied to the Company by the Selling Stockholder, the Selling Stockholder is a private investor that purchased the
securities for its own account and not with a view to resale or distribution. The Company does not have an underwriting relationship
with the Selling Stockholder or any contractual, legal or other relationship that would control the timing, nature or amount of resales
of the Ordinary Shares following the effectiveness of the Registration Statement, whether the Note is converted in whole or in part,
whether the Warrants are exercised in whole or in part, or even whether any Ordinary Shares (if so issued upon conversion or exercise)
are resold at all under the Registration Statement. To the Company’s knowledge, at no time has the Selling Stockholder been affiliated
with or acted as securities broker-dealers or representatives thereof. Further, as noted above, the Selling Stockholder represented to
the Company that it was acquiring the securities for its own account and not with a view to resale or distribution.

The
registration rights granted to the Selling Stockholder under the Registration Rights Agreement entered into in connection with the Purchase
Agreement are customary and are not indicative of any desire of the Selling Stockholder to sell or distribute the Ordinary Shares on
behalf of the Company, or at all. The Selling Stockholder negotiated for such customary registration rights for a variety of business
reasons and the registration rights were not granted by the Company for the purpose of conducting an indirect primary offering. Absent
the contractual obligation contained in the Registration Rights Agreement, the Company would not be filing the Registration Statement.
In addition, the Selling Stockholder would be responsible for paying any broker-dealer fees or underwriting discounts or commissions
directly to any broker-dealers they engage to assist in selling any Ordinary Shares.

To
the extent the Selling Stockholder sells the Ordinary Shares upon conversion or exercise, as the case may be, of the Note and Warrant,
the Selling Stockholder will retain all proceeds from such sales and the Company will not receive any of the proceeds from any resale
of the Ordinary Shares.

Factor
4: The Amount of Shares Involved

The
Company is seeking to register 9,482,110 Ordinary Shares for resale, which, assuming all 9,482,110 Ordinary Shares are issued to the
Selling Stockholder, would be approximately 81.03% of the Company’s outstanding Ordinary Shares. However, the Purchase Agreement
provides for the Beneficial Ownership Limitation. Thus, the Selling Stockholder could own and sell significantly less Ordinary Shares
then are being registered by the Company.

Factor
5: Whether the Selling Stockholder is in the Business of Underwriting Securities

As
noted above, based upon information supplied to the Company by the Selling Stockholder, the Selling Stockholder is a private investor.
To the Company’s knowledge, the Selling Stockholder is not, nor has it ever been, in the business of underwriting securities. Additionally,
the issuance of Ordinary Shares covered by the Registration Statement upon the conversion of the Note or exercise of the Warrants is
neither conditioned on the prior effectiveness of the Registration Statement nor otherwise conditioned on the Selling Stockholder’s
ability to resell the shares.

In
prior no-action letters, the Staff has noted that determination of “underwriter” status depends on all of the facts and circumstances
surrounding a particular transaction. The Staff also has stated that institutional investors generally should not be deemed to be underwriters
with regard to the acquisition of large amounts of securities, provided such securities are acquired in the ordinary course of the investor’s
business and that the investor has no arrangement with any person to participate in the distribution of such securities. See, e.g.,
American Council of Life Insurance, SEC No-Action Letter, publicly available May 10, 1983.

Factor
6: Whether under All the Circumstances it Appears that the Selling Stockholder is Acting as a Conduit for the Company

As
noted above, the Selling Stockholder can acquire the Ordinary Shares upon the conversion of the Note and the exercise of the Warrants,
which were acquired in a bona fide private placement transaction. Since the closing of the transaction, the Selling Stockholder has borne
the full economic risk of ownership of the Note and the Warrants and likely will continue to do so for a significant period of time.

The
Selling Stockholder is not acting on behalf of the Company with respect to the Ordinary Shares being registered for resale under the
Registration Statement and will receive no commission or other payment from the Company, and the Company will receive no portion of the
proceeds from any resales of Ordinary Shares.

Conclusion

The
circumstances of the offering do not indicate that the Selling Stockholder is reselling the Ordinary Shares on behalf of the Company.
The duration of the Selling Stockholder’s investment in the Note and Warrants, and the uncertainty regarding future conversions
and/or exercises of the Note and Warrants, as the case may be, and the Ordinary Shares demonstrates investment intent. The Selling Stockholder
will not be acquiring the Ordinary Shares under circumstances that would indicate that it was receiving compensation from the Company
in connection with the resale of the Ordinary Shares or that the Company had any financial interest in the resale of the Ordinary Shares.
Additionally, there is no evidence of special selling efforts or selling methods that would suggest a view to “distribution.”
Finally, to the Company’s knowledge, the Selling Stockholder is not in the business of underwriting securities. In light of these
circumstances and the others described herein, we respectfully submit that the Selling Stockholder is not acting as an underwriter on
behalf of, or as a conduit for, the Company.

We
acknowledge the Staff’s guidance and respectfully submit that, based on the foregoing, the proposed resale of the Ordinary Shares
by the Selling Stockholder as contemplated by the Registration Statement is appropriately characterized as a secondary offering that
is eligible to be made on a shelf basis under Rule 415(a)(1)(i) and, as such, the Selling Shareholder should not be deemed to be an underwriter
under the Securities Act.

We
hope that the foregoing has been responsive to the Staff’s comments. Please do not hesitate to contact the undersigned, counsel
to the Registrant, at 516-663-6580 with any questions or further comments you have regarding the Registration Statement, or if you wish
to discuss the above responses.

Very
truly yours,

    /s/
    Stephen E. Fox

    RUSKIN
    MOSCOU FALTISCHEK, P.C.

    cc:
    Haggai
    Alon

    SMX
    (Security Matters) PLC

United States securities and exchange commission logo
September 25, 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
Registration Statement on Form F-1
Filed September 20, 2023
File No. 333-274595
Dear Haggai Alon:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 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 comment, we may have additional comments.
Registration Statement on Form F-1 Filed September 20, 2023
General
1.Given the nature of the offering, including the substantial portion of your shares being
registered for resale that are held by a single entity relative to the number of shares
outstanding, it appears that the transaction may be an indirect primary offering. Please
provide us with an 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 see Question 612.09 of the Securities Act Rules Compliance and
Disclosure Interpretations.

 FirstName LastNameHaggai Alon
 Comapany NameSMX (Security Matters) Public Ltd Co
 September 25, 2023 Page 2
 FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
September 25, 2023
Page 2
            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 Rule 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 Alexandra Barone, Staff Attorney, at (202) 551-8816 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen E. Fox

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

September
15, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-274378)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-274378)
(the “Registration Statement”) so that it will become effective on Monday, September 18, 2023 at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:
    Haggai
    Alon

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
September 12, 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.
Registration Statement on Form F-1
Filed September 6, 2023
File No. 333-274378
Dear Haggai Alon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kyle Wiley, Staff Attorney, at (202) 344-5791 or Matt Derby, Legal
Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stephen Fox

CORRESP
1
filename1.htm

EF
Hutton,

division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

June
22, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the sole underwriter of the proposed
public offering of securities of SMX (Security Matters) Public Limited Company (the “Registrant”), hereby join the Registrant’s
request that the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-272503) be accelerated so that
it will be declared effective on Thursday, June 22, 2023 at 4:00 p.m., Eastern Time, or as soon thereafter as possible.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    Hutton,

    division
    of Benchmark Investments, LLC

    By:

    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

June
22, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-272503)
(the “Registration Statement”) so that it will become effective on Thursday, June 22, 2023 at 4:00 p.m., Eastern Time,
or as soon thereafter as practicable.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
    Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

June
15, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    SMX
                                            (Security Matters) Public Limited Company

    Registration
    Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on June 14, 2023, in which we requested the acceleration of the effective date
of the above-captioned Registration Statement for June 15, 2023, at 5:30 p.m. Eastern Time, in accordance with Rule 461 of the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

    Very
                                            truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
                                            Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

EF
Hutton,

division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

June
15, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    SMX
                                            (Security Matters) Public Limited Company

    Registration
    Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on June 14, 2023, in which we requested the acceleration of the effective date
of the above-captioned Registration Statement for June 15, 2023, at 5:30 p.m. Eastern Time, in accordance with Rule 461 of the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

    Very truly yours,

    EF
                    Hutton,

division
of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
                                            Fleischman

    Title:
    Supervisory Principal

CORRESP
1
filename1.htm

EF
Hutton,

division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

June
14, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the sole underwriter of the proposed
public offering of securities of SMX (Security Matters) Public Limited Company (the “Registrant”), hereby join the Registrant’s
request that the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-272503) be accelerated so that
it will be declared effective on Thursday, June 15, 2023 at 5:30 p.m., Eastern Time, or as soon thereafter as possible.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
                                            Hutton,

    division
    of Benchmark Investments, LLC

    By:

    /s/
    Sam Fleischman

    Name:

    Sam
                                            Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

June
14, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-272503)
(the “Registration Statement”) so that it will become effective on Thursday, June 15, 2023 at 5:30 p.m., Eastern Time,
or as soon thereafter as practicable.

    Very
                                            truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
                                            Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

EF
Hutton,

division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

June
13, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the sole underwriter of the proposed
public offering of securities of SMX (Security Matters) Public Limited Company (the “Registrant”), hereby join the Registrant’s
request that the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-272503) be accelerated so that
it will be declared effective on Wednesday, June 14, 2023 at 4:30 p.m., Eastern Time, or as soon thereafter as possible.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

June
13, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-272503)
(the “Registration Statement”) so that it will become effective on Wednesday, June 14, 2023 at 4:30 p.m., Eastern
Time, or as soon thereafter as practicable.

    Very truly yours,

    SMX (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Title:

    Haggai
                                            Alon

    Chief
    Executive Officer

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

June
13, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    SMX
                                            (Security Matters) Public Limited Company

    Registration
Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on June 13, 2023, in which we requested the acceleration of the effective date
of the above-captioned Registration Statement for June 14, 2023, at 4:30 p.m. Eastern Time, in accordance with Rule 461 of the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:

    Haggai
                                            Alon

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

EF
Hutton,

division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

June
13, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    SMX
                                            (Security Matters) Public Limited Company

    Registration
Statement on Form F-1 (File No. 333-272503)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on June 13, 2023, in which we requested the acceleration of the effective date
of the above-captioned Registration Statement for June 14, 2023, at 4:30 p.m. Eastern Time, in accordance with Rule 461 of the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

    Very
    truly yours,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY

Mespil
Business Centre, Mespil House

Sussex
Road, Dublin 4, Ireland

Tel:
+353-1-920-1000

May
19, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-270674)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, SMX (Security Matters) Public Limited Company (the “Registrant”)
hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-270674)
(the “Registration Statement”) so that it will become effective on Monday, May 22, 2023 at 4:00 p.m., Eastern Time,
or as soon thereafter as practicable.

The
Registrant hereby authorizes Stephen E. Fox, Esq. of Ruskin Moscou Faltischek, P.C., to orally modify or withdraw this request for acceleration.

Please
contact Mr. Fox at (516) 663-6580, to provide notice of effectiveness of the Registration Statement, or if you have any questions or
comments relating to this request.

We
also respectfully request that a copy of the written order from the United States Securities and Exchange Commission verifying the effective
time and date of such Registration Statement be sent to Ruskin Moscou Faltischek, P.C., attention: Stephen E. Fox, via email at sfox@rmfpc.com.

    Very
    truly yours,

    SMX
    (Security Matters) Public Limited Company

    By:
    /s/
    Haggai Alon

    Name:
    Haggai
    Alon

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
May 16, 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
Draft Registration Statement on Form F-1
Submitted May 9, 2023
CIK No. 0001940674
Dear Haggai Alon:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please 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

CORRESP
1
filename1.htm

SMX
(Security Matters) PLC

Mespil
Business Centre, Mespil House, Sussex Road

Dublin
4, Ireland

April
28, 2023

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:
Austin Pattan and Matthew Crispino

    RE:

    SMX
    (Security Matters) PLC

Amendment
No. 3 to Registration Statement on Form F-1

Filed
April 28, 2023

File
No. 333-270674

Ladies
and Gentlemen:

This
letter sets forth responses of SMX (Security Matters) PLC (the “Company”) to the comments from the staff of the Securities
and Exchange Commission (the “Staff”) received by letter dated April 7, 2023 (the “Comment Letter”) relating
to the Registration Statement on Form F-1, as amended (File No. 333-270674) (the “Registration Statement”). The Company has
also revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this response letter,
filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 3”).

For
convenience, we have set forth below, in bold type, the enumerated written comments provided in the Comment Letter to the Company. The
response of the Company to each comment is set forth immediately following the comment. Please note that all references to page numbers
in our responses refer to the page numbers of Amendment No. 3.

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.

Effect
has been given to the Staff’s comment. Please see the revised disclosure on page 8 of Amendment No. 3.

General

2. Include
                                            audited financial statements for the most recently completed fiscal year. Refer to Item 8
                                            of Form 20-F.

Effect
has been given to the Staff’s comment. Please see the audited financial statement for the most recently completed fiscal year on
pages F-1 to F-63 of Amendment No. 3.

We
hope that the foregoing has been responsive to the Staff’s comments. 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 further comments you have regarding the Registration
Statement, the proposed Amendment No. 3 or if you wish to discuss the above responses.

    Very
truly yours,

    /s/
    Haggai Alon

    Chief
    Executive Officer

  cc:
  Stephen E. Fox, Esq.

  Ruskin Moscou Faltischek
  PC

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

CORRESP

 SMX (Security Matters) PLC

Mespil Business Centre, Mespil House, Sussex Road

Dublin 4, Ireland

                April 3, 2023

 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: Austin Pattan and
Matthew Crispino

RE:
 SMX (Security Matters) PLC

Amendment No. 1 to Registration Statement on Form F-1

Filed March 17, 2023

File No. 333-270674

Ladies and Gentlemen:

 This letter sets forth
responses of SMX (Security Matters) PLC (the “Company”) to the comments from the staff of the Securities and Exchange Commission (the “Staff”) received by letter dated March 29, 2023 (the “Comment Letter”) relating
to the Registration Statement on Form F-1, as amended (File No. 333-270674) (the “Registration Statement”). The Company has also revised the Registration
Statement in response to the Staff’s comments and, concurrently with delivery of this response letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 2”).

 For convenience, we have set forth below, in bold type, the enumerated written comments provided in the Comment Letter
to the Company. The response of the Company to each comment is set forth immediately following the comment. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 2. Capitalized terms used
but not defined herein have the meanings ascribed to such terms in Amendment No. 2.

 Registration Statement on Form
F-1/A filed March 23, 2023

 Cover Page

1.
 Please disclose on your cover page the price (and formula for determining it) at which Lincoln Park will
receive your shares pursuant to the Purchase Agreement and the term of the Purchase Agreement.

 Effect has been given to the
Staff’s comment. Please see the revised disclosure on the prospectus cover page.

 Prospectus Summary, page 1

2.
 Please disclose, if true, that while the selling securityholder may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential
profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Effect has been given to the Staff’s comment. Please see the revised disclosure on pages 9, 34, 52 and 53 of Amendment No. 2. See also the Risk
Factor entitled “Investors who buy Ordinary Shares at different times will likely pay different prices” on page 35.

 In addition, we respectfully advise the Staff that the actual profit that Yorkville may earn with respect to
ordinary shares purchased under either of the two pricing options cannot be determined in advance. While the ordinary shares sold to Yorkville pursuant to an Advance Notice will be sold at the agreed discount to the then-current trading price
(either 96% or 97% of the VWAP depending on the option selected, as disclosed in Amendment No. 2), Yorkville is under no obligation to sell the ordinary shares immediately upon purchase, or ever. The ultimate profit (or loss) on the sale of the
ordinary shares subject to an Advance will be borne by Yorkville and is dependent on the trading price of the ordinary shares at the time of sale, if ever and its trading strategy employed from time to time.

3.
 Please update your disclosure to reflect the amount that would be available to the Company under the Standby
Equity Purchase agreement based on the current trading price of the Company’s Ordinary Shares. Further, disclose the amount available to the Company under the applicable floor price.

Effect has been given to the Staff’s comment. Please see the revised disclosure on pages 9, 52 and 53 of Amendment No. 2.

Risk Factors, page 17

4.
 In your risk factor summary, you highlight multiple risks but fail to include related risk factor
disclosure. For example, you note that management has limited experience in operating a public company in the U.S but fail to include a related risk factor. You also note that the stock price of your ordinary shares may be volatile but fail to
include a related risk factor. These are non-exhaustive examples. Please update your risk factor disclosure to accurately reflect the summary.

Effect has been given to the Staff’s comment. Please see the addition of related risk factor disclosure on pages 30-34 and 36-40 of Amendment No. 2.

 It is not possible to predict the actual number of shares we will sell under the SEPA . . ., page 30

5.
 Advise whether there is a risk that the potential depressive effect on your share trading price due to the
substantial number of shares you are registering for resale may also limit your ability to utilize the Standby Equity Purchase Agreement to enhance your cash resources. For example, advise whether a decline in the trading price of your common shares
may affect the ability or rate at which Yorkville sells its shares of your Common Stock and, as a result, may restrict the amount or timing of additional financing you are able to obtain pursuant to the Standby Equity Purchase Agreement in light of
the Beneficial Ownership Limitation.

 We respectfully advise the Staff that the Company, in determining the number of ordinary
shares to be registered for sale by Yorkville, attempted to strike a balance between the Company’s potential need for capital pursuant to the SEPA and the possible market overhang and dilution that could result from the issuance of ordinary
shares pursuant to the SEPA. As a result, the Company believes that any potential depressive effect on its share trading price at this time is not a material risk when compared to the benefits the Company could receive upon being adequately
capitalized. Furthermore, the Company does not believe that a decline in the Company’s stock price would effect Yorkville’s ability to sell, or rate at which it sells, any ordinary shares it purchases pursuant to an Advance, other than as
a result of any trading strategy Yorkville may employ from time to time. The Company does believe that the trading volume of the Company’s ordinary shares would have a more direct effect on Yorkville’s ability to sell the ordinary shares.
Yorkville’s inability to sell any ordinary shares it may purchase pursuant to an Advance as a result of low trading volume could result in Yorkville being unable to exit its position in the Company’s shares, and possibly being prevented
from purchasing more of the Company’s ordinary shares as a result of the 4.99% beneficial ownership limitation.

 Liquidity and Capital Resources,
page 77

6.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Ordinary Shares, expand your discussion of capital

resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this
offering on the company’s ability to raise additional capital.

 Effect has been given to the Staff’s comment. Please see the
additional disclosure under “Liquidity and Capital Resources” on pages 86-89, and under “Contractual Obligations” on page 89 of Amendment No. 2.

General

7.
 Please disclose whether the company is aware of any material adverse trends, events or transactions that
have occurred subsequent to June 30, 2022 that would materially impact an investor’s understanding of your business, financial condition, results of operations and cash flows. Refer to Item 303 of Regulation
S-K.

 Effect has been given to the Staff’s comment. Please see the additional
disclosure under “Liquidity and Capital Resources” on page 86 of Amendment No. 2.

 We hope that the foregoing has been
responsive to the Staff’s comments. 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 further comments you have regarding the Registration Statement, the proposed Amendment No. 2 or if you wish to discuss the above responses.

Very truly yours,

 /s/ Haggai Alon

Chief Executive Officer

cc:
 Stephen E. Fox, Esq.

 Ruskin Moscou Faltischek PC

United States securities and exchange commission logo
March 29, 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. 1 to Registration Statement on Form F-1
Filed March 17, 2023
File No. 333-270674
Dear Haggai Alon:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1/A filed March 23, 2023
Cover Page
1.Please disclose on your cover page the price (and formula for determining it) at which
Lincoln Park will receive your shares pursuant to the Purchase Agreement and the term of
the Purchase Agreement.
Prospectus Summary, page 1
2.Please disclose, if true, that while the selling securityholder may experience a positive rate
of return based on the current trading price, the public securityholders may not experience
a similar rate of return on the securities they purchased due to differences in the purchase
prices and the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include

 FirstName LastNameHaggai Alon
 Comapany NameSMX (Security Matters) Public Ltd Co
 March 29, 2023 Page 2
 FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
March 29, 2023
Page 2
appropriate risk factor disclosure.
3.Please update your disclosure to reflect the amount that would be available to the
Company under the Standby Equity Purchase agreement based on the current trading price
of the Company’s Ordinary Shares. Further, disclose the amount available to the
Company under the applicable floor price.
Risk Factors, page 17
4.In your risk factor summary, you highlight multiple risks but fail to include related risk
factor disclosure. For example, you note that management has limited experience in
operating a public company in the U.S but fail to include a related risk factor. You also
note that the stock price of your ordinary shares may be volatile but fail to include a
related risk factor. These are non-exhaustive examples. Please update your risk factor
disclosure to accurately reflect the summary.
It is not possible to predict the actual number of shares we will sell under the SEPA . . ., page 30
5.Advise whether there is a risk that the potential depressive effect on your share trading
price due to the substantial number of shares you are registering for resale may also limit
your ability to utilize the Standby Equity Purchase Agreement to enhance your cash
resources.  For example, advise whether a decline in the trading price of your common
shares may affect the ability or rate at which Yorkville sells its shares of your Common
Stock and, as a result, may restrict the amount or timing of additional financing you are
able to obtain pursuant to the Standby Equity Purchase Agreement in light of the
Beneficial Ownership Limitation.
Liquidity and Capital Resources, page 77
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Ordinary
Shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
General
7.Please disclose whether the company is aware of any material adverse trends, events or
transactions that have occurred subsequent to June 30, 2022 that would materially impact
an investor's understanding of your business, financial condition, results of operations and
cash flows. Refer to Item 303 of Regulation S-K.

 FirstName LastNameHaggai Alon
 Comapany NameSMX (Security Matters) Public Ltd Co
 March 29, 2023 Page 3
 FirstName LastName
Haggai Alon
SMX (Security Matters) Public Ltd Co
March 29, 2023
Page 3
            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 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

CORRESP
1
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CORRESP

 VIA EDGAR

January 19, 2023

 Empatan Public Limited
Company

 Mespil Business Centre

Mespil House, Sussex Road

 Dublin 4,
Ireland, D04 T4A6

 Jeff Kauten

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street, NE

 Washington, D.C. 20549

Re:     Empatan Public Limited Company

Amendment No. 5 to Registration Statement on Form F-4

Filed January 12, 2023

 File No. 333-267301

 Dear Mr. Kauten:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Empatan Public Limited Company (the
“Registrant”) hereby requests that the effectiveness of the Registration Statement on Form F-4 (File No. 333-267301) filed by the Registrant on
September 6, 2022 as amended by Amendment No. 1 filed on October 28, 2022, Amendment No. 2 filed on October 31, 2022, Amendment No. 3 filed on November 29, 2022, Amendment No. 4 filed on December 28,
2022, and Amendment No. 5 filed on January 12, 2023 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 12:00 p.m., Eastern time, on
January 19, 2023, or as soon as reasonably practicable thereafter.

 The Registrant hereby acknowledges the following:

1. should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 2. the action of the Commission or the staff of the Commission, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. the Registrant may not assert the comments of the staff of the Commission and the declaration of effectiveness of the Registration Statement as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act and the
Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

 If
you have any questions, please feel free to contact Joshua M. Samek, Esq. of DLA Piper LLP (US), counsel to Lionheart III Corp, at (305) 423-8500 or via email at Joshua.Samek@us.dlapiper.com. In addition,
please notify Mr. Samek when this request for acceleration has been granted.

 [Remainder of Page Intentionally Left Blank]

Very truly yours,

Empatan Public Limited Company

By:

 /s/ Haggai Alon

Name: Haggai Alon

Title: Director, Principal Executive Officer

 cc:     Joshua Samek

DLA Piper LLP (US)

CORRESP
1
filename1.htm

CORRESP

 Empatan Public Limited Company

Mespil Busines Centre

Mespil House, Sussex Road

Dublin 4, Ireland

 December 27, 2022

By EDGAR

 Securities and Exchange Commission
Division of Corporation Finance

100 F. Street, N.E.

 Washington, DC 20549

Attention:    Ryan Rohn

    Stephen Krikorian

    Patrick Faller

    Jeff Kauten

Re:
 Empatan Public Limited Company

Registration Statement on Form F-4

Filed November 29, 2022

File No. 333-267301

Ladies and Gentlemen:

 This letter sets forth
responses of Empatan Public Limited Company (the “Company”) to the comments from the staff of the Securities and Exchange Commission (the “Staff”) received by letter dated December 16, 2022 relating to the
Registration Statement on Form F-4 (File No. 333-267301) (the “Registration Statement”). The Company has also revised the Registration Statement in
response to the Staff’s comments and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 4”).

 For convenience, we have set forth below, in italicized, bold type, the enumerated written comments
provided in the Staff’s letter to the Company dated December 16, 2022. The response of the Company to each comment is set forth immediately following the comment. Please note that all references to page numbers in our responses refer to
the page numbers of Amendment No. 4. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 4.

Amendment No. 3 Registration Statement on Form F-4 Filed November 29,
2022

 Security Matters Limited

 Consolidated
Financial Statements, page F-50

1.
 Your disclosure on page F-50 states you are listed on the
Australian Stock Exchange. Tell us your reporting obligations as a part of being listed on this Exchange. If applicable, please include the more current financial statements in your filing. Refer to Item 8.A.5 of Form
20-F.

 Company Response: The Staff’s comment is noted. We respectfully advise the Staff of SMX’s
reporting obligations, as part of being listed on the Australian Stock Exchange, are as follows:

•

 File a preliminary final annual report by February 28

•

 File an annual report by March 31

•

 File a half year report for the six months ended June 30, by August 31

•

 File Appendix 4C – Unaudited quarterly management cashflow report, by the end of the following month after
each quarterly period

 Additionally, we advise the Staff that SMX’s current financial statements reported to the
Australian Stock Exchange are the interim consolidated financial statements for the period ended June 30, 2022, which are included in Amendment No. 4. Since these financial statements are the latest financial statements available for SMX
and cover the first six months of the financial year, we respectfully advise the Staff that such financial statements comply with the requirements of Item 8.A.5 of Form 20-F.

Notes to Consolidated Financial Statements

 Intangible
assets

 Note 2 - Significant Accounting Policies, page F-69

2.
 We have reviewed your expanded disclosures in response to prior comment 12. Your expanded
disclosures state, “expenditures on internally developed products are mainly employee salaries and legal fees for filing of patents.” Further, your disclosure indicates that your capitalized development activities focus on three disclosed
activities. Your disclosure in Note 4 on page F-51 also discloses various items in your intangible assets balance. Please expand your reconciliation table in Note 7 on page
F-76 to distinguish between the classes of intangible assets included in the balance. Refer to IAS 38.118. In addition, we repeat our prior comment to consider revising your Critical Accounting Policies and
Estimates disclosures on page 254 to address the subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change.

Company Response: The Staff’s comment is noted. We respectfully advise the Staff that the intangible asset as of December 31,
2021, consists solely of one class of intangible asset which is capitalized costs of internally developed intangible asset, while intangible assets as of June 30, 2022, consist of two classes which are:

1.
 Capitalization of cost of internally developed intangible asset, and

2.
 Exclusive license acquired in 2022.

The sole class of asset which consists of the capitalization costs of internally developed intangible asset that existed in 2021 is comprised
of salaries and legal fees and is based on the three disclosed activities. Neither the legal fees, the salaries nor each of the three disclosed activities, which represent the life cycle of the development process, constitutes a separate class of
asset.

 Pursuant to the Staff’s request, the Company has revised the disclosure on pages 252-255,
F-51 and F-76 of Amendment No. 4 to reflect the Staff’s comment.

*    *     *

 2

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact Joshua M. Samek, Esq. of DLA Piper LLP (US), counsel to Lionheart III Corp, at (305)-702-8880.

 Very
truly yours,

 Haggai Alon, Chief Executive Officer

cc:
 Joshua M. Samek, Esq.

 DLA Piper LLP (US)

 3

United States securities and exchange commission logo
December 16, 2022
Haggai Alon
Chief Executive Officer
Empatan Public Limited Company
Mespil Business Centre
Mespil House, Sussex Road
Dublin 4, Ireland
Re:Empatan Public Limited Company
Amendment No. 3 to Registration Statement on Form F-4
Filed November 29, 2022
File No. 333-267301
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 November 17, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-4 Filed November 29, 2022
Security Matters Limited
Consolidated Financial Statements, page F-50
1.Your disclosure on page F-50 states you are listed on the Australian Stock Exchange. Tell
us your reporting obligations as a part of being listed on this Exchange. If applicable,
please include the more current financial statements in your filing. Refer to Item 8.A.5 of
Form 20-F.

 FirstName LastNameHaggai Alon
 Comapany NameEmpatan Public Limited Company
 December 16, 2022 Page 2
 FirstName LastName
Haggai Alon
Empatan Public Limited Company
December 16, 2022
Page 2
Notes to Consolidated Financial Statements
Intangible assets
Note 2 - Significant Accounting Policies, page F-69
2.We have reviewed your expanded disclosures in response to prior comment 12. Your
expanded disclosures state, "expenditures on internally developed products are mainly
employee salaries and legal fees for filing of patents." Further, your disclosure indicates
that your capitalized development activities focus on three disclosed activities. Your
disclosure in Note 4 on page F-51 also discloses various items in your intangible assets
balance. Please expand your reconciliation table in Note 7 on page F-76 to distinguish
between the classes of intangible assets included in the balance. Refer to IAS 38.118. In
addition, we repeat our prior comment to consider revising your Critical Accounting
Policies and Estimates disclosures on page 254 to address the subjectivity and judgment
necessary to account for highly uncertain matters or the susceptibility of such matters to
change.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Julie Rizzo

CORRESP
1
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SEC Response Letter

 Empatan Public Limited Company

Mespil Business Centre

Mespil House, Sussex Road

Dublin 4, Ireland

 November 29, 2022

 By EDGAR

   Securities and Exchange Commission

  Division of Corporation Finance

   100 F.
Street, N.E.

   Washington, DC 20549

  Attention:    Ryan Rohn,

      Stephen Krikorian

      Patrick Faller

      Jeff Kauten

 Re:         Empatan Public Limited Company

     Registration Statement on Form F-4

     Filed October 31, 2022

     File No. 333-267301

Ladies and Gentlemen:

 This letter sets forth
responses of Empatan Public Limited Company (the “Company”) to the comments from the staff of the Securities and Exchange Commission (the “Staff”) received by letter dated November 17, 2022 relating to the
Registration Statement on Form F-4 (File No. 333-267301) (the “Registration Statement”). The Company has also revised the Registration Statement in
response to the Staff’s comments and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 3”).

 For convenience, we have set forth below, in italicized, bold type, the enumerated written comments
provided in the Staff’s letter to the Company dated November 17, 2022. The response of the Company to each comment is set forth immediately following the comment. Please note that all references to page numbers in our responses refer to
the page numbers of Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 3.

Amendment No. 2 Registration Statement on Form F-4 Filed October 31, 2022

 Questions and Answers About the Business Combination and the Special Meeting

What Equity Stake Will Current Stockholders, the Initial Stockholders. . ., page 8

1.
 We note your response to prior comment 7 and the disclosure on page 10 stating that your Sponsor
and its affiliates will hold 10.15%, 11.15%, 13.90% and 14.86% of the Post-Combination Company depending on the redemption scenario. We note that these are the same percentages for the

redemption scenarios disclosed on page 35 for the initial stockholders including shares held by the underwriters and excluding the impact of any public warrants. Please confirm that the
disclosure on page 10 only includes the potential ownership of shares by the Sponsor and its affiliates. Revise as applicable and specify that the calculations assume exercise and conversion of all securities.

Company Response: The Staff’s comment is noted. We respectfully advise the Staff that the numbers noted above include the potential
ownership of the Sponsor and its affiliates and the underwriters, and did not assume exercise and conversion of all securities. Pursuant to the Staff’s request, the Company has revised the disclosure on page 10 of Amendment No. 3 to
reflect the Staff’s comment.

 Questions and Answers About the Business Combination and the Special Meeting

Do any of the Company’s Officers or Directors have Interests in the Business Combination ..., page 16

2.
 We note your response to prior comment 9. Please disclose in your list of interests that at the
time of your business combination certain of your independent directors will be granted restricted stock units in the post-combination company.

Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on
page 18 of Amendment No. 3 to reflect the Staff’s comment.

3.
 We note your response to prior comment 8. Your disclosure says that the “Sponsor and our
directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests” before listing such interests. We also note that you define “our” on your cover
page to refer to Lionheart. Please revise to explain why you include Amir Bader, Haggai Alon, Pauline Khoo, and Zeren Browne as having interests that belong to the Sponsor and the Company’s (i.e. Lionheart’s) directors and officers in the
business combination and which may conflict with shareholders’ consideration of your proposals.

Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on
pages 16, 29 and 129 of Amendment No. 3 to clarify the disclosure and reflect the Staff’s comment.

 Questions and Answers About the
Business Combination and the Special Meeting

 What are the material U.S. federal income tax consequences of exercising my redemption rights?, page
21

4.
 We note your response to prior comment 2. Please clarify, if true, that the Excise Tax will only
be imposed on the corporate entity that repurchases such shares and not the shareholders who exercise their redemption rights and whose shares are repurchased. In light of the caption to this question that
suggests there are consequences to a holder exercising their redemption rights, please also state that no funds from the Trust Account or interest earned thereon will be used to pay the Excise Tax, as you disclose on page 82.

 Company Response: The Staff’s comment is noted. We respectfully advise the Staff that the Excise Tax
will only be imposed on the corporate entity that repurchases such shares and not the shareholders who exercise their redemption rights and whose shares are repurchased. Lionheart’s governing documents permit the use of interest earned on the
assets in the Trust Account for the payment of taxes. We expect Lionheart to use such interest to pay the Excise Tax. Pursuant to the Staff’s request, the Company has revised the disclosure on page 21 of Amendment No. 3 to reflect the
Staff’s comment.

 2

November 29, 2022

 Fairness Opinion of Scura Partners, page 117

5.
 We note your response to prior comment 22 and reissue the comment. Your response should address
how the Lionheart board evaluated Scura Partners’ assumption that the transaction will be a “tax free reorganization” in light of your disclosure on page 20 that “there is substantial uncertainty as to whether the requirements
for a ‘reorganization’ [under Section 368(a) of the Code] can be satisfied” and that counsel will opine only that the Business Combination will qualify as a transaction described in
Section 351(a) of the Code. If you are unable to reconcile the assumption with the facts presented, tell us your basis for relying on this opinion if there is substantial uncertainty about one of its
assumptions.

 Company Response: The Staff’s comment is noted. We respectfully advise the Staff
that the Lionheart Board was advised that there are two possible paths to a tax-deferred exchange, the first under Section 368(a) of the Code and the other under Section 351 of the Code. Counsel to
the Lionheart Board advised that there is uncertainty about the ability to satisfy the requirements of Section 368(a), though it was possible that the requirements could be met. Counsel also advised, however, that the requirements for
qualifying under Section 351 would be satisfied on the same steps, so even if the requirements of Section 368(a) are not satisfied, the transaction would qualify as tax-deferred under
Section 351 of the Code. As a result, the Lionheart Board proceeded on the basis of this advice with the assumption that the Business Combination would be tax-deferred either under both Sections 368(a)
and 351 or only under Section 351.

6.
 We note your response to prior comment 24 and revisions that remove references to SMX. Item
1015(b)(4) of Regulation M-A requires disclosure about any material relationships or compensation between the outside party providing the report, opinion or appraisal and the subject company (i.e. SMX). Please
revise accordingly.

 Company Response: The Staff’s comment is noted. Pursuant to the
Staff’s request, the Company has revised the disclosure on page 125 of Amendment No. 3 to reflect the Staff’s comment.

7.
 We note your response to prior comment 26. Your response states that Scura Partners received
certain financial projections of SMX and “did consider such information (along with a range of other data and factors) in creating the financial model that served as a portion of its analysis set forth in the Registration Statement and the
opinion it rendered to the Lionheart Board.” Item 1015(b)(6) of Regulation M-A requires the disclosure of the “bases for and methods” used by your financial advisor to arrive at its findings and
recommendation. Please disclose any financial projections provided by Lionheart or SMX and used by Scura Partners.

Company Response: The Staff’s comment is noted. We respectfully advise the Staff that Scura Partners did not receive any financial
projections of SMX. As we noted in our response to prior comment 26, Scura Partners received and reviewed “certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of SMX furnished to Scura
Partners by the Company.” This internal information did not contain financial projections. This information was received and reviewed by Scura Partners for purposes of developing a comprehensive understanding regarding SMX so that Scura
Partners could prepare its own financial projections of SMX for review by the Lionheart Board.

 3

November 29, 2022

8.
 We note your response to prior comment 23 and reissue the comment. Please add the requested
cautionary language to the company’s disclosure in the registration statement as the opinion states the financial advisor’s belief that the transaction is fair to the SPAC (i.e., all shareholders as a group) rather than opining on the
fairness to shareholders unaffiliated with the sponsor or its affiliates.

 Company Response: The
Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 12, 33, 34, 63 and 119 of Amendment No. 3 to reflect the Staff’s comment.

Submission of Business Combination to a Stockholder Vote, page 193

9.
 We note your response to prior comment 28. Your disclosure on page 193 continues to refer to the
shares held by Nomura in calculating the number of shares that may be needed to be voted in favor of the Business Combination for its approval while your similar disclosures elsewhere refer to the underwriters. Further, as previously noted, your
disclosure about the number of votes by holders of your public shares needed to approve the business combination is not consistent. In that regard, you state on pages 15 and 40 that you only need 35.6% of public shares assuming all outstanding
shares are voted or 3.44% of public shares assuming only the minimum number of shares representing a quorum are voted, but on page 193 state that 23.5% and 0% of public shares are needed in these scenarios, respectively. Please advise or
revise.

 Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request,
the Company has reconciled the disclosure on pages 15, 40, 106 and 194 of Amendment No. 3 to reflect the correct number of votes and applicable percentages.

Research and Development, page 224

10.
 We note your response to prior comment 32 and revised disclosure indicating that SMX has agreed to
provide shareholder loans to Yahaloma. For each loan with a related party, please provide the information required by Item 7.B. of Form 20-F. Disclose as of the most recent practicable date whether SMX has
made any loans to Yahaloma for staff costs and the terms of repayment. Clarify the milestones upon which SMX’s loan of USD 350,000 is payable to Yahaloma and whether there is any interest due on the repayment.

 Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has
revised the disclosure on page 227 of Amendment No. 3 to reflect the Staff’s comment.

 Notes to the Unaudited Interim Condensed
Consolidated Financial Statements, page F-48

11.
 Please disclose the reimbursement from paid pilots and proof of concept projects as of
June 30, 2022 similar to your disclosure as of December 31, 2022.

Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on page F-51 of Amendment No. 3 to reflect the Staff’s comment.

 Notes to Consolidated Financial
Statements

 Note 2 - Significant Accounting Policies

Intangible Assets, page F-67

12.
 We have reviewed your response to prior comment 36. We note your current intangible assets
disclosure identifies in general terms the five points in IAS 38.57. In consideration that you have not generated any revenue through June 30, 2022, expand your disclosure to discuss each of these
points

 4

November 29, 2022

as it relates specifically to your business. Further disclose the types of development activities that you are currently capitalizing. Refer to IAS 38.59. Further expand your disclosure to
explain specifically as it relates to your business the circumstances that would allow you to begin amortization of development costs. In this regard, clarify when you anticipate the assets will be available for use, or when they will be in the
location and condition necessary to be capable of operating in the manner intended by management. Refer to IAS 38.97. Please consider revising your Critical Accounting Policies and Estimates disclosures on page 253 to address the subjectivity and
judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change.

Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages F-69 through F-73 of Amendment No. 3 to reflect the Staff’s comment.

*        *         *

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
Robert S. Matlin at (212) 536-4066 of K&L Gates LLP.

 Very truly yours,

Haggai Alon, Chief Executive Officer

cc:

Robert S. Matlin

 5

November 29, 2022

United States securities and exchange commission logo
November 17, 2022
Haggai Alon
Chief Executive Officer
Empatan Public Limited Company
Mespil Business Centre
Mespil House, Sussex Road
Dublin 4, Ireland
Re:Empatan Public Limited Company
Amendment No. 2 to Registration Statement on Form F-1
Filed October 31, 2022
File No. 333-267301
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 October 4, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1 Filed October 31, 2022
What Equity Stake Will Current Stockholders, the Initial Stockholders. . ., page 8
1.We note your response to prior comment 7 and the disclosure on page 10 stating that
your Sponsor and its affiliates will hold 10.15%, 11.15%, 13.90% and 14.86% of the Post-
Combination Company depending on the redemption scenario.  We note that these are the
same percentages for the redemption scenarios disclosed on page 35 for the initial
stockholders including shares held by the underwriters and excluding the impact of any
public warrants.  Please confirm that the disclosure on page 10 only includes the potential
ownership of shares by the Sponsor and its affiliates.  Revise as applicable and specify
that the calculations assume exercise and conversion of all securities.

 FirstName LastNameHaggai Alon
 Comapany NameEmpatan Public Limited Company
 November 17, 2022 Page 2
 FirstName LastNameHaggai Alon
Empatan Public Limited Company
November 17, 2022
Page 2
Q: Do any of the Company's Officers or Directors have Interests in the Business Combination . .
., page 16
2.We note your response to prior comment 9.  Please disclose in your list of interests that at
the time of your business combination certain of your independent directors will be
granted restricted stock units in the post-combination company.
3.We note your response to prior comment 8.  Your disclosure says that the "Sponsor and
our directors and officers have interests in the Business Combination that are different
from or in addition to (and which may conflict with) your interests" before listing
such interests.  We also note that you define "our" on your cover page to refer to
Lionheart.  Please revise to explain why you include Amir Bader, Haggai Alon, Pauline
Khoo, and Zeren Browne as having interests that belong to the Sponsor and the
Company's (i.e. Lionheart's) directors and officers in the business combination and which
may conflict with shareholders' consideration of your proposals.
Q: What are the material U.S. federal income tax consequences of exercising my redemption
rights?, page 21
4.We note your response to prior comment 2.  Please clarify, if true, that the Excise Tax will
only be imposed on the corporate entity that repurchases such shares and not the
shareholders who exercise their redemption rights and whose shares are repurchased.  In
light of the caption to this question that suggests there are consequences to a holder
exercising their redemption rights, please also state that no funds from the Trust Account
or interest earned thereon will be used to pay the Excise Tax, as you disclose on page 82.
Fairness Opinion of Scura Partners, page 117
5.We note your response to prior comment 22 and reissue the comment.  Your response
should address how the Lionheart board evaluated Scura Partners' assumption that the
transaction will be a "tax free reorganization" in light of your disclosure on page 20 that
"there is substantial uncertainty as to whether the requirements for a 'reorganization'
[under Section 368(a) of the Code] can be satisfied" and that counsel will opine only that
the Business Combination will qualify as a transaction described in Section 351(a) of the
Code.  If you are unable to reconcile the assumption with the facts presented, tell us your
basis for relying on this opinion if there is substantial uncertainty about one of its
assumptions.
6.We note your response to prior comment 24 and revisions that remove references to
SMX.  Item 1015(b)(4) of Regulation M-A requires disclosure about any material
relationships or compensation between the outside party providing the report, opinion or
appraisal and the subject company (i.e. SMX).  Please revise accordingly.
7.We note your response to prior comment 26.  Your response states that Scura Partners
received certain financial projections of SMX and “did consider such information (along
with a range of other data and factors) in creating the financial model that served as a

 FirstName LastNameHaggai Alon
 Comapany NameEmpatan Public Limited Company
 November 17, 2022 Page 3
 FirstName LastName
Haggai Alon
Empatan Public Limited Company
November 17, 2022
Page 3
portion of its analysis set forth in the Registration Statement and the opinion it rendered to
the Lionheart Board.”  Item 1015(b)(6) of Regulation M-A requires the disclosure of the
“bases for and methods” used by your financial advisor to arrive at its findings and
recommendation.  Please disclose any financial projections provided by Lionheart or
SMX and used by Scura Partners.
8.We note your response to prior comment 23 and reissue the comment.  Please add the
requested cautionary language to the company's disclosure in the registration statement as
the opinion states the financial advisor’s belief that the transaction is fair to the SPAC
(i.e., all shareholders as a group) rather than opining on the fairness to shareholders
unaffiliated with the sponsor or its affiliates.
Submission of Business Combination to a Stockholder Vote, page 193
9.We note your response to prior comment 28.  Your disclosure on page 193 continues to
refer to the shares held by Nomura in calculating the number of shares that may be needed
to be voted in favor of the Business Combination for its approval while your similar
disclosures elsewhere refer to the underwriters.  Further, as previously noted, your
disclosure about the number of votes by holders of your public shares needed to approve
the business combination is not consistent.  In that regard, you state on pages 15 and 40
that you only need 35.6% of public shares assuming all outstanding shares are voted or
3.44% of public shares assuming only the minimum number of shares representing a
quorum are voted, but on page 193 state that 23.5% and 0% of public shares are needed in
these scenarios, respectively.  Please advise or revise.
Research and Development, page 224
10.We note your response to prior comment 32 and revised disclosure indicating that SMX
has agreed to provide shareholder loans to Yahaloma.  For each loan with a related party,
please provide the information required by Item 7.B. of Form 20-F.  Disclose as of the
most recent practicable date whether SMX has made any loans to Yahaloma for staff costs
and the terms of repayment.  Clarify the milestones upon which SMX's loan of USD
350,000 is payable to Yahaloma and whether there is any interest due on the repayment.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements, page F-48
11.Please disclose the reimbursement from paid pilots and proof of concept projects as of
June 30, 2022 similar to your disclosure as of December 31, 2021.

 FirstName LastNameHaggai Alon
 Comapany NameEmpatan Public Limited Company
 November 17, 2022 Page 4
 FirstName LastName
Haggai Alon
Empatan Public Limited Company
November 17, 2022
Page 4
Notes to Consolidated Financial Statements
Note 2 - Significant Accounting Policies
Intangible Assets, page F-67
12.We have reviewed your response to prior comment 36. We note your current intangible
assets disclosure identifies in general terms the five points in IAS 38.57. In consideration
that you have not generated any revenue through June 30, 2022, expand your disclosure to
discuss each of these points as it relates specifically to your business. Further disclose the
types of development activities that you are currently capitalizing. Refer to IAS 38.59.
Further expand your disclosure to explain specifically as it relates to your business the
circumstances that would allow you to begin amortization of development costs. In this
regard, clarify when you anticipate the assets will be available for use, or when they will
be in the location and condition necessary to be capable of operating in the manner
intended by management. Refer to IAS 38.97.  Please consider revising your Critical
Accounting Policies and Estimates disclosures on page 253 to address the subjectivity and
judgment necessary to account for highly uncertain matters or the susceptibility of such
matters to change.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Julie Rizzo

CORRESP
1
filename1.htm

CORRESP

 Empatan Public Limited Company

Mespil Busines Centre

Mespil House, Sussex Road

Dublin 4, Ireland

 October 28, 2022

 By EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, DC 20549

Attention:
 Ryan Rohn

 Stephen Krikorian

 Patrick Faller

 Jeff Kauten

Re:
 Empatan Public Limited Company

 Registration Statement on Form F-4

 Filed September 6, 2022

 File No. 333-267301

Ladies and Gentlemen:

 This letter sets forth
responses of Empatan Public Limited Company (the “Company”) to the comments from the staff of the Securities and Exchange Commission (the “Staff”) received by letter dated October 4, 2022 relating to the
Registration Statement on Form F-4 (File No. 333-267301) (the “Registration Statement”). The Company has also revised the Registration Statement in
response to the Staff’s comments and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 1”).

 For convenience, we have set forth below, in italicized, bold type, the enumerated written comments
provided in the Staff’s letter to the Company dated October 4, 2022. The response of the Company to each comment is set forth immediately following the comment. Please note that all references to page numbers in our responses refer to the
page numbers of Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 1.

Registration Statement on Form F-4 Filed September 6, 2022

General

1.
 Please tell us whether the “Independent Expert’s Report” is a report, opinion or
appraisal materially relating to the transaction to be received from an outside party and, if so, revise to summarize the analyses and provide disclosure consistent with Item 4(b) of Form F-4 and Item 1015 of
Regulation M-A.

 Company Response: The Staff’s comment
is noted. The Company respectfully advises the Staff that the Company believes that the “Independent Expert’s Report” is not a report, opinion or appraisal materially relating to the transaction to be received from an outside party.
While the issuance of an

independent expert’s report concluding that the Capital Reduction and Scheme are in the best interests of SMX shareholders is a closing condition to the Business Combination, the report is
being procured solely to satisfy certain legal requirements applicable to a scheme of arrangement under Part 5.1 of the Corporations Act and capital reduction under Australian law. Neither the Company nor Lionheart believes that the report would be
material or useful to Lionheart’s stockholders in considering whether to vote to approve the Business Combination because the report had not been prepared or delivered at the time the Lionheart Board decided to enter into the Business
Combination Agreement. To the contrary, the Lionheart Board obtained the opinion of Scura Partners before deciding to enter into the Business Combination Agreement and the Company has included the Scura Partners opinion as an exhibit to the
Registration Statement.

2.
 You state on page 20 that if a redemption “were to occur after
December 31, 2022, an excise tax may apply to the Business Combination which may have a material impact on a holder’s economic return.” Please clarify whether the “excise tax” you
refer to was included in the Inflation Reduction Act of 2022. Expand your risk factor disclosure to further discuss the material consequences and possible impacts as a result of such excise tax and advise whether you may be a “covered
corporation” under the Inflation Reduction Act of 2022.

 Company Response: The Staff’s
comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 20 and 82 of Amendment No. 1 to reflect the Staff’s comment.

3.
 With a view towards revised disclosure, please advise whether the ratio at which shares of
Class B common stock will convert into shares of Class A common stock in connection with the closing of the initial business combination is subject to
adjustment. If the sponsor will receive additional securities pursuant to an anti-dilution adjustment based on any additional financing activities, please quantify the number and value of securities the sponsor will receive. In addition, disclose
the ownership percentages in the company before and after any such additional financing to highlight dilution to public stockholders.

Company Response: The Staff’s comment is noted. The Company respectfully advises the Staff that the ratio at which shares of
Class B common stock will convert into shares of Class A common stock in connection with the closing of the initial business combination is not subject to adjustment. Additionally, the Sponsor is currently not expected to receive
additional securities pursuant to any anti-dilution adjustment based on any additional financing activities. The Company will revise its disclosure as the Staff requests if there are any changes in connection with the potential PIPE financing noted
in question 13 or any other additional financing activities. The Company does note that initially the ratio at which shares of Class B common stock would convert into shares of Class A common stock in connection with the closing of the
initial business combination was subject to adjustment and anti-dilution protection as described in the SPAC’s Form S-1 (File No. 333-254479), initially filed
with the SEC on March 19, 2021. However, in connection with the signing of the Business Combination Agreement on July 26, 2022, the Sponsor, members of the SPAC board and management team waived all of their adjustment rights. Pursuant to
the Staff’s request, we have revised the disclosure on the cover page of Amendment No. 1 to reflect that the ratio at which shares of Class B common stock will convert into shares of Class A common stock in connection with the
closing of the initial business combination is not subject to adjustment. Pursuant to the Staff’s request we have updated the disclosure on the cover and pages F-18 and F-37 of Amendment No. 1 to reflect the Staff’s comment.

4.
 Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.

 Company
Response: The Staff’s comment is noted. Pursuant to the Staff’s request we have updated the disclosure on pages 18, 31, and 130 of Amendment No. 1 to reflect the Staff’s Comment.

 2

October 28, 2022

5.
 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has
substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you
may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Company Response: The Staff’s comment is noted. We respectfully advise the Staff that the Company’s Sponsor, Lionheart
Equities, LLC (the “Sponsor”), is a Delaware limited liability company, which is not controlled by and does not have substantial ties to, any non-U.S. person. Ophir Sternberg, the Company’s
Chief Executive Officer and Chairman, a U.S. citizen, is the sole managing member of the Sponsor. Neither Mr. Sternberg nor, to the best of the Company’s knowledge, any other member of the Sponsor is controlled by, or has any substantial
ties to, any non-U.S. person. The Company respectfully advises the Staff that the Security Matters Limited (“SMX”) is an Israeli company listed on the Australian Stock Exchange. It does not have any
jurisdictional connection to the U.S. and as such does not believe that SMX is a U.S. business subject to potential CFIUS review jurisdiction. Pursuant to the Staff’s request we have updated the disclosure on page 61 of Amendment
No. 1 to reflect the Staff’s comment.

 Frequently Used Terms, page 1

6.
 Please clarify why you refer to the Australian Accounting Standards and any authoritative
interpretation issued by the Australian Accounting Standards Board under your definition of “Accounting Standards.” In this regard, we note the historical financial statements of Lionheart were prepared in accordance with U.S. GAAP and the
historical financial statements of SMX were prepared in accordance with International Financial Reporting Standards.

The Staff’s comment is noted. The defined term “Accounting Standards” has been removed. Pursuant to the Staff’s request we
have updated the disclosure on page 1 of Amendment No. 1 to reflect the Staff’s comment.

 Questions and Answers About the Business
Combination and the Special Meeting

 What Equity Stake Will Current Stockholders, the Initial Stockholders, and the Company Public Stockholders
Hold. . ., page 8

7.
 Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities. Provide this disclosure at each of the redemption levels described in your “Comparative Per Share Information” disclosure.

Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request we have updated the disclosure on page 10
of Amendment No. 1 to reflect the Staff’s comment.

 3

October 28, 2022

 Q: Do any of the Company’s Officers or Directors have Interests in the Business Combination . . .,
page 16

8.
 In listing the interests of the sponsor and the Company’s officers and directors, you note
that certain individuals will serve as directors of the Post-Combination Company. Please further clarify which of these individuals are currently affiliated with the sponsor or are officers and directors of the Company (i.e. the SPAC) or have other
ties that give rise to a conflict of interest. Further, it appears a different set of individuals and additional conflicts are listed in similar disclosure on page 125. Please reconcile and revise as appropriate.

 Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request we have updated the
disclosure on pages 16, 29 and 128 of Amendment No. 1 to reflect the Staff’s comment.

9.
 We note your disclosure that the sponsor and your directors and officers will lose their entire
investment in you and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by
November 8, 2022. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include
the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.

 Company Response:
The Staff’s comment is noted. The Sponsor and its affiliates provided the risk capital ($4.75 million in total, consisting of 275,000 Units at $10.00 per Unit for $2.75 million and 2 million warrants at $1.00 per warrant for $2
million) to the Company to pay for formation related costs and for general working capital. In return for which, they collectively own 3,400,000 shares of Class B Common Stock of Lionheart (as more fully described in the table “Security
Ownership of Certain Beneficial Owners and Management of Parent” on pages 255 and 256 of Amendment No. 1). These securities have an estimated value of approximately $34.0 million (at a $10 per share price) and would have zero value if
a business combination is not completed. The Sponsor and its affiliates have no other loans, contingent fees, or reimbursement of out-of-pocket expenses, to which they
would receive compensation if a business combination is completed. Other than the above, the only other amount of compensation due at the time of the consummation of the Business Combination will be the granting of restricted stock units of the
Post-Combination Company to certain of the Post-Combination Company’s independent directors (approximate value of $100,000). The Company has revised the disclosure on pages 18, 31 and 130 of Amendment No. 1 to include this additional
detail.

 Q: What are the Material U.S. Federal Income Tax Consequences . . ., page 20

10.
 We note your representation on page 20 that if the business combination qualifies as a
reorganization under either Section 368(a) or 351(a) of the Code then U.S. holders “should not generally recognize gain or loss” for U.S. federal income tax purposes on their shares. Elsewhere
in your registration statement, you advise that a tax opinion will not be provided. Please note that a tax opinion is required where the tax consequences are material to an investor and a representation as to tax consequences is set forth in the
filing. Refer to Item 601(b)(8) of Regulation S-K. To support your conclusions about the tax consequences of the business combination, please have counsel provide an opinion that expresses a conclusion for
each material federal tax consequence, including each consequence set forth in “Certain Material U.S. Federal Income Tax Considerations.” See Staff Legal Bulletin No. 19. If there is
uncertainty regarding the tax treatment of the transactions, counsel may (1) issue a “should” or “more likely than not” opinion to make clear that the opinion is subject to a degree
of uncertainty and (2) explain why it cannot give a firm opinion.

Company Response: The Staff’s comment is noted. Pursuant to the Staff’s request we have revised the disclosure on pages 82,
152 and 153 of Amendment No. 1 to reflect that counsel will provide a “will” opinion. A copy of the tax opinion of DLA Piper LLP (US) will be filed as Exhibit 8.1 in a subsequent amendment to the Registration Statement.

 4

October 28, 2022

 Summary of the Proxy Statement/Prospectus, page 22

11.
 Please revise your registration statement to provide an organizational diagram that depicts the
structure of the Company and SMX (and its subsidiaries) before and after the business combination. Include the jurisdiction of incorporation for each entity in your diagram.

The Staff’s comment is noted. Pursuant to the Staff’s request we have updated the disclosure on page 36 of Amendment No. 1 to
reflect the Staff’s comment.

12.
 It appears that the deferred underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your selected pro forma information.

Company Response: The Staff’s comment is noted. The Company confirms to the Staff that the amount of the deferred underwriting
commission payable to the underwriters of the SPAC’s initial public offering is not required to be adjusted for any shares that are redeemed in connection with the Company’s initial business combination. Pursuant to the Staff’s
request we have updated the disclosure on page 36 of Amendment No. 1 to reflect the

United States securities and exchange commission logo
October 4, 2022
Haggai Alon
Chief Executive Officer
Empatan Public Limited Company
Mespil Business Centre
Mespil House, Sussex Road
Dublin 4, Ireland
Re:Empatan Public Limited Company
Registration Statement on Form F-4
Filed September 6, 2022
File No. 333-267301
Dear Haggai Alon:
            We have reviewed your 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.
Registration Statement on Form F-4 Filed September 6, 2022
General
1.Please tell us whether the "Independent Expert's Report" is a report, opinion or appraisal
materially relating to the transaction to be received from an outside party and, if so, revise
to summarize the analyses and provide disclosure consistent with Item 4(b) of Form F-4
and Item 1015 of Regulation M-A.

2.You state on page 20 that if a redemption "were to occur after December 31, 2022, an
excise tax may apply to the Business Combination which may have a material impact on a
holder’s economic return."  Please clarify whether the "excise tax" you refer to was
included in the Inflation Reduction Act of 2022.  Expand your risk factor disclosure to

 FirstName LastNameHaggai Alon
 Comapany NameEmpatan Public Limited Company
 October 4, 2022 Page 2
 FirstName LastNameHaggai Alon
Empatan Public Limited Company
October 4, 2022
Page 2
further discuss the material consequences and possible impacts as a result of such excise
tax and advise whether you may be a "covered corporation" under the Inflation Reduction
Act of 2022.
3.With a view towards revised disclosure, please advise whether the ratio at which shares of
Class B common stock will convert into shares of Class A common stock in connection
with the closing of the initial business combination is subject to adjustment.  If the
sponsor will receive additional securities pursuant to an anti-dilution adjustment based on
any additional financing activities, please quantify the number and value of securities the
sponsor will receive.  In addition, disclose the ownership percentages in the company
before and after any such additional financing to highlight dilution to public stockholders.

4.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
5.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
Frequently Used Terms, page 1
6.Please clarify why you refer to the Australian Accounting Standards and any authoritative
interpretation issued by the Australian Accounting Standards Board under your definition
of “Accounting Standards.” In this regard, we note the historical financial statements of
Lionheart were prepared in accordance with U.S. GAAP and the historical financial
statements of SMX were prepared in accordance with International Financial Reporting
Standards.
Questions and Answers About the Business Combination and the Special Meeting
What Equity Stake Will Current Stockholders, the Initial Stockholders, and the Company Public
Stockholders Hold. . ., page 8
7.Please disclose the sponsor and its affiliates’ total potential ownership interest in the

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combined company, assuming exercise and conversion of all securities.  Provide this
disclosure at each of the redemption levels described in your "Comparative Per Share
Information" disclosure.
Q: Do any of the Company's Officers or Directors have Interests in the Business Combination . .
., page 16
8.In listing the interests of the sponsor and the Company's officers and directors, you note
that certain individuals will serve as directors of the Post-Combination Company.  Please
further clarify which of these individuals are currently affiliated with the sponsor or are
officers and directors of the Company (i.e. the SPAC) or have other ties that give rise to a
conflict of interest.  Further, it appears a different set of individuals and additional
conflicts are listed in similar disclosure on page 125.  Please reconcile and revise as
appropriate.
9.We note your disclosure that the sponsor and your directors and officers will lose their
entire investment in you and will not be reimbursed for any out-of-pocket expenses if an
initial business combination is not consummated by November 8, 2022.  Please quantify
the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination.  Include the current
value of securities held, loans extended, fees due, and out-of-pocket expenses for which
the sponsor and its affiliates are awaiting reimbursement.  Provide similar disclosure for
the company’s officers and directors, if material.
Q: What are the Material U.S. Federal Income Tax Consequences . . ., page 20
10.We note your representation on page 20 that if the business combination qualifies as a
reorganization under either Section 368(a) or 351(a) of the Code then U.S. holders
"should not generally recognize gain or loss" for U.S. federal income tax purposes on their
shares.  Elsewhere in your registration statement, you advise that a tax opinion will not be
provided.  Please note that a tax opinion is required where the tax consequences are
material to an investor and a representation as to tax consequences is set forth in the
filing.  Refer to Item 601(b)(8) of Regulation S-K.  To support your conclusions about the
tax consequences of the business combination, please have counsel provide an opinion
that expresses a conclusion for each material federal tax consequence, including each
consequence set forth in "Certain Material U.S. Federal Income Tax Considerations."
See Staff Legal Bulletin No. 19.  If there is uncertainty regarding the tax treatment of the
transactions, counsel may (1) issue a "should" or "more likely than not" opinion to make
clear that the opinion is subject to a degree of uncertainty and (2) explain why it cannot
give a firm opinion.

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Summary of the Proxy Statement/Prospectus, page 22
11.Please revise your registration statement to provide an organizational diagram that depicts
the structure of the Company and SMX (and its subsidiaries) before and after the business
combination.  Include the jurisdiction of incorporation for each entity in your diagram.
12.It appears that the deferred underwriting fees remain constant and are not adjusted based
on redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your selected pro forma
information.
Other Agreements Related to the Business Combination Agreement
Lock-up Agreements, page 27
13.Please disclose the exceptions set forth in the lock-up agreements.
PIPE Subscription Agreements, page 28
14.We note you are actively pursuing the entry of subscription agreements with PIPE
investors for an amount up to $25 million in the aggregate.  Revise to highlight any
material differences in the terms and price of securities issued at the time of the IPO as
compared to private placements that are contemplated to be entered into at the time of the
business combination.  Disclose if the SPAC’s sponsors, directors, officers or their
affiliates will participate in the private placement.  If this information is not known at this
time, please clarify whether you intend to circulate a new or amended proxy
statement/prospectus with this information prior to the special meeting or how you will
inform shareholders the amount of PIPE financing that has been subscribed to before the
special meeting to approve the business combination.
Impact of the Business Combination on Parent's Public Float, page 34
15.Please provide tabular disclosure showing all possible sources and the extent of dilution
that shareholders who elect not to redeem their shares may experience in connection with
the business combination.  Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by founders, any convertible securities,
including warrants retained by redeeming shareholders (and those issued to certain
investors in August and September 2022, which you disclose are redeemable at the
closing of the business combination against 50% of the amount lent), at each of the
redemption levels detailed in your selected pro forma information, including any needed
assumptions.
Risk Factors, page 49
16.To the extent material, disclose any new or heightened risk of potential cyberattacks by
state actors or others since Russia’s invasion of Ukraine, and whether you have taken any
actions to mitigate such potential risks.

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Our operations in foreign jurisdictions will subject us to risks associated with operating in those
jurisdictions. . ., page 89
17.We note your disclosure that "[p]rior to the Russian-Ukrainian dispute some of our R&D
activity was based in the Ukraine and we had commenced business activities related to the
countries in dispute and their surroundings, all of which were affected by the dispute."
Please clarify the extent of SMX's business activities with the "countries in dispute and
their surroundings" and specify the countries.  Elaborate on how SMX's R&D and
business activities were affected and disclose if it had to end its R&D activity in Ukraine
or how it was otherwise impacted.  For example, disclose whether SMX needed to move
its R&D activities to another jurisdiction and whether this may delay its development or
generate additional costs or otherwise have a material adverse effect on SMX's business.
In addition, please also consider any impact:
•resulting from sanctions, limitations on obtaining relevant government approvals,
currency exchange limitations, or export or capital controls, including the impact of
any risks that may impede SMX's ability to sell assets located in Russia, Belarus, or
Ukraine, including due to sanctions affecting potential purchasers;
•resulting from the reaction of SMX's investors, employees, customers, and/or other
stakeholders to any action or inaction arising from or relating to the invasion,
including the payment of taxes to the Russian Federation; and
•that may result if Russia or another government nationalizes SMX's assets or
operations in Russia, Belarus, or Ukraine.
If the impact is not material, please explain why.
Purchases of Shares, page 106
18.We note your disclosure that the sponsor, underwriters, SMX and/or their respective
affiliates may purchase shares in privately negotiated transaction, including from
shareholders who would have otherwise elected to redeem their shares in advance of the
stockholder vote, in addition to your disclosure of "Open Market Purchases."  With a view
towards revised disclosure, please tell us how such purchases are consistent with the
requirements of Rule 14e-5 under the Exchange Act.  Refer to Tender Offer Rules and
Schedules Compliance and Disclosure Interpretation Question 166.01 for guidance.
The Business Combination
The Background of the Business Combination, page 108
19.Please expand the description of the transaction timeline to include any relevant disclosure
to address:
•whether the sponsor and management and affiliates have a track record with SPACs
and, if so, balanced disclosure about this record and the outcomes of the prior
transactions;
•whether the sponsor has other SPACs in the process of searching for a target
company and whether the sponsor considered more than one active SPAC to be the

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potential acquirer and how the final decision was reached;
•whether there have been any valuations or other material information about
Lionheart, SMX, or the business combination provided to potential PIPE investors
that have not been disclosed publicly;
•the negotiation of any arrangements whereby any shareholder agreed to waive its
redemption rights;
•any discussions involving continuing employment or involvement for any persons
affiliated with Lionheart before the merger, any formal or informal commitment to
retain any financial advisors after the merger, and any pre-existing relationships
between Lionheart (or individuals affiliated with Lionheart) and additional investors.

20.We note your disclosure that the "parties subsequently decided not to include the non-
redemption incentives in the definitive transaction agreements and to address any
potential non-redemption incentives at a future date."  Please disclose how you will
inform shareholders of any non-redemption incentives prior to the special meeting.
Fairness Opinion of Scura Partners, page 114
21.You disclose on page 121 that Scura Partners expects to deliver a "bringdown" Fairness
Opinion in connection with closing.  Please reconcile your disclosure of the "bringdown"
opinion with your risk factor disclosure on page 60 suggesting that the Lionheart
board will not ask the financial advisor to update its opinion prior to closing.
22.We note your disclosure that "Scura Partners assumed, with Lionheart’s consent, that the
transaction contemplated by the SID and BCA will qualify as a tax free reorganization for
income tax purposes in the United States, Australia, and Ireland."  With a view towards
revised disclosure, please tell us how the Lionheart board evaluated this assumption and
the conclusions of the fairness opinion in light of your disclosure on page 79 and
elsewhere that there is uncertainty regarding the tax treatment of the business
combination.
23.Please add cautionary language that the fairness opinion addresses fairness to all
shareholders as a group as opposed