SMX (Security Matters) Public Ltd Co — Capital/Financing Update 2023

Jun 13, 2023

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 |

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