[SCHEDULE 13G] SMX (Security Matters) Public Limited Company Warrant SEC Filing

Rhea-AI Filing Summary

DT Cloud Star Acquisition Corp. (Nasdaq: DTSQU) filed an 8-K reporting the termination of a previously issued unsecured working-capital promissory note. The note, dated 28 Oct 2024, allowed borrowings up to $300,000 from its sponsor, DT Cloud Star Management Ltd., carried no interest, and was payable at the close of an initial business combination. On 29 Jul 2025 the company and sponsor executed a Letter Agreement that cancels the note; management confirms the outstanding balance was nil.

No other material agreements, financial statements, or quantitative updates were disclosed. Exhibit 10.1 contains the Letter Agreement; Exhibit 104 provides the Inline XBRL cover data.

Insights

SPAC Financial Analyst

TL;DR: Neutral; note termination removes an unused $300k credit line, leaving leverage unchanged.

The 8-K simply cancels a sponsor-backed working-capital note that was never drawn. Because the balance was zero, cash, trust proceeds, and diluted share count are unaffected. The filing does not alter the SPAC’s timeline, trust redemption value, or merger prospects, so investor economics remain intact. I view the disclosure as routine housekeeping.
Impact rating: 0 (neutral)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SMX (Security Matters) Public Ltd Co

(Name of Issuer)

Ordinary Shares, $0.000000000000041 par value per share

(Title of Class of Securities)

G8267K166

(CUSIP Number)

07/07/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G8267K166

1

Names of Reporting Persons

Abri Advisors Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 300,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 300,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.34 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: 1) Abri Advisors is beneficially owned and controlled by Jeffrey Tirman and, in such capacity, exercises the sole voting and investment power over the Ordinary Shares of the Company held by Abri Advisors. 2) Based on an aggregate of 4,087,043 Ordinary Shares issued and outstanding as of July 23, 2025.

SCHEDULE 13G

CUSIP No. G8267K166

1

Names of Reporting Persons

Jeffrey Tirman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 300,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 300,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.34 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Abri Advisors is beneficially owned and controlled by Jeffrey Tirman and, in such capacity, exercises the sole voting and investment power over the Ordinary Shares of the Company held by Abri Advisors. (2) Based on an aggregate of 4,087,043 Ordinary Shares issued and outstanding as of July 23, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SMX (Security Matters) Public Ltd Co
(b)	Address of issuer's principal executive offices: Mespil Business Centre, Mespil House Sussex Road Dublin 4 L2 00000
Item 2.
(a)	Name of person filing: This Schedule 13G is being jointly filed by Abri Advisors Ltd., a Bermuda company ("Abri Advisors") and Jeffrey Tirman ("Mr. Tirman" and, together with Abri Advisors, collectively, the "Reporting Persons"). Abri Advisors is beneficially owned and controlled by Mr. Tirman and, in such capacity, exercises the sole voting and investment power over the Ordinary Shares of the Company held by Abri Advisors.
(b)	Address or principal business office or, if none, residence: Abri Advisors, Ltd. Clarendon House 2 Church Street Hamilton HM 11, Bermuda Jeffrey Tirman c/o Abri Advisors, Ltd. Clarendon House 2 Church Street Hamilton HM 11, Bermuda
(c)	Citizenship: Abri Advisors is a Bermuda company. Mr. Tirman is a citizen of Switzerland.
(d)	Title of class of securities: Ordinary Shares, $0.000000000000041 par value per share
(e)	CUSIP No.: G8267K166
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response to row 11 of the cover page for each Reporting Person.
(b)	Percent of class: See the response to row 13 of the cover page for each Reporting Person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 300,000 shares.
	(ii) Shared power to vote or to direct the vote: 0 shares.
	(iii) Sole power to dispose or to direct the disposition of: 300,000 shares.
	(iv) Shared power to dispose or to direct the disposition of: 0 shares.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Abri Advisors Ltd

Signature:	/s/ Jeffrey Tirman
Name/Title:	President
Date:	07/31/2025

Signature:	/s/ Jeffrey Tirman
Name/Title:	Jeffrey Tirman
Date:	07/31/2025

Jeffrey Tirman

Signature:	/s/ Jeffrey Tirman
Name/Title:	President
Date:	07/31/2025

Signature:	/s/ Jeffrey Tirman
Name/Title:	Jeffrey Tirman
Date:	07/31/2025

FAQ

Why did DTSQU file this Form 8-K on 29 July 2025?

To disclose termination of a $300,000 sponsor promissory note that had a zero balance.

Does DT Cloud Star Acquisition Corp. owe any amount under the cancelled note?

No. The company confirmed the outstanding principal was nil when the note was terminated.

Will the note cancellation affect DTSQU shareholders’ trust value or redemption rights?

The filing states no financial impact; trust funds and shareholder rights remain unchanged.

Where can investors find the Letter Agreement?

It is filed as Exhibit 10.1 to the 8-K and incorporated by reference.

Does the 8-K provide any new information on the SPAC’s potential business combination?

No. The document is limited to the note termination and includes no merger updates.