FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Octopus Investments Ltd.
 2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2021		 3. Issuer Name and Ticker or Trading Symbol
SmartKem, Inc. [NONE]
(Last)
(First)
(Middle)
C/O OCTOPUS INVESTMENTS LIMITED, 33 HOLBORN		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LONDON, X0 EC1N 2HT		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.0001 par value per share 6,429,932
I
See footnotes (1)
Common Stock, $0.0001 par value per share 46,096
I
See footnotes (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Octopus Investments Ltd.
C/O OCTOPUS INVESTMENTS LIMITED
33 HOLBORN
LONDON, X0 EC1N 2HT		     X    
Octopus Titan VCT Plc
C/O OCTOPUS TITAN VCT PLC
33 HOLBORN
LONDON, X0 EC1N 2HT		     X    

Signatures

/s/ Zoe Chambers, Principal of Octopus Titan VCT Plc 03/05/2021
**Signature of Reporting Person Date
/s/ Zoe Chambers, Principal of OCTOPUS INVESTMENTS LIMITED 03/05/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These securities are directly owned by Octopus Titan VCT Plc ("Octopus Titan") managed by Octopus Investments Limited ("Octopus") and may be deemed beneficially owned by Octopus as the sole manager of Octopus Titan. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2) These securities are directly owned by Octopus Investments Nominees Limited ("Octopus Nominees") managed by Octopus and may be deemed beneficially owned by Octopus as the sole manager of Octopus Nominees. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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