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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 13D/A 0001193125-21-071447 0001849530 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 per share 05/08/2025 false 0001817760 83193D203 SmartKem, Inc. MANCHESTER TECHNOLOGY CENTER MANCHESTER TECHNOLOGY CENTER MANCHESTER X0 M9 8GQ Stephen Anderson 0800 316 2295 33 Holborn London X0 EC1N 2HT Robbie Campbell 020 4509 1957 33 Holborn London X0 EC1N 2HT 0001849530 N Octopus Investments Ltd. OO N X0 0.00 213602.00 0.00 213602.00 213602.00 N 4.8 CO HC (1) With respect to Item 4, the source of funds was working capital of Octopus Titan VCT Plc ("Octopus Titan") and the Octopus Investments Nominees Limited (the "Octopus Nominees"). (2) With respect to Items 8, 10, and 11, the shares of Common Stock of the Issuer that may be deemed beneficially owned by Octopus Investments Limited ("Octopus Investments") are comprised of the following: (i) 211,895 shares of Common Stock of the Issuer held by Octopus Titan, and (ii) 1,707 shares of Common Stock of the Issuer held by the Octopus Nominees. Octopus Investments is the portfolio manager of Octopus Titan and the Octopus Nominees. By virtue of such relationship, Octopus Investments may be deemed to have voting and investment power with respect to the securities held by Octopus Titan and the Octopus Nominees. Octopus Investments disclaims beneficial ownership of the shares of Common Stock of the Issuer held by Octopus Titan and the Octopus Nominees except to the extent of its indirect pecuniary interest therein. (3) With respect to Item 13, the percent of class was calculated based on 4,431,165 shares of Common Stock of the Issuer outstanding, as disclosed in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on May 8th, 2025. 0001849526 N Octopus Titan VCT Plc WC N X0 0.00 211895.00 0.00 211895.00 211895.00 N 4.8 CO (1) With respect to Items 8, 10, and 11, the shares of Common Stock of the Issuer are directly held by Octopus Titan. Octopus Investments is the portfolio manager of Octopus Titan. By virtue of such relationship, Octopus Investments may be deemed to have voting and investment power with respect to the securities held by Octopus Titan. Octopus Investments disclaims beneficial ownership of the shares of Common Stock of the Issuer held by Octopus Titan except to the extent of its indirect pecuniary interest therein. (2) With respect to Item 13, the percent of class was calculated based on 4,431,165 shares of Common Stock of the Issuer outstanding, as disclosed in the Form 8-K filed by the Issuer with the SEC on May 8th, 2025. Common Stock, par value $0.0001 per share SmartKem, Inc. MANCHESTER TECHNOLOGY CENTER MANCHESTER TECHNOLOGY CENTER MANCHESTER X0 M9 8GQ This Amendment No. 3 ("Amendment No.3") to Schedule 13D amends the initial statement on Schedule 13D filed by the Reporting Persons on March 5, 2021, as amended by Amendment No.1 thereto filed by the Reporting Persons on January 28, 2022 (as so amended, the ("Schedule 13D")) and as amended by Amendment No.2 thereto filed by the Reporting Persons on January 21, 2025, relating to the Common Stock, par value $0.0001 per share ("Common Stock"), of SmartKem, Inc., a Delaware corporation ("the Issuer"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. Octopus Investments Limited 33 Holborn, London, EC1N 2HT Octopus Investments Limited The source of funds was working capital of Octopus Titan VCT Plc ("Octopus Titan") and the Octopus Investments Nominees Limited (the "Octopus Nominees"). The information contained in Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Item 11 and Item 13 on the cover pages hereto. Since Amendment No. 2 to the Schedule 13D was filed by the Reporting Persons on January 21, 2025, there have been no acquisitions or dispositions by the Reporting Persons of shares of Common Stock of the Issuer. The percentage of Common Stock of the Issuer held by the Reporting Persons decreased as a result of an equity conversion of the Issuer's 835 Series A-1 Preferred Stock into an aggregate of (i) 690,788 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company and (ii) Class C warrants to purchase 1,282,412 shares of Common Stock at an exercise price of $0.0001 per share. After giving effect to the Automatic Conversion, the Company had 4,431,165 shares of Common Stock issued and outstanding, as disclosed in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on May 8th, 2025. No changes since Amendment No.2 filed on Jan 17th, 2025, whereby the information contained in Item 5(b) of the Schedule 13D was amended, and restated in Items 7, 8, 9 and 10. The Reporting Persons have not effected any transactions in the Common Stock of the Issuer during the past sixty days or since the most recent filing of Schedule 13D, whichever is less. The shares of Common Stock of the Issuer that may be deemed beneficially owned by Octopus Investments are comprised of the following: (i) 211,895 shares of Common Stock of the Issuer held by Octopus Titan, and (ii) 1,707 shares of Common Stock of the Issuer held by the Octopus Nominees. The percent of class collectively owned by Octopus Titan and Octopus Nominees, was calculated based on 4,431,165 shares of Common Stock of the Issuer outstanding, as disclosed in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on May 8th, 2025. On the Reporting Date (May 8th, 2025), the Reporting Persons ceased to beneficially own in excess of 5% of the Common Stock in the Issuer. Exhibit 99.9 - Current Report on Form 8-K dated May 8th, 2025, filed by the Issuer with the SEC on May 8th, 2025. Octopus Investments Ltd. /s/ Simon P. King Partner 05/12/2025 Octopus Titan VCT Plc /s/ Simon P. King Partner at Octopus Investments Limited 05/12/2025