UNITED
STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM
40-F



[  ]
Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934



or



[X]
Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934



|For
    the fiscal year ended December 31, 2021 | Commission
    File Number: [●]
|----------------------------------------------- | -------------------------------



A2Z
Smart Technologies Corp.

(Exact
name of registrant as specified in its charter)



N/A
(Translation of Registrant’s name into English (if applicable))



British
Columbia, Canada
(Province or other jurisdiction of incorporation or organization)



3569
(Primary Standard Industrial Classification Code Number (if applicable))



N/A
(I.R.S. Employer Identification Number (if applicable))



1600-609
Granville Street
Vancouver, British Columbia(647) 558-5564
(Address and telephone number of Registrant’s principal executive offices)



COGENCY
GLOBAL INC.

122
East 42nd Street, 18th Floor

New
York, NY 10168

1-800-221-0102
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)



Securities
registered or to be registered pursuant to Section 12(b) of the Act.



|Title
    of each class |  | Trading
    Symbol |  | Name
    of each exchange on which registered
|----------------------- |  | ------------------ |  | ---------------------------------------------
|Common
    Shares       |  | AZ                 |  | The
    NASDAQ Stock Market LLC              



Securities
registered or to be registered pursuant to Section 12(g) of the Act. None



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
For annual reports, indicate by check mark the information filed with this Form:



|[
    X ] Annual information form | [
    X ] Audited annual financial statements
|--------------------------------- | ---------------------------------------------



Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report.



The
number of common shares of the issuer outstanding as of December 31, 2021 was 26,326,488.



Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.



|Yes
    [X] | NO
    [  ]
|----------- | -----------



Indicate
by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the Registrant was required to submit and post such files).



|Yes
    [X] |  | NO
    [  ]
|----------- |  | -----------



Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.



|[
    X ] Emerging growth company
|---------------------------------



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act. [  ]



†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. [  ]




















EXPLANATORY
NOTE



A2Z
Smart Technologies Corp. (the “Company” or “A2Z”) is a “foreign private issuer” as defined in Rule
3b-4 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is a Canadian issuer eligible to file its
annual report (“Annual Report”) pursuant to Section 13 of the Exchange Act on Form 40-F pursuant to the multi-jurisdictional
disclosure system (the “MJDS”) adopted by the United States Securities and Exchange Commission (the “SEC”). The
Company’s common shares are listed on the TSX Venture Exchange and the Nasdaq Stock Market LLC (“NASDAQ”) under the
trading symbol “AZ”.



In
this Annual Report, references to “we”, “our”, “us”, the “Registrant”, the “Company”,
or “A2Z Smart Technologies Corp.”, mean A2Z Smart Technologies Corp. and our wholly-owned subsidiaries, unless the context
suggests otherwise.



FORWARD
LOOKING STATEMENTS



The
Exhibits incorporated by reference into this Annual Report of the Registrant contain forward-looking statements that reflect management’s
expectations with respect to future events, the Registrant’s financial performance and business prospects. All statements other
than statements of historical fact are forward-looking statements. The use of the words such as “plan”, “expect”,
“project”, “intend”, “believe”, “anticipate”, “estimate”, “may”,
“will”, “would”, “could”, “likely”, “potential”, “proposed” and
other similar words (including negative and grammatical variations), or statements that certain events or conditions “may”
or “will” occur, and similar expressions may identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking.



Some
of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained
in the forward-looking statements include but are not limited to:



| | ● | our
                                            history of losses and needs for additional capital to fund our operations and our inability
                                            to obtain additional capital on acceptable terms, or at all;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | our
                                            ability to continue as a going concern;
| | - | ---------------------------------------------------------------------------------------



| | ● | risks
                                            related to the COVID-19 pandemic;
| | - | -----------------------------------------------------------------------------------



| | ● | the
                                            new and unproven nature of our products under development;
| | - | ----------------------------------------------------------------------------------------------------------



| | ● | our
                                            ability to achieve customer adoption of our products;
| | - | -----------------------------------------------------------------------------------------------------



| | ● | our
                                            dependence on assets we purchased from a related party;
| | - | -------------------------------------------------------------------------------------------------------



| | ● | our
                                            ability to enhance our brand and increase market awareness;
| | - | -----------------------------------------------------------------------------------------------------------



| | ● | our
                                            ability to introduce new products and continually enhance our product offerings;
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                 
| | ● | our
                                            dependence on component availability and pricing                                



| | ● | the
                                            success of our strategic relationships with third parties;                                                                                                
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                           
| | ● | our
                                            military products are subject to cyclical variations in the military market and changes in
                                            government spending



| | ● | information
                                            technology system failures or breaches of our network security;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | ● | competition
                                            from competitors;
| | - | -------------------------------------------------------------------------



| | ● | our
                                            reliance on key members of our management team;
| | - | -----------------------------------------------------------------------------------------------



| | ● | future
                                            litigation; and
| | - | ------------------------------------------------------------------



| | ● | the
                                            impact of the political and security situation in Israel on our business.
| | - | -------------------------------------------------------------------------------------------------------------------------













Readers
are cautioned that the above list of cautionary statements is not exhaustive.



These
statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those anticipated in the forward-looking statements. Applicable risks and uncertainties
include, but are not limited to, those identified under the heading “Risk Factors” on page 16 of the Annual Information Form
for the year ended December 31, 2021, attached as Exhibit 99.1 to this Annual Report and incorporated herein by reference, and under
the heading “Risks” on page 17 of the Registrant’s Management’s Discussion & Analysis for the year ended
December 31, 2021, attached as Exhibit 99.3 to this Annual Report and incorporated herein by reference, and in other filings that the
Registrant has made and may make with applicable securities authorities in the future.



By
their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific,
that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur.
Importantly, forward-looking statements are estimates reflecting Management’s current expectations and beliefs, and are based upon
certain assumptions that Management believes to be reasonable based on the information currently available to Management.



No
assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated
by reference into this Annual Report should not be unduly relied upon. The Registrant’s forward-looking statements contained in
the Exhibits incorporated by reference into this Annual Report are made as of the respective dates set forth in such Exhibits. Such forward-looking
statements are based on the beliefs, expectations, and opinions of management on the date the statements are made. In preparing this
Annual Report, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s
beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update
such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking
statements.













NOTICE
TO UNITED STATES READERS

DIFFERENCES
IN UNITED STATES AND CANADIAN REPORTING PRACTICES



The
Registrant is permitted, under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission
(the “Commission”) and certain Canadian securities regulators, to prepare this Annual Report in accordance with Canadian
disclosure requirements, which are different from those of the United States. The Registrant has historically prepared its consolidated
financial statements, which are filed as Exhibit 99.2 to this Annual Report on Form 40-F, in accordance with International Financial
Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, which are subject to Canadian auditing
and auditor independence standards. Financial statements prepared in IFRS may differ from financial statements prepared in United States
GAAP (“U.S. GAAP”) and from practices prescribed by the SEC. Therefore, the Registrant’s financial statements filed
with this Annual Report may not be comparable to financial statements of United States companies prepared in accordance with U.S. GAAP.



Unless
otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United States dollars.



PRINCIPAL
DOCUMENTS



The
following documents have been filed as part of this Annual Report on Form 40-F:



A.
Annual Information Form



The
Registrant’s Annual Information Form for the fiscal year ended December 31, 2021 is attached as Exhibit 99.1 to this Annual Report
on Form 40-F, and is incorporated by reference herein.



B.
Audited Annual Financial Statements



The
Registrant’s consolidated audited annual financial statements, including the reports of the independent registered public accounting
firm with respect thereto, are attached as Exhibit 99.2 to this Annual Report on Form 40-F and is incorporated by reference herein.



C.
Management’s Discussion and Analysis



The
Registrant’s management’s discussion and analysis of financial condition and results of operations for the twelve-month period
ended December 31, 2021 is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated by reference herein.













TAX
MATTERS



Purchasing,
holding or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are
not described in this Annual Report on Form 40-F.



DISCLOSURE
CONTROLS AND PROCEDURES



The
required disclosure is included under the heading “Managements Responsibility for Financial Statements” under the sub-heading
“Evaluation of disclosure controls and procedures” in the Company’s Management’s Discussion and Analysis for the year
ended December 31, 2021, filed as Exhibit 99.3 to this Annual Report on Form 40-F and incorporated herein by reference.



MANAGEMENT’S
ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING



The required disclosure is included under
the heading “Managements Responsibility for Financial Statements” under the sub-heading “Management’s report
on internal controls over financial reporting” in the Company’s Management’s Discussion and Analysis for the year ended December
31, 2021, filed as Exhibit 99.3 to this Annual Report on Form 40-F and incorporated herein by reference.













ATTESTATION
REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM



This
Annual Report does not include an attestation report of the Registrant’s registered public accounting firm due to a transition
period established by rules of the SEC for newly public companies. Under Section 3 of the Exchange Act, as a result of enactment of the
Jumpstart Our Business Startups Act (the “JOBS Act”), “emerging growth companies” are exempt from Section 404(b)
of the Sarbanes-Oxley Act of 2002, which generally requires that a public company’s registered public accounting firm provide an
attestation report relating to management’s assessment of internal control over financial reporting. The Registrant qualifies as
an “emerging growth company” and therefore has not included in, or incorporated by reference into, this Annual Report such
an attestation report as of the end of the period covered by this Annual Report.



CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING



The
required disclosure is included under the heading “Managements Responsibility for Financial Statements” under the sub-heading
“Changes in internal controls over financial reporting” in the Company’s Management’s Discussion and Analysis for the
year ended December 31, 2021, filed as Exhibit 99.3 to this Annual Report on Form 40-F and incorporated herein by reference.



NOTICES
PURSUANT TO REGULATION BTR



None.



CODE
OF ETHICS



The
Registrant has adopted a written “code of ethics” (as defined by the rules and regulations of the Commission), entitled “Code
of Business Conduct and Ethics” (the “Code”) that applies to all members of the board of directors, officers, employees,
consultants, contractors and agents of the Company and its affiliates and subsidiaries worldwide. Adherence to this Code is a condition
of employment with or providing services to the Company.



The
Code may be obtained upon request from A2Z Smart Technologies Corp.’s head office at 1600 – 609 Granville Street, Vancouver,
British Columbia, V7Y 1C3, or by viewing the Registrant’s web site at https://a2zas.com/.



All
amendments to the Code, and all waivers of the Code with respect to any director, executive officer or principal financial and accounting
officers, will be posted on the Registrant’s web site within five business days following the date of the amendment or waiver and
any amendment will be provided in print to any shareholder upon request.













AUDIT
COMMITTEE



Our
Board of Directors has established the Audit Committee in accordance with section 3(a)(58)(A) of the Exchange Act and Rule 5605(c) of
the NASDAQ Marketplace Rules for the purpose of overseeing our accounting and financial reporting processes and the audits of our annual
financial statements.



The
Audit Committee is comprised of Messrs. Rootenberg (Chair), Vered Lotan, and Yonatan de Jongh. Our Board of Directors has determined
that the Audit Committee meets the composition requirements set forth by Section 5605(c)(2) of the NASDAQ Marketplace Rules, and that
each of the members of the Audit Committee is independent as determined under Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the
NASDAQ Marketplace Rules. All three members of the Audit Committee are financially literate, meaning they are able to read and understand
the Registrant’s financial statements and to understand the breadth and level of complexity of the issues that can reasonably be
expected to be raised by the Registrant’s financial statements.



Our
Board of Directors has determined that Alan Rootenberg:



| | ● | qualifies
                                            as an “audit committee financial expert” (as defined in paragraph (8)(b) of General
                                            Instruction B to Form 40-F);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | has
                                            past employment experience in finance or accounting, requisite professional certification
                                            in accounting, or any other comparable experience or background which results in his financial
                                            sophistication (pursuant to Rule 5605(c)(2)(A) of the NASDAQ Marketplace Rules); and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | is
                                            independent (as determined under Exchange Act Rule 10A-3 and Rule 5605(a)(2) of the NASDAQ
                                            Marketplace Rules).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PRINCIPAL
ACCOUNTANT FEES AND SERVICES



The
required disclosure is included under the heading “Audit Committee” under the sub-heading “Audit Fees”
in the Company’s Annual Information Form for the fiscal year ended December 31, 2021, filed as Exhibit 99.1 to this Annual Report
on Form 40-F and incorporated herein by reference.













PRE-APPROVAL
OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The
Audit Committee Charter sets out responsibilities regarding the provision of non-audit services by the Registrant’s external auditors
and requires the Audit Committee to pre-approve all permitted non-audit services to be provided by the Registrant’s external auditors,
in accordance with applicable law.



OFF-BALANCE
SHEET ARRANGEMENTS



The
Registrant currently has no off-balance sheet arrangements.



TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS



The
following table lists as of December 31, 2021, information with respect to the Registrant’s known contractual obligations in
US Dollars:



|Contractual           
|----------------------
|                      
|Trade payables        
|Other accounts payable
|Loans                 
|Lease liability       
|Total                 



NASDAQ
CORPORATE GOVERNANCE



The
Registrant is a foreign private issuer and complies with corporate governance requirements of both the TSX Venture Exchange and NASDAQ.



NASDAQ
Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of the requirements of the Rule 5600 Series,
the requirement to distribute annual and interim reports set forth in Rule 5250(d), and the Direct Registration Program requirement set
forth in Rules 5210(c) and 5255; provided, however, that such a company shall comply with the Notification of Material Noncompliance
requirement (Rule 5625), the Voting Rights requirement (Rule 5640), have an audit committee that satisfies Rule 5605(c)(3), and ensure
that such audit committee’s members meet the independence requirement in Rule 5605(c)(2)(A)(ii).



The
Registrant has reviewed the NASDAQ corporate governance requirements and confirms that except as described below, the Registrant is in
compliance with the NASDAQ corporate governance standards in all significant respects:



The
Registrant does not follow Rule 5620(c), under which the Nasdaq minimum quorum requirement for a shareholder meeting is 33-1/3% of the
outstanding shares of common stock. In addition, a registrant listed on Nasdaq is required to state its quorum requirement in its by-laws.
The Registrant’s quorum requirement is set forth in its articles. A quorum for a meeting of shareholders of the Registrant is two
shareholders or proxyholders that hold or represent, as applicable, not less than 5% of the issued and outstanding shares entitled to
be voted at the meeting. In lieu of following Rule 5620(c), the Registrant follows the rules of the TSX Venture Exchange.



The
foregoing is consistent with the laws, customs, and practices in the province of British Columbia and Canada.



Further
information about the Registrant’s governance practices is included on the Registrant’s website.













INTERACTIVE
DATA FILE



The
Registrant will submit by amendment Exhibits 101 and 104 to this Annual Report on Form 40-F its Interactive Data Files. The amendment
will be filed within the 30-day grace period provided by Rule 405(a)(2)(ii) of Regulation S-T.



MINE
SAFETY DISCLOSURE



Not
applicable.



UNDERTAKING



The
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant
to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said
securities.



CONSENT
TO SERVICE OF PROCESS



The
Registrant has previously filed with the SEC a written consent to service of process on Form F-X. Any change to the name or address of
the Registrant’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file
number of the Registrant.



ADDITIONAL
INFORMATION



Additional
information relating to the Registrant may be found on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com
and on the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system at www.sec.gov.











SIGNATURES



Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.



A2Z
SMART TECHNOLOGIES CORP.

|By:    | /s/
    Bentsur Joseph      | 
|------ | --------------------------- | 
|Name:  | Bentsur
    Joseph          | 
|Title: | Chief
    Executive Officer | 



DATE:March 31, 2022.











EXHIBIT
INDEX



|EXHIBIT |  | DESCRIPTION
    OF EXHIBIT                                                                                                                                                                   
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1    |  | The Registrant’s Annual Information Form for the fiscal year ended December 31, 2021                                                                                                         
|99.2    |  | Audited Consolidated Financial Statements for the fiscal year ended December 31, 2021                                                                                                        
|99.3    |  | Management’s Discussion and Analysis for the year ended December 31, 2021                                                                                                                    
|99.4    |  | Certification by the Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|99.5    |  | Certification by the Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|99.6    |  | Certification by the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                      
|99.7    |  | Certification by the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                      
|99.8    |  | Code of Conduct                                                                                                                                                                              
|99.9    |  | Consent
    of BDO (PCAOB Name: BDO Ziv Haft Certified Public Accountants (Isr.) (1185))                                                                                                     
|101*    |  | XBRL
    Document                                                                                                                                                                            
|104*    |  | Cover
    Page Interactive Data File                                                                                                                                                         



*To
be filed by amendment within the 30-day grace period provided by Rule 405(a)(2)(ii) of Regulation S-T.