SMX Scores $111.5 Million Equity Purchase Agreement to Advance "Proof" Economy Platform

Rhea-AI Summary

SMX (NASDAQ:SMX) announced a $111.5 million equity purchase agreement with Target Capital 1, LLC on December 1, 2025, beginning with an $11.5 million convertible promissory note and an optional equity line the company can draw at its discretion. The structure has no minimum draw requirements, no penalties for non-use, and permits use of proceeds for operations and digital reserve assets.

This capital is presented as support for scaling SMX's Proof Economy platform globally, funding national programs, commercializing pilots, and expanding verification across supply chains.

Positive

• $111.5M committed equity purchase agreement
• $11.5M immediate convertible promissory note
• Optional equity line provides on-demand capital flexibility

Negative

• Equity issuance potential may cause share dilution
• No mandatory draws or milestones could limit near-term funding certainty

Insights

Capital Markets Strategist

SMX secured flexible capital access of up to $111.5 million, improving financing optionality for scaling operations.

SMX obtained an equity purchase agreement with Target Capital 1, LLC that provides up to $111.5 million in funding, starting with an initial $11.5 million convertible promissory note and an equity draw line the company may use at its discretion.

The structure's stated features—no minimum draws, no penalties for non-use, and no operational restrictions—preserve strategic flexibility and reduce immediate cash‑flow pressure; allocating a portion of net proceeds to digital reserve assets may bolster balance sheet positioning as described.

Watch execution over the next 6–18 months for actual draws from the equity line, deployment into the cited regional programs, and any disclosed use of proceeds toward digital reserve assets, all of which will determine the practical impact on the company’s runway and program rollouts.

Operations & Partnerships Analyst

The agreement funds expansion of proof/verification deployments across multiple regions and sectors described for 2025.

SMX states the capital backs scaling of platform deployments tied to national and sector programs in plastics, textiles, high‑grade recycling, gold verification, critical minerals, and industrial recycling across Singapore, Spain, France, the Middle East, and the United States.

The key operational dependency is the company’s ability to convert described traction into commercial systems; the press release links the financing to transitioning pilots to production and to supporting multiple partners concurrently.

Concrete signals to monitor in the coming 6–12 months include announced draws and timing of fund deployment, named partner contract expansions, and discrete milestones showing pilots moving to commercial scale, which will validate whether the stated runway and optionality translate into measurable operational progress.

NEW YORK CITY, NEW YORK / ACCESS Newswire / December 1, 2025 / Some announcements matter. Others shift the center of gravity. SMX's (NASDAQ:SMX) new $111.5 million equity purchase agreement belongs in the second category. It's not an add-on to an already strong year. It's the headline development that sets the pace for what comes next. The world is moving toward a Proof Economy, and this agreement gives SMX the capital access, strategic flexibility, and operational runway to build it on a global scale.

The agreement with Target Capital 1, LLC provides up to $111.5 million in potential funding through a structure deliberately built around SMX's momentum. It begins with a $11.5 million convertible promissory note and extends into an equity line that SMX can draw from entirely at its own discretion. There are no minimum requirements, no penalties for non-use, and no restrictions on how the Company executes its operations.

This is not routine capital. It's capital designed to accelerate impact.

A Sizable Impact

That impact is already visible across 2025. Singapore launched national plastic circularity programs based on molecular-level identity. Spain and France advanced high-grade recycling and textile authentication. The Middle East pushed gold verification into a new era. The United States engaged with critical minerals, regulated supply chains, and industrial recycling. Individually, these initiatives show progress. Together, they reveal something larger. The world is aligning around a future where materials carry proof embedded in their composition, and where identity is no longer a matter of paperwork but of science.

The equity purchase agreement arrives at the point where traction becomes infrastructure. It gives SMX the financial strength to support multiple partners across multiple regions, all moving toward measurable recovery, authenticated materials, and transparent circularity. It replaces the limitations of traditional financing with optionality, allowing SMX to scale technology deployments in sync with global demand.

The agreement also enables the Company to allocate a portion of net proceeds toward digital reserve assets. This strengthens long-term balance sheet resilience and mirrors the decentralization and data integrity principles at the core of SMX's technology. It aligns financial durability with operational mission.

A Capstone to a Transformative 2025

But the true significance of this agreement is how it connects to the year SMX just lived. 2025 was not a series of isolated wins. It was the construction of a global platform. Gold verification fortified critical minerals. Plastics passports supported textiles. High-grade recycling programs reinforced industrial circularity. Each partnership amplified the next, confirming that the Proof Economy is not theoretical. It's emerging country by country, sector by sector, system by system.

The $111.5 million equity purchase agreement ensures SMX can meet that moment. It supports the expansion of national programs, the transition of pilots into commercial systems, and the operational scale required for verification to become embedded across global supply chains.

As the year closes, the message is clear. SMX is not simply participating in the Proof Economy. it's helping build the architecture that will define it. This agreement is more than access to capital. It's the catalyst that powers the next global chapter.

About SMX

As global businesses face new and complex challenges relating to carbon neutrality and meeting new governmental and regional regulations and standards, SMX is able to offer players along the value chain access to its marking, tracking, measuring and digital platform technology to transition more successfully to a low-carbon economy.

Forward-Looking Statements

The information in this press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "forecast," "intends," "may," "will," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release may include, for example: the ability of SMX to satisfy the conditions under the Equity Purchase Agreement, the Promissory Note and related agreements; successful launch and implementation of SMX's joint projects with manufacturers and other supply chain participants of steel, rubber and other materials; changes in SMX's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; SMX's ability to develop and launch new products and services, including its planned Plastic Cycle Token; SMX's ability to successfully and efficiently integrate future expansion plans and opportunities; SMX's ability to grow its business in a cost-effective manner; SMX's product development timeline and estimated research and development costs; the implementation, market acceptance and success of SMX's business model; developments and projections relating to SMX's competitors and industry; and SMX's approach and goals with respect to technology. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: the ability to maintain the listing of the Company's shares on Nasdaq; changes in applicable laws or regulations; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; the risk of downturns and the possibility of rapid change in the highly competitive industry in which SMX operates; the risk that SMX and its current and future collaborators are unable to successfully develop and commercialize SMX's products or services, or experience significant delays in doing so; the risk that the Company may never achieve or sustain profitability; the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the Company experiences difficulties in managing its growth and expanding operations; the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; the risk that SMX is unable to secure or protect its intellectual property; the possibility that SMX may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described in SMX's filings from time to time with the Securities and Exchange Commission.

Media Contact: info@securitymattersltd.com

SOURCE: SMX (Security Matters) Public Limited

View the original press release on ACCESS Newswire

FAQ

What did SMX (NASDAQ:SMX) announce on December 1, 2025?

SMX announced a $111.5 million equity purchase agreement with Target Capital 1, LLC, starting with an $11.5 million convertible promissory note.

How much immediate funding does SMX receive under the agreement?

The agreement begins with a $11.5 million convertible promissory note available immediately.

What flexibility does the SMX equity line provide shareholders?

SMX can draw from an optional equity line up to $111.5 million with no minimum draws or penalties for non-use.

How will SMX use proceeds from the $111.5M agreement?

Proceeds may fund global deployments, transition pilots to commercial systems, and allocate a portion to digital reserve assets.

Does the agreement create dilution risk for SMX shareholders?

Yes. Draws under the equity line would involve issuing equity and could dilute existing shareholders.

What strategic impact does the $111.5M deal aim to have for SMX?

The deal is positioned to fund scale-up of SMX's Proof Economy platform across national programs and supply chains.