A2Z Cust2Mate acquires Hedia for about $8.4M plus shares

Q: What are Hedia's revenue and estimated EBITDA?

Hedia's audited FY25 revenue was approximately $20 million. Based on Hedia's historical financial results, A2Z estimates that Hedia would have contributed annual Adjusted EBITDA of approximately $2.3 million to A2Z.

Hedia reported approximately $20 million in FY25 audited revenue, and A2Z estimates annual Adjusted EBITDA contribution of approximately $2.3 million based on historical results.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

6-K

Rhea-AI Filing Summary

A2Z Cust2Mate Solutions Corp. (AZ) completed its acquisition of Hedia Ltd. on October 6, 2026. At closing, A2Z paid approximately $8.4 million in cash and issued 833,333 restricted common shares to the sellers, subject to a lockup period of up to 36 months. Approximately $7 million of the cash consideration is expected to be funded by a term loan from a commercial bank, bearing interest at prevailing market rates for comparable commercial bank financings. A2Z expects to service the financing primarily from cash flows generated by Hedia. The sellers are eligible for up to approximately $6.7 million in additional performance-based cash consideration, subject to achievement of agreed targets for 2027 and 2028.

Hedia reported approximately $20 million in audited FY25 revenue. Based on historical financial results, A2Z estimates Hedia would have contributed annual Adjusted EBITDA of approximately $2.3 million. Hedia will continue under its existing brand; Meron Gal will continue as CEO and lead its Israeli retail media operations, while Ofer Gal will remain Chairman and continue to be strategically involved in developing future retail media opportunities.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 0 points

How the balance works

Positive

Moderate pointCompleted Hedia acquisition includes approximately $20 million in FY25 audited revenue.

Negative

None.

Filing Explained

The closing share issuance reduces existing holders’ percentage ownership, absent offsetting changes.

At closing, A2Z issued 833,333 common shares to Hedia’s sellers; issuing shares increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.

Key Figures

Cash consideration paid: Approximately $8.4 million Restricted common shares issued: 833,333 shares Lockup period: Up to 36 months +4 more

7 metrics

Cash consideration paid Approximately $8.4 million Paid at closing to acquire Hedia

Restricted common shares issued 833,333 shares Issued to the sellers at closing

Lockup period Up to 36 months Applies to the restricted common shares issued to the sellers

Term loan funding Approximately $7 million Expected to fund part of the cash consideration

Performance-based cash consideration Up to approximately $6.7 million Subject to achievement of agreed targets for 2027 and 2028

Audited revenue Approximately $20 million Hedia FY25

Estimated annual Adjusted EBITDA contribution Approximately $2.3 million A2Z estimate based on Hedia's historical financial results

Key Terms

Adjusted EBITDA, non-GAAP financial measure, lockup period, performance-based cash consideration

4 terms

Adjusted EBITDA financial

"annual Adjusted EBITDA of approximately $2.3 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

non-GAAP financial measure financial

"a non-GAAP financial measure"

A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.

lockup period financial

"subject to a lockup period of up to 36 months"

A lockup period is a temporary restriction that prevents company insiders and early investors from selling their shares for a set time after a stock offering. Think of it as a cooling-off 'time-out' that keeps a sudden flood of shares off the market; it matters to investors because its expiration can increase share supply and cause price swings, while its presence can help stabilize the stock in the early trading months.

performance-based cash consideration financial

"up to approximately $6.7 million in additional performance-based cash consideration"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did A2Z (AZ) pay to acquire Hedia?

At closing, A2Z paid approximately $8.4 million in cash and issued 833,333 restricted common shares to the sellers. The shares are subject to a lockup period of up to 36 months. Sellers are also eligible for up to approximately $6.7 million in additional performance-based cash consideration, subject to agreed targets for 2027 and 2028.

How will A2Z (AZ) fund the Hedia acquisition?

Approximately $7 million of the cash consideration is expected to be funded by a term loan from a commercial bank, bearing interest at prevailing market rates for comparable commercial bank financings. A2Z expects to service the financing primarily from cash flows generated by Hedia.

What are Hedia's revenue and estimated EBITDA?

Hedia's audited FY25 revenue was approximately $20 million. Based on Hedia's historical financial results, A2Z estimates that Hedia would have contributed annual Adjusted EBITDA of approximately $2.3 million to A2Z.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 10/06/2026 - 07:37 AM Accepted by SEC EDGAR 10/06/2026 - 07:36 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-40472

A2Z CUST2MATE SOLUTIONS CORP.

(Registrant)

1600-609 Granville Street

Vancouver, British Columbia V7Y 1C3 Canada

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒

Form 40-F ☐

On October 6, 2026, A2Z Cust2Mate Solutions Corp. (the “Company”), issued a press release announcing the completion of its acquisition of Heidia Ltd. (“Hedia”) and made available an investor presentation regarding the acquisition. A copy of the press release is furnished hereto as Exhibit 99.1, and a copy of the presentation is furnished hereto as Exhibit 99.2. The fact that the presentation is being made available and furnished herewith is not an admission as to the materiality of any information contained in the presentation. The information contained in the presentation is being provided as of October 6, 2026 and the Company does not undertake any obligation to update the presentation in the future or to update forward-looking statements to reflect subsequent actual results.

Exhibits 99.1 and 99.2 to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Nor shall Exhibits 99,1 and 99.2 be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	A2Z Cust2Mate Solutions CORP.
	(Registrant)

Date: October 6, 2026	By	/s/ Gadi Graus
		Gadi Graus
		Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Press Release dated October 6, 2026.
99.2		Presentation.

Exhibit 99.1

A2Z Cust2Mate Completes Acquisition of In-Store Retail Media Business Hedia

●

Strategic acquisition adds an established retail media business with approximately $20 million in annual revenues, advertiser relationships and campaign execution capabilities to Cust2Mate

TORONTO, ON — October 6, 2026 — A2Z Cust2Mate Solutions Corp. (NASDAQ: AZ), (“A2Z” or “A2Z Cust2Mate” or the “Company”) a global leader in smart retail technology, today announced that it has completed the acquisition of Hedia, a leading Israeli retail media company.

Hedia is an established, profitable and cash-generating retail media business, with FY25 audited revenue of approximately $20 million. Founded in 1988, Hedia provides end-to-end in-store retail media capabilities, combining an established advertiser sales organization with campaign planning and execution, shopper marketing, digital in-store media (digital signage and Electronic Shelf Labels (ESL)), physical retail activations, production and nationwide implementation. Hedia has longstanding relationships with leading Israeli retailers, as well as major international consumer brands, including Unilever, Kimberly-Clark, Procter & Gamble, Nike and Henkel.

The acquisition is a logical expansion for A2Z’s retail media business, combining Cust2Mate’s smart cart technology, digital in-store retail media inventory, shopper journey data, retailer relationships and measurement capabilities with Hedia’s advertiser relationships, sales organization and campaign execution capabilities. The combined business is designed to provide an integrated retail media platform for planning, selling, executing and measuring in-store campaigns.

The combined business is intended to:

	●	accelerate the development of A2Z’s retail media solution;
	●	expand A2Z’s retail media sales and campaign execution capabilities;
	●	monetize A2Z’s retail media inventory through Hedia’s network of leading global advertisers; and
	●	create new retail media offerings across smart carts, digital screens, ESLs and in-store activations.

“The acquisition of Hedia is a major advancement in the development of our retail media business,” said Gadi Graus, CEO of A2Z Cust2Mate Solutions Corp. “A2Z has built the technology, smart cart media inventory, shopper journey data and measurement infrastructure. Hedia adds the commercial engine, including advertiser relationships and robust sales capabilities. Together, we can offer a broad, integrated business solution.”

“We view Hedia as more than an addition to our Israeli business. The company provides an operating model that can support the commercialization of Cust2Mate’s retail media solution as we expand into additional markets. Hedia’s experience and established presence will help us hit the ground running as we build a business positioned to participate in the full retail media value chain.”

“After building Hedia and its retail media capabilities over many years, we see A2Z as the right partner for the next stage of the company’s development,” said Ofer Gal, founder and Chairman of Hedia. “The physical store is becoming increasingly digital, and A2Z Cust2Mate provides the technology and platform to connect that digital store with shoppers, brands and retailers. By combining Hedia’s retail media expertise and relationships with A2Z’s technology, platform, and growing smart cart footprint, we can expand what Hedia offers today.”

Following completion of the acquisition, Hedia will continue operating under its existing brand. Meron Gal will continue as CEO of Hedia and lead its Israeli retail media operations, while Ofer Gal will remain Hedia’s Chairman and will continue to be strategically involved in developing future retail media opportunities.

Transaction Terms

At closing, A2Z paid approximately $8.4 million in cash and issued 833,333 A2Z restricted common shares to the sellers, subject to a lockup period of up to 36 months. Approximately $7 million of the cash consideration is expected to be funded by a term loan from a commercial bank, bearing interest at prevailing market rates for comparable commercial bank financings.

The sellers are also eligible to receive up to approximately $6.7 million in additional performance-based cash consideration, subject to achievement of agreed targets for 2027 and 2028.

A2Z expects to service the bank financing primarily from cash flows generated by Hedia. Based on Hedia’s historical financial results, A2Z estimates that Hedia would have contributed annual Adjusted EBITDA(*) of approximately $2.3 million to A2Z.

The common shares issued to the sellers have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Additional information

Additional information regarding the acquisition and A2Z’s retail media strategy is available in the investor presentation posted on the Investors section of the Company’s website.

About A2Z Cust2Mate Solutions Corp.

A2Z Cust2Mate Solutions Corp. (NASDAQ: AZ) is transforming in-store retail through a connected in-store commerce platform that brings together shopper engagement, retail media, data and in-store intelligence.

At the center of A2Z Cust2Mate’s connected in-store commerce platform is its AI-powered Smart Cart, which creates a continuous digital connection with shoppers throughout the in-store journey. The platform enhances and simplifies shopping, enables retailers and brands to engage shoppers, delivers targeted retail media and offers at the point of decision, and captures real-time data and intelligence on in-store shopper behavior.

Retail media is a growing part of A2Z Cust2Mate’s business, building on its digital in-store touchpoints, media inventory, shopper journey data and measurement capabilities. A2Z Cust2Mate brings together technology, data and commercial capabilities to create new ways for retailers and brands to engage shoppers, monetize the physical store and measure impact closer to the point of purchase.

A2Z Cust2Mate combines advanced software, AI, computer vision and purpose-built hardware in a modular platform designed for enterprise-scale deployment and chain-wide operations. The company works with retailers, brands and partners across multiple markets to bring connected, data-driven personalized experiences to physical stores and create new opportunities for revenue growth, retail media monetization, operational efficiency and loss mitigation.

For more information on A2Z Cust2Mate Solutions Corp. please visit: www.cust2mate.com.

Forward-Looking Statements

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will” and similar expressions identify such forward-looking statements. Forward-looking statements in this press release include statements regarding the expected benefits of the acquisition of Hedia, the development of A2Z’s retail media platform, new retail media offerings, expansion into additional markets, the estimated Adjusted EBITDA contribution of Hedia, the potential payment of performance-based consideration, and the expected servicing of the bank financing. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with the market for the Company’s products, customer orders and deployment schedules, the impact of geopolitical, economic, competitive and other factors affecting the Company and its operations, and other matters detailed in reports filed by the Company with the SEC. Risks and uncertainties also include those related to the acquisition of Hedia, including A2Z’s ability to integrate Hedia’s operations, retain key personnel and advertiser and retailer relationships, realize anticipated benefits and sales opportunities, achieve the revenue targets underlying the performance-based consideration, enter into the bank financing on the terms described herein or at all, and comply with the terms of the bank financing. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

(*) Non-GAAP Financial Measure

This press release includes Adjusted EBITDA for Hedia, a non-GAAP financial measure. EBITDA is calculated as net income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is EBITDA further adjusted to exclude non-market related expenses, consisting of the normalization of management compensation to estimated arm’s length market rates and of related party rent. Management believes Adjusted EBITDA provides useful information regarding the underlying operating performance of Hedia. Adjusted EBITDA should not be considered as an alternative to net income or other financial measures prepared in accordance with IFRS Accounting Standards, the Company’s accounting standards, and may not be comparable to similarly titled measures used by other companies.

The following is a reconciliation of Hedia’s net profit for the year ended December 31, 2025 to Adjusted EBITDA: