A2Z Cust2Mate (NASDAQ: AZ) to raise about $41.2 million in share sale

Rhea-AI Filing Summary

A2Z Cust2Mate Solutions Corp. is conducting an underwritten public offering of 5,625,000 common shares at a public offering price of $8.00 per share. The company expects net proceeds of approximately $41.2 million after underwriting discounts and expenses, which it plans to use for development and expansion, including mass manufacturing and deployment of smart carts, marketing and sales, expanding retail media and data capabilities, and general working capital.

The deal includes five-year Representative Warrants issued to the underwriter to purchase up to 324,625 common shares at an exercise price of $10.00 per share, and the company also expects to pay $553,000 in cash fees to certain non-U.S. residents in connection with the offering. The transaction is being made under an effective Form F-3 shelf registration, with closing expected on September 18, 2025, subject to customary conditions.

Insights

Equity Capital Markets Analyst

A2Z Cust2Mate raises equity capital via underwritten F-3 takedown.

A2Z Cust2Mate Solutions Corp. is using its effective Form F-3 shelf to complete an underwritten public offering of 5,625,000 common shares at $8.00 per share. The company estimates net proceeds of about $41.2 million, which represents fresh primary capital rather than a secondary resale.

Management plans to allocate the funds to development and expansion, including mass manufacturing and deployment of smart carts, marketing and sales, and expanding retail media and data capabilities, as well as working capital. The structure also includes five-year Representative Warrants for up to 324,625 shares with a $10.00 exercise price, plus $553,000 in cash fees to certain non-U.S. residents.

The offering is expected to close on September 18, 2025, subject to customary conditions. Actual impact on shareholders will depend on how the new capital supports growth versus the dilution from newly issued shares and potential future warrant exercises.

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 September 2025

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 ☐

This Form 6-K (including exhibits thereto) is hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 (File No. 333-271226), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

On September 16, 2025, A2Z Cust2Mate Solutions Corp. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners LLC, as sole bookrunner (the “Underwriter”), relating to an underwritten public offering (the “Offering”) of 5,625,000 of its common shares, no par value per share (the “Common Shares”), with each Common Share sold at a public offering price of $8.00. The Company will also issue to the Underwriter five-year warrants (the “Representative Warrants”) to purchase up to 324,625 Common Shares with an exercise price of $10.00 per share. The Company also expects to pay certain non-US residents, not related to the underwriter, $553,000 cash fees in connection with the Offering.

The closing of the Offering is expected to take place on September 18, 2025, subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds from the Offering will be approximately $41.2 million, after deducting underwriting discounts and estimated offering expenses. The Company expects to use the net proceeds from the Offering for its continued development and expansion, including financing the mass manufacturing and deployment of smart carts, marketing and sales and expanding its retail media and data capabilities, and for working capital purposes.

The Common Shares in the Offering are offered by the Company pursuant to that certain Registration Statement on Form F-3 (File No. 333-271226), which was previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on April 21, 2023. A preliminary prospectus supplement was filed with the SEC on September 16, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the ‘Securities Act”), and a final prospectus supplement relating to the Offering will be filed with the SEC. The Representative Warrants were issued in reliance on Section 4(a)(2) of the Securities Act.

The foregoing description of the Underwriting Agreement and the Representative Warrants does not purport to be complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, and the Form of Representative Warrant, copies of which are filed as Exhibits 99.1, and 99.2, respectively, to this Report on Form 6-K and are incorporated by reference herein.

On September 16, 2025, the Company issued press releases announcing the launch and the pricing of the Offering, copies of which are filed as Exhibits 99.3 and 99.4, respectively, to this Report on Form 6-K and are incorporated by reference herein. The legal opinion of Bloch Legal relating to the issuance and sale of the Common Shares is filed as Exhibit 99.5 hereto.

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Underwriting Agreement by and between the Company and Titan Partners Group LLC, dated January 27, 2025
99.2		Form of Representative Warrant
99.3		Launch Press Release, dated September 16, 2025
99.4		Pricing Press Release, dated September 16, 2025
99.5		Opinion of Bloch Legal

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: September 18, 2025	By	/s/ Gadi Graus
		Gadi Graus
		Chief Executive Officer

FAQ

What is A2Z Cust2Mate Solutions Corp. (AZ) offering in this transaction?

A2Z Cust2Mate Solutions Corp. is conducting an underwritten public offering of 5,625,000 common shares at a public offering price of $8.00 per share.

How much cash does A2Z Cust2Mate (AZ) expect to receive from the share offering?

The company estimates net proceeds of approximately $41.2 million after underwriting discounts and estimated offering expenses.

How will A2Z Cust2Mate (AZ) use the net proceeds from this offering?

A2Z Cust2Mate plans to use the proceeds for continued development and expansion, including mass manufacturing and deployment of smart carts, marketing and sales, expanding retail media and data capabilities, and for working capital.

Are there warrants associated with the A2Z Cust2Mate (AZ) share offering?

Yes. The company will issue the underwriter five-year Representative Warrants to purchase up to 324,625 common shares with an exercise price of $10.00 per share.

When is the A2Z Cust2Mate (AZ) offering expected to close?

The closing of the offering is expected to take place on September 18, 2025, subject to the satisfaction of customary closing conditions.

Under what registration statement is the A2Z Cust2Mate (AZ) offering being made?

The common shares are offered pursuant to an effective Registration Statement on Form F-3 (File No. 333-271226), which was declared effective by the SEC on April 21, 2023.

What additional fees are related to the A2Z Cust2Mate (AZ) offering?

The company expects to pay $553,000 in cash fees to certain non-U.S. residents, who are not related to the underwriter, in connection with the offering.