SMX secures $111.5M equity deal with Target Capital 1, LLC

SMX (Security Matters) PLC (“SMX”), a company known for its pioneering work in molecular marking for supply-chain transparency, recently announced a significant equity purchase agreement with Target Capital 1, LLC. This agreement aims to provide SMX with the necessary funding to advance its business development initiatives. Additionally, a portion of the proceeds from this agreement will be used by SMX to acquire bitcoin or another cryptocurrency as a reserve asset for the company.

Under the terms of the agreement, the investor will purchase a convertible promissory note from SMX worth $11.5 million, with an OID of 20% and a face value of $14.375 million. Furthermore, SMX has the option to sell up to $100 million worth of ordinary shares to the investor through an equity line of credit. The timing and amount of these sales will be controlled by SMX, while the investor will oversee the timing and amount of conversions under the promissory note. It’s important to note that SMX is not obligated to utilize the full $100 million available under the equity line, and there are no minimum commitments or penalties for underutilization. Importantly, neither the equity line nor the promissory note impose any restrictions on SMX’s operating activities.

RBW Capital Partners LLC will be serving as the exclusive placement agent for this offering. The transactions are expected to close around December 2, 2025, pending the satisfaction of customary closing conditions. Interested parties can access a copy of the agreement and the promissory note in the Company’s Report on Form 6-K, which will be filed with the Securities and Exchange Commission.

It’s worth mentioning that the promissory note, Commitment Shares, and shares available under the equity line were offered in a private placement, exempt from the registration requirements of the Securities Act of 1933. SMX has committed to file a registration statement with the SEC covering the resale of these shares. This news release does not constitute an offer to sell or a solicitation to buy these common shares in jurisdictions where it would be unlawful.

As global businesses navigate the challenges of carbon neutrality and changing regulations, SMX provides access to its digital platform technology for marking, tracking, and measuring to aid in the transition to a low-carbon economy.

Looking ahead, SMX aims to satisfy the conditions under the Equity Purchase Agreement and launch joint projects with manufacturers and supply chain participants in various industries. The company also plans to develop and launch new products and services, including the Plastic Cycle Token, and grow its business efficiently. Risks and uncertainties may impact the actual results compared to forward-looking statements, but SMX remains committed to its mission and goals.