SMX enters $111.5M equity purchase agreement with Target Capital 1

SMX (SMX)entered into an equity purchase agreement with Target Capital 1, to provide an efficient and flexible source of funding, enabling SMX to progress its business development opportunities. In addition, SMX has agreed to use a portion of the net proceeds, after payment of certain fees and expenses, to acquire bitcoin or another cryptocurrency subject to the mutual consent of the parties, which shall serve as a reserve asset for SMX. Under the terms of the Agreement, the investor will purchase a convertible promissory note from SMX in the principal amount of $11.5M and further, SMX has the right to sell and the investor has the obligation to purchase, up to $100 million worth of the Company’s ordinary shares in an equity line of credit. Except as otherwise provided in the Agreement, SMX, at its sole discretion, will control the timing and amount of all sales of ordinary shares under the equity line, and the investor will control the timing and amount of conversions under the promissory note. The Company is not obligated to utilize any of the $100M available under the equity line and there are no minimum commitments or minimum use penalties. Neither the equity line nor the promissory note imposes any restrictions on the Company’s operating activities. For the commitment under the equity line, SMX agreed to issue to the investor, ordinary shares or pre-funded warrants equal in value to $2M. The closing of the transactions is expected to occur on or about December 2, 2025, subject to satisfaction of customary closing conditions.