A2Z Cust2Mate Solutions Corp美股招股说明书(2025-01-27版)

PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated April 21, 2023) SUBJECT TO COMPLETION, DATED JANUARY 27, 2025 Common Shares A2Z CUST2MATE SOLUTIONS CORP. We are offeringof our common shares, no par value per share, pursuant to this prospectussupplement and the accompanying prospectus. The public offering price for each common share is $. Our common shares are listed for trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol“AZ”. The last closing price of our common shares on January 24, 2025, as reported by Nasdaq, was $6.52 pershare. Unless otherwise noted and other than in our historical financial statements for the periods endingSeptember 30, 2024 and earlier, and the notes thereto incorporated by reference herein, the share and per shareinformation in this prospectus supplement reflects the 1-for-2.5 reverse share split (“Reverse Share Split”) of ouroutstanding common shares. The Reverse Share Split became effective on October 8, 2024. Investing in our securities involves a high degree of risk. Before making an investment decision,please read the information under the heading “Risk Factors” beginning on page S-10 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION(THE“SEC”)NOR ANYSTATE OR CANADIAN SECURITIES REGULATOR OR STOCK EXCHANGE HAS APPROVED ORDISAPPROVED OF THE SECURITIES OFFERED HEREBY, PASSED UPON THE ACCURACY ORADEQUACY OFTHIS PROSPECTUS SUPPLEMENT OR DETERMINED IF THIS PROSPECTUSSUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ACRIMINAL OFFENCE. The securities offered hereby have not been qualified for distribution by this prospectus supplementunder the securities laws of any province or territory of Canada and are not being offered in Canada or to anyresident of Canada. (1) In addition, we have agreed to (i) pay for certain expenses of the underwriters and (ii) issue the underwriters ortheir respective designees at the closing of this offering warrants to purchase up tocommon shares, equal to7%of the aggregate number of common shares sold in this offering(the“Underwriter Warrants”).See“Underwriting” beginning on page S-17 of this prospectus supplement for additional information regardingunderwriting discounts, commissions and estimated expenses. We are offering to sell directly to investors in a concurrent registered direct offering,common shares at anoffering price of $per share, equal to the public offering price of this offering. We refer to this transaction asthe concurrent registered direct offering. The closing of the concurrent registered direct offering and the closing ofthis offering are not contingent upon each other. See “Underwriting” for more information. The underwriter will notreceive any compensation for common shares sold in the concurrent registered direct offering. The underwriter expects to deliver the shares, against payment, on or about January, 2025. Sole Bookrunner Titan Partners Groupa division of American Capital Partners The date of this prospectus supplement is , 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-9RISK FACTORSS-10USE OF PROCEEDSS-14CAPITALIZATIONS-15DILUTIONS-16UNDERWRITINGS-17DESCRIPTION OF SECURITIES WE ARE OFFERINGS-23LEGAL MATTERSS-24EXPERTSS-24WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION OF INFORMATION BY REFERENCES-24 Prospectus INCORPORATION OF CERTAIN INFORMATION BY REFERENCE6FORWARD-LOOKING STATEMENTS7PROSPECTUS SUMMARY9RISK FACTORS11OFFER STATISTICS AND EXPECTED TIMETABLE11ENFORCEABILITY OF CIVIL LIABILITIES11USE OF PROCEEDS11CAPITALIZATION AND INDEBTEDNESS12DESCRIPTION OF THE SECURITIES WE MAY OFFER13DESCRIPTION OF SHARE CAPITAL13DESCRIPTION OF COMMON SHARES TO BE ISSUED13DESCRIPTION OF PREFERRED SHARES TO BE ISSUED14DESCRIPTION OF WARRANTS TO BE ISSUED14DESCRIPTION OF RIGHTS TO BE ISSUED15DESCRIPTION OF UNITS TO BE ISSUED16PLAN OF DISTRIBUTION17ARTICLES OF ASSOCIATION19EXPENSE OF THE ISSUANCE AND DISTRIBUTION21CERTAIN INCOME TAX CONSIDERATIONS21LEGAL MATTERS21EXPERTS21S-i ABOUT THIS PROSPECTUS SUPPLEMENT General This prospectus supplement and the accompanying prospectus are part of a registration statement that wefiled on Form F-3 (File No. 333-271226) with the SEC utilizing a “shelf” registration process (the “RegistrationStatement”). Each time we conduct an offering to sell securities under the accompanying prospectus, we will provide aprospectus supplement that will contain specific information about the terms of that offering, including the price, thenumber of securities being offered, and the plan of distribution or underwriting details, as applicable. TheRegistration Statement was filed with the SEC on April 12, 2023, and was declared effective by the SEC on April21, 2023. The Registration Sta