A2Z Cust2Mate Solutions Corp美股招股说明书(2025-09-18版)

We are offering 5,625,000 of our common shares, no par value per share, pursuant to this prospectus supplement and theaccompanying prospectus. The public offering price for each common share is $8.00. Our common shares are listed for trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AZ”. The last closing price ofour common shares on September 15, 2025, as reported by Nasdaq, was $8.60 per share. Investing in our securities involves a high degree of risk. Before making an investment decision, please read the informationunder the heading “Risk Factors” beginning on page S-10 of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE OR CANADIANSECURITIES REGULATOR OR STOCK EXCHANGE HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFEREDHEREBY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR DETERMINED IFTHIS PROSPECTUS SUPPLEMENT 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 supplement under the securities laws ofany province or territory of Canada and are not being offered in Canada or to any resident of Canada. (1) We have agreed to (i) pay for certain expenses of the underwriters, and (ii) issue the underwriters or their respective designees at theclosing of this offering warrants to purchase up to 324,625 common(the “Underwriter Warrants”). See “Underwriting” beginning on page S-16 of this prospectus supplement for additional information regarding underwriting discounts, commissions and estimated expenses. The underwriter expects to deliver the shares, against payment, on or about September 18, 2025. Sole Bookrunner Titan Partners Groupa division of American Capital Partners The date of this prospectus supplement is September 16, 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-13CAPITALIZATIONS-13DILUTIONS-15UNDERWRITINGS-16DESCRIPTION OF SECURITIES WE ARE OFFERINGS-23LEGAL MATTERSS-24EXPERTSS-24WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION OF INFORMATION BY REFERENCES-25 Prospectus ABOUT THIS PROSPECTUS4WHERE YOU CAN FIND MORE INFORMATION5INCORPORATION 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 we filed on Form F-3 (File No.333-271226) with the SEC utilizing a “shelf” registration process (the “Registration Statement”). Each time we conduct an offering to sell securities under the accompanying prospectus, we will provide a prospectus supplement thatwill contain specific information about the terms of that offering, including the price, the number of securities being offered, and the plan ofdistribution or underwriting details, as applicable. The Registration Statement was filed with the SEC on April 12, 2023, and was declaredeffective by the SEC on April 21, 2023. The Registration Statement is effective as of the date of this prospectus supplement. This prospectussupplement describes the specific details regarding this offering and may add, update, or change information contained in the accompanyingprospectus. The accompanying prospectus provides general information about us and our securities, some of which, such as portions of thesection entitled “Plan of Distribution,” may not apply to this offering. We have not and the underwriters have not authorized anyone to provide you with any information or to make any representationsother than those included or incorporated by reference in this prospectus supplement and the accompanying prospectus and any relevant freewriting prospectus. This prospectus supplement and the accompanying prospectus are an offer to sell only the securities offered hereby, butonly under circumstances and in jurisdictions where it is lawful to do so. We are not making offers to sell or solicitations to buy our securitiesin Canada or to any resident of Canada or any jurisdiction in which an offer or solicitation is not authorized or in which the p