SMX, Ybrya Capital announce heads of agreement, setting stage for merger

SMX (SMX)and Ybyra Capital signed a non-binding Heads of Agreement. This Heads of Agreement sets the initial foundation for a potentially transformative merger, which upon completion would combine SMX’s advanced digital platform traceability technologies with Ybyra’s asset base and operational infrastructure, to create synergies to drive transparent and accountable global trade. The merger, as contemplated in the Heads of Agreement and approved in principle by Ybyra Capital’s shareholders on 5 December 2024, sets forth a strategic framework expected to position SMX to leverage synergies and expand into untapped high-growth markets. Key Highlights of the Heads of Agreement: Asset Contribution and Valuation- Ybyra Capital will contribute certain fertilizer holdings, real estate assets and other assets in Brazil to a newly created Irish private company wholly owned by SMX. An independent appraiser will establish the valuation of these assets. Share Swap Structure- Ybyra shareholders will receive shares in SMX in exchange for the contributed assets. Definitive Shareholder Meeting- SMX and Ybyra will each call a special shareholder meeting to approve the transactions, after finalizing definitive and binding agreements. Projected Completion Date- The parties are targeting the first half of 2025 to close the merger. The merger is expected to allow the harnessing of SMX’s expertise known as “material efficiency” and “equilibrium effect” in marking, tracking, and certifying the authenticity and provenance of products such as coffee, tea, metals, palm oil, and natural rubber. These capabilities will integrate with Ybyra Capital’s logistics and commodity infrastructure-including fertilizer facilities-enabling rapid scaling of SMX’s traceability solutions across South America and Asia. SMX’s scalable technology, after deployment across Ybyra’s logistics network, is expected to be then expanded into operations across South America and Asia, unlocking exponential growth potential. The combined entity further intends to set new standards in sustainable and ethical certification for commodities traded between South America and the United States, targeting evolving market demands and global sustainability goals in those regions. The non-binding Heads of Agreement provides a roadmap, including the need for further due diligence, regulatory and shareholder approvals, and drafting of definitive merger documents. The parties cannot at this time give any assurance that definitive documents will be executed or delivered, that both companies will satisfy all expected closing conditions, including stockholder approvals, or that the transaction will ever be consummated.