A2Zカスト2メイトの適時開示

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number: 001-40472

A2Z CUST2MATE SOLUTIONS CORP.

(Registrant)

1600-609 Granville Street

Vancouver, British Columbia V7Y 1C3 Canada

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Exhibit 99.1 and Exhibit 99.2 are hereby incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-271226), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	A2Z CUST2MATE SOLUTIONS CORP.
	(Registrant)

Date November 13, 2025	By	/s/ Gadi Graus
		Gadi Graus
		Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2025

99.2		Management’s Discussion and Analysis for the three and nine months ended September 30, 2025

99.3		Certificate of Interim Filings CEO dated November 13, 2025

99.4		Certificate of Interim Filings CFO dated November 13, 2025

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

A2Z Cust2Mate Solutions Corp.

CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2025

(Unaudited)

(Expressed in US Dollars)

A2Z CUST2MATE SOLUTIONSCORP.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(Unaudited)

(Expressed in US Dollars)

INDEX

	Page

Condensed Consolidated Interim Statements of Financial Position	3

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss	4

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficit)	5-6

Condensed Consolidated Interim Statements of Cash Flows	7

Notes to the Condensed Consolidated Interim Financial Statements	8 - 20

A2Z CUST2MATE SOLUTIONS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

	September 30, 2025			December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	43,184		$	13,526
Short-term deposits		2,618			206
Financial assets at fair value (note 3)		24,605			-
Inventories (note 4)		4,378			796
Trade receivables, net		1,745			2,024
Other accounts receivable		1,499			581
Total current assets		78,029			17,133
Non-current assets

Long term financial asset at fair value		609			200
Property, equipment and right of use assets, net		3,277			1,545
Total non-current assets		3,886			1,745

Total Assets	$	81,915		$	18,878

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term loan and current portion of long-term loans	$	8		$	826
Lease liability		509			217
Trade payables		2,071			1,834
Other accounts payable		1,447			918
Warrant Liability (note 5)		5,065			7,743
Total current liabilities		9,100			11,538
Non-current liabilities
Lease liability		1,522			241
Long term loans		30			108
Severance payment, net		-			147
Total non-current liabilities		1,552			496
Total liabilities		10,652			12,034
Shareholder’s Equity
Share capital and additional paid in capital (note 6)		164,045			83,120
Warrant Reserve		29,594			30,863
Accumulated other comprehensive loss		(1,309	)		(549	)
Reserve with respect to transactions with non-controlling interests		927			927
Accumulated losses		(120,693	)		(100,452	)
Total equity attributable to Company shareholders		72,564			13,909
Non-controlling interests		(1,301	)		(7,065	)
Total equity		71,263			6,844
Total liabilities and equity		81,915		$	18,878

November 13, 2025

“Yonathan De Yonge”

“Gadi Graus”

Date of approval of the financial statements

Yonathan De Yonge - Director

Gadi Graus

Chief Executive Officer

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

A2Z CUST2MATE SOLUTIONS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

	2025			2024(*)			2025			2024(*)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024(*)			2025			2024(*)

Revenues (note 7)		1,547			1,572			4,254			3,957
Cost of revenues		1,021			882			2,878			2,858
Gross profit		526			690			1,376			1,099

Expenses:
Research and development costs		1,582			793			6,812			2,881
Sales and marketing costs		413			188			1,669			1,083
General and administration expenses		2,644			2,335			10,380			6,191
Operating loss		(4,113	)		(2,626	)		(17,485	)		(9,056	)

Loss (gain) on revaluation of warrant Liability (note 5)		(2,830	)		539			905			(3,236	)
Financial (income) expense		116			63			(71	)		143
Loss before taxes on income		(1,399	)		(3,228	)		(18,319	)		(5,963	)
Income tax expense		-			-			-			-
Net loss for the period from continuing operations		(1,399	)		(3,228	)		(18,319	)		(5,963	)
Net loss for the period from discontinued operations		-			(305	)		(2,425	)		(1,140	)
Net loss for the period		(1,399	)		(3,533	)		(20,744	)		(7,103	)

Less: Net loss attributable to non-controlling interests		(94	)		(318	)		(503	)		(1,485	)
Net loss attributable to owners of the parent company		(1,305	)		(3,215	)		(20,241	)		(5,618	)
Net loss for the period		(1,399	)		(3,533	)		(20,744	)		(7,103	)
Other comprehensive loss
Item that will not be reclassified to profit or loss:
Adjustments arising from translation of financial statements to presentation currency		(1,296	)		(170	)		(760	)		(640	)
Other comprehensive loss		(1,296	)		(170	)		(760	)		(640	)

Total comprehensive loss for the period		(2,695	)		(3,703	)		(21,504	)		(7,743	)

Less: Comprehensive loss attributable to non-controlling interests		(94	)		(318	)		(503	)		(1,485	)
Comprehensive loss attributable to owners of the parent company		(2,601	)		(3,385	)		(21,001	)		(6,258	)
Total comprehensive loss for the period		(2,695	)		(3,703	)		(21,504	)		(7,743	)
Basic and diluted loss per share from continuing operations		(0.07	)		(0.16	)		(0.54	)		(0.34	)
Basic and diluted loss per share from discontinued operations		-			(0.01	)		(0.07	)		(0.06	)

Weighted average number of shares outstanding (**)		36,797,579			21,832,713			35,063,498			19,630,189

(*)	Reclassified due to discontinued operations.

(**)	On September 24, 2024, the Board approved a 1-for-2.5 reverse stock split, (the “Reverse Split”). Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

A2Z CUST2MATE SOLUTIONS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

	Number of shares		Additional paid in capital			Warrant reserve			Other Comprehensive Income			with non- controlling parties		Accumulated deficit			Non- controlling interest			shareholder of the Company
	Ordinary share capital								Accumulated			Transactions								Total Equity of
	Number of shares		Additional paid in capital			Warrant reserve			Other Comprehensive Income			with non- controlling parties		Accumulated deficit			Non- controlling interest			shareholder of the Company
Balance - January 1, 2025		29,590,297	$	83,120		$	30,863		$	(549	)	$	927	$	(100,452	)	$	(7,065	)	$	6,844

Net loss for the period		-		-			-			-			-		(20,241	)		(503	)		(20,744	)
Adjustments arising from translating financial statements of foreign operations		-		-			-			(760	)		-		-			-			(760	)
Comprehensive loss for the period		-		-			-			(760	)		-		(20,241	)		(503	)		(21,504	)
Issuance of shares in January 2025 private placement (note 6(d))		4,748,150		27,395			-			-			-		-			-			27,395
Issuance of shares in September 2025 private placement (note 6(e))		5,625,000		39,888			-			-			-		-			-			39,888
Transactions with non-controlling interests		-		(8,117	)		-			-			-		-			6,267			(1,850	)
Exercise of RSUs (note 6(g))		219,667		-			-			-			-		-			-			-
Exercise of warrants (note 6(i))		1,509,857		12,536			(1,269	)		-			-		-			-			11,267
Exercise of options (note 6(h))		225,332		548			-			-			-		-			-			548
Share based compensation (note 6(h), 7(b))		5,000		8,675			-			-			-		-			-			8,675
Balance – September 30, 2025		41,923,303		164,045			29,954			(1,309	)		927		(120,693	)		(1,301	)		71,263

A2Z CUST2MATE SOLUTIONS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

	Ordinary share capital						Accumulated			Transactions								Total Equity (deficit) of
	Number of shares		Additional paid in capital		Warrant reserve		Other Comprehensive Income			with non- controlling parties		Accumulated deficit			Non- controlling interest			shareholder of the Company
Balance - January 1, 2024		15,359,799	$	55,485	$	30,863	$	(1,330	)	$	927	$	(83,456	)	$	(4,798	)	$	(2,309	)
Balance		15,359,799	$	55,485	$	30,863	$	(1,330	)	$	927	$	(83,456	)	$	(4,798	)	$	(2,309	)

Net loss for the period		-		-		-		-					(5,618	)		(1,485	)		(7,103	)
Adjustments arising from translating financial statements of foreign operations		-		-		-		(640	)		-		-			-			(640	)
Net comprehensive loss for the period		-		-		-		(640	)		-		(5,618	)		(1,485	)		(7,743	)
Issuance of shares in January 2024 private placement (note 6(a))		1,122,521		2,022		-		-			-		-			-			2,022
Issuance of shares in January private placement		1,122,521		2,022		-		-			-		-			-			2,022

Exercise of RSUs (note 6(f))		324,668		-		-		-			-		-			-			-

Issuance of shares in April 2024 private placement (note 6(b))		4,085,976		3,318		-		-			-		-			-			3,318
Issuance of shares in August 2024 private placement (note 6(c))		1,839,554		2,502		-		-			-		-			-			2,502
Share based compensation (note 7(b))				1,707				-			-		-			-			1,707
Balance – September 30, 2024		22,732,518	$	65,033	$	30,863	$	(1,970	)	$	927	$	(89,074	)	$	(6,283	)	$	(504	)
Balance		22,732,518	$	65,033	$	30,863	$	(1,970	)	$	927	$	(89,074	)	$	(6,283	)	$	(504	)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

A2Z CUST2MATE SOLUTIONS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

	2025			2024
	Nine months ended
	September 30
	2025			2024

Cash flows from operating activities
Net loss for the period	$	(20,744	)	$	(7,103	)
Adjustments to reconcile net loss to net used in operating activities:
Amortization and depreciation		439			652
Share-based compensation		8,675			1,707
Share-based compensation to service providers		-			1,285
Loss on divestment of a subsidiary		1,009			-
Loss (gain) on revaluation of warrant liability		905			(3,236	)
Loss on revaluation of contingent liability		-			(1,305	)
Gain from revaluation of long term financial assets		(409	)		-
Change in severance liability		12			(2	)
Change in inventory		(3,600	)		(111	)
Change in trade receivables		(25	)		(806	)
Change in other accounts receivables		(1,053	)		119
Accrued interest on loans and leases		116			138
Change in accounts payable		315			1,096
Change in other accounts payable		666			(721	)
Net cash used in operating activities:		(13,694	)		(8,287	)

Cash flows from investing activities
Investment in short-term deposits		(2,475	)		-
Investment in financial assets at fair value		(24,605	)		-
Divestment of a subsidiary		(549	)		-
Purchase of property, plant and equipment		(657	)		(108	)
Net of cash flows from investing activities		(28,286	)		(108	)

Cash flows from financing activities
Proceeds from the issuance of shares and warrants, net		69,242			7,503
Proceeds on account of shares		-			3,060
Change in bank overdraft		-			69
Lease payments		(460	)		(449	)
Proceeds from exercise of warrants		7,795			-
Proceeds from exercise of options		548			-
Repayment of loans		(850	)		(160	)
Transactions with non-controlling interests		(1,850	)		-
Proceeds from receipt of loans		43			147
Net of Cash flows from financing activities		74,468			10,170

Change in cash and cash equivalents		32,488			1,775
Effect of changes in foreign exchange rates		(2,830	)		(676	)
Cash and cash equivalents at beginning of period		13,526			2,267

Cash and cash equivalents at end of period	$	43,184		$	3,435

APPENDIX A: NON-CASH ACTIVITIES
Recognition of a lease liability and right-of-use asset		1,930			260
Interest paid during the period		24			96

APPENDIX A: NON-CASH ACTIVITIES – DIVESTMENT OF SUBSIDIARY
Working capital other than cash and cash equivalents		304			-
Property, plant and equipment		416			-
Lease liability		(7	)		-
Loans		(94	)		-
Severance liability		(159	)		-
Loss on divestment of subsidiary		(1,009	)		-
Total cash and cash equivalents from divestment of a subsidiary		(549	)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

A2Z CUST2MATE SOLUTIONS CORP. (the “Company”) was incorporated on January 15, 2018 under the laws of British Columbia. The head office is located at 1600 – 609 Granville Street, Vancouver, British Columbia V7Y 1C3, and the records and registered office is located at 2200 HSBC Building 885 West Georgia Street, British Columbia, V6C 3E8.

The Company has been listed on the NASDAQ Stock Market LLC (“Nasdaq”) starting January 22, 2022, and traded under the symbol “AZ”. The Company has been listed on the TSX Venture Exchange (“TSX.V”) in Toronto until February 28, 2024. Following an approval for a voluntary delisting, the Company no longer trades on the TSX.V but has remained a reporting issuer in Canada and its common shares (the “Common Shares”) remain listed on Nasdaq under the symbol AZ.

As of September 30, 2025, the Company had two key subsidiaries (the “Subsidiaries”), all of which are companies incorporated under the laws of Israel: (1) Cust2mate Ltd. (“Cust2mate”); and (2) Isramat Ltd. (“A2Z Isramat”). On August 10, 2023, Cust2mate announced the launch of Cust2mate USA Inc. (“Cust2mate USA”), a subsidiary incorporated on July 12, 2023 under the laws of Delaware.

On February 12, 2025, the Company and the shareholders of Cust2Mate Ltd. entered into a share purchase agreement pursuant to which the Company exercised its call option and acquired an additional 66,194 ordinary shares of Cust2Mate, together constituting 19.81% of the issued and outstanding shares of Cust2Mate (on a fully diluted basis) for the aggregate purchase price of $1,850. After the acquisition of the 66,194 shares in Cust2Mate, the Company now holds an aggregate 322,743 shares of Cust2Mate, constituting 96.58% of Cust2Mate’s issued and outstanding share capital.

On June 12, 2025, the Company entered into a Share Purchase Agreement (the “Isramat Agreement”) with Iron Dove Technologies Inc (“Iron Dove”), pursuant to which the Company agreed to sell A2Z Isramat to Iron Dove for the amount of $964). On September 15, 2025, the Company entered into a Termination Agreement with Iron Dove, pursuant to which the Company and Iron Dove agreed to terminate the Isramat Agreement.

The Company’s activities through A2Z Isramat include the development of precision metal parts for the military and security markets, as well as for the civilian markets.

On June 30, 2025, the Company entered into a share purchase agreement (the “A2ZMS Agreement”) pursuant to which it sold its wholly owned subsidiary A2ZMS Advanced Military Solutions Ltd., a company organized under the laws of Israel (“A2ZMS”), to a purchaser residing in Israel for a purchase price of 500,000 ILS. The purchaser is related to a director of the Company. The A2ZMS Agreement was approved by all of the independent directors of the Company. The Company received an independent valuation of A2ZMS in connection with this transaction. See also note 9.

The Company owns 96.58% of the common shares of Cust2Mate, a technology company focused on providing retail automation solutions, in particular for large grocery stores and supermarkets. The Company’s primary product is the Cust2Mate system which incorporates a “smart cart” which automatically calculates the value of the customers purchases in their smart cart, without having to unload and reload their purchases at a customer checkout point.

The Cust2Mate system offers various features for shoppers and retailers such as product information and location, an on-cart scale to weigh items and automatically calculate costs, bar-code scanner and on-board payment system to bypass checkout lines. In addition, the product includes big data smart algorithms and computer vision capabilities, allowing for customer specific targeted advertising. (“The Cust2Mate Platform”).

The accompanying condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses and negative cash flows from operating activities since inception, such that as of September 30, 2025, the Company had resulting in accumulated losses of $120,693 and a net loss from continuing operations in the amount of $18,319 for the nine months ended September 30, 2025. As of the date of the issuance of these financial statements, the Company has not yet commenced generating sufficient revenues. However, considering the Company’s cash and cash equivalent balance and investments in financial assets as of September 30, 2025, following equity issuances during 2024 and equity raised during the period ended September 30, 2025, the Company’s management believes the Company has sufficient funds for at least the foreseeable future.

During October 2023, the Israeli government declared a state of war due to the terror attack that was launched by Hamas, a terrorist organization, on the State of Israel on October 7, 2023 and which still continues Further, Hezbollah, a terrorist organization based in Lebanon, has carried out missile and rocket attacks on various areas in Israel’s northern regions, targeting both military and civilian locations (the “War”). The War has led to various consequences and restrictions on the Israeli economy, including, among other things, an extensive mobilization of reserves, the evacuation of many settlements, both in the area bordering the Gaza strip and near the northern border, as well as taking actions for maintaining public safety and security, such as, among other things, imposing restrictions on gatherings, depending on the proximity thereof to the combat zones, including at workplaces and in the education system. Taking such actions caused a decline and a slowdown in the activity of the Israeli economy. In addition, the ongoing operation of many companies has suffered by the reduction in workforce availability, including due to the departure of foreign workers, extensive recruitment of reserves and absence from work due to the restrictions on the activity of the education system.

The War had no material effect on the Company’s financial situation and on the results of the Company’s activities. Also, the Company managed to maintain operational and functional continuity, including maintaining an effective staff volume and effective ongoing operations with its customers and suppliers.

In addition, in October 2025, a ceasefire was brokered between Israel and Hamas. However, we cannot predict if and to what extent this ceasefire will remain in effect or upheld. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on November 13, 2025.

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

NOTE 2 – BASIS OF PREPARATION

Significant accounting policy

Statement of Compliance

These unaudited condensed consolidated interim financial statements of the Company are as of September 30, 2025, and presented in US dollars which is the Company’s reporting currency. The Company’s functional currency is the New Israeli Shekel. These unaudited condensed consolidated interim financial statements have been prepared in accordance with the requirements of International Accounting Standard IAS 34 “Interim Financial Reporting” as issued by the IASB. They do not include all the information required in annual financial statements in accordance with IFRS accounting standards and should be read in conjunction with the annual financial statements of the Company for the year ended December 31, 2024.

The policies applied in these condensed consolidated interim financial statements are based on IFRS accounting standards effective as of January 1, 2025, and are consistent with those included in the Company’s annual financial statements for the year ended December 31, 2024.

Basis of Consolidation

The financial results of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intercompany balances and transactions and any unrealized income and expenses arising from such transactions are eliminated upon consolidation.

Basis of measurement

These condensed consolidated interim financial statements have been prepared on a going concern basis, under the historical cost basis, except for financial instruments which have been measured at fair value.

Financial assets

Short-term investments consist of held-for-sale securities (or trading) and are stated at fair value, with unrealized gains and losses included in earnings. Transaction costs are expensed as incurred. The securities are classified as current assets because they are expected to be realized within one year. The Company regularly evaluates whether declines in fair value below cost are other-than-temporary; if so, an impairment is recognized. Gains or losses realized on sales of these securities are included in financial income (expense), net in the consolidated statement of operations and comprehensive loss.

Critical Estimates and Assumptions

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The Company’s financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the Company’s financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods.

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates; the Company has determined the functional currency of each entity to be the New Israeli Shekel. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. During the nine months ended September 30, 2025, there have been no such changes. The Company’s presentation currency is the US dollar.

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

New Accounting Standards

The following new amendments are effective for the period beginning 1 January 2025: The Company and its subsidiaries did not have to change their accounting policies or make retrospective adjustments as a result of adopting these amended standards:

Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)

On 15 August 2023, the IASB issued Lack of Exchangeability which amended IAS 21 The Effects of Changes in Foreign Exchange Rates (the “Amendments”).

These Amendments are applicable for annual reporting periods beginning on or after January 1, 2025. The Amendments introduce requirements to assess when a currency is exchangeable into another currency and when it is not. The Amendments require an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency. The Amendments also introduce additional disclosure requirements when an entity estimates a spot exchange rate because a currency is not exchangeable into another currency.

IAS 21, prior to the Amendments, did not include explicit requirements for the determination of the exchange rate when a currency is not exchangeable into another currency, which led to diversity in practice.

When applying the Amendments, an entity is not permitted to restate comparative information

These Amendments have had no material effect on the interim condensed consolidated financial statements.

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

NOTE 3 – FINANCIAL ASSETS AT FAIR VALUE

Financial assets not measured at fair value includes cash and cash equivalents, loans to others, trade and other receivables and trade payables. Due to their short-term nature, the carrying value of cash and cash equivalents, loans to others, trade and other receivables, and trade payables approximates their fair value.

The reconciliation of the opening and closing fair value balance of financial instruments is provided below:

SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE

Financial assets at fair value	Level 1
	USD in thousand
January 1, 2024		-
Purchases		-
Disposals		-
Gain (loss)		-
December 31, 2025		-

Purchases		24,605
Disposals		-
Gain (loss)		-
September 30, 2025		24,605

General objectives, policies and processes

The Company’s investment strategy regarding its financial assets is the preservation of capital; the Company does not invest for trading or speculative purposes. The Company holds level 1 short-term investments with yields ranging between 3.70% to 4.35%

Other market price risk

The Company is exposed to price risks of shares, certificate of participation in mutual fund and bonds, which are classified as financial assets carried at fair value through profit or loss. The effect of a 10% increase in the value of the portfolio securities investment held at the reporting date would, if all other variables held constant, have resulted in an increase in the fair value through profit or loss and net assets of $2,460. A 10% decrease in their value would, on the same basis, have decreased the fair value through other profit or loss reserve and net assets by the same amount.

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

NOTE 4 – INVENTORY

SCHEDULE OF INVENTORY

	September 30, 2025		December 31, 2024

Smart cart parts	$	3,896	$	342
Raw materials for Isramat		482		454
Inventory		4,378		796

The increase in inventory in the company’s financial statements is in anticipation of recently signed future orders of smart carts.

NOTE 5 – WARRANT LIABILITY

January 2024 Warrants

On January 4, 2024, the Company issued an aggregate of 561,260 January 2024 Registered Direct Offerings Warrants (as defined below) as part of registered direct offerings (see also note 4(b)). The warrants were issued with an exercise price denominated in US Dollars ($3.75) (approx. CAD5.13) rather than the functional currency of the Company – New Israeli Shekels (NIS). The January 2024 Registered Direct Offerings Warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 107% using the historical prices of the Company, risk-free interest rate of 3.92%, expected life of 2.00 years and share price of CAD4.50.

Level 3 Warrant liability for the period ended on September 30, 2025:

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS

Balance at December 31, 2024	$	2,006

Warrant exercise		(20	)
Warrant expiry		(10	)
Revaluation at March 31, 2025		(24	)
Effect of changes in foreign exchange rates		3
Balance at March 31, 2025	$	1,985

Warrant exercise		(20	)
Revaluation at June 30, 2025		1,292
Effect of changes in foreign exchange rates		168
Balance at June 30, 2025	$	3,425

Revaluation at September 30, 2025		(1,240	)
Effect of changes in foreign exchange rates		(63	)
Balance at September 30, 2025	$	2,122

For the three and nine-month period ended September 30, 2025, the Company recorded a gain and a loss on the revaluation of the total warrant liability in the amount of $1,240 and $28 (for the three- and nine-month period ended September 30, 2024 – loss in the amount of $237 and a gain in the amount of $657, respectively)

December 2023 Warrants

On December 13, 2023, the Company issued an aggregate of 259,156 December 2023 Registered Direct Offerings Warrants (as defined below) as part of registered direct offerings. The warrants were issued with an exercise price denominated in Canadian Dollars (CAD5.125) rather than the functional currency of the Company – New Israeli Shekels (NIS). The December 2023 Registered Direct Offerings Warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 107% using the historical prices of the Company, risk-free interest rate of 4.19%, expected life of 2.00 years and share price of CAD4.05.

Level 3 Warrant liability for the period ended on September 30, 2025:

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS

Balance at December 31, 2024	$	1,029

Warrant exercises		(378	)
Revaluation at March 31, 2025		(35	)
Effect of changes in foreign exchange rates		1
Balance at March 31, 2025		617

Revaluation at June 30, 2025		463
Effect of changes in foreign exchange rates		31
Balance at June 30, 2025		1,111

Revaluation at September 30, 2025		(403	)
Effect of changes in foreign exchange rates		(20	)
Balance at September 30, 2025		688

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

For the three- and nine-month period ended September 30, 2025, the Company recorded a gain and a loss on the revaluation of the December 2023 warrant liability in the amount of $403 and $25, respectively (for the three- and nine-month period ended September 30, 2024 – a loss in the amount of $108 and a gain in the amount of $353, respectively).

June 2023 Warrants

On June 15 and on June 20, 2023, the Company issued an aggregate of 763,654 June 2023 Registered Direct Offerings Warrants (as defined below) as part of registered direct offerings. The warrants were issued with an exercise price denominated in Canadian Dollars (CAD7.325) rather than the functional currency of the Company – New Israeli Shekels (NIS). The June 2023 Registered Direct Offerings Warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 99% using the historical prices of the Company, risk-free interest rate of 4.45%, expected life of 2.00 years and share price of CAD7.475.

Level 3 Warrant liability for the period ended on September 30, 2025:

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS

Balance at December 31, 2024	$	1,668

Warrant exercises		(129	)
Revaluation at March 31, 2025		(318	)
Effect of changes in foreign exchange rates		6
Balance at March 31, 2025		1,227

Warrant exercises		(2,139	)
Revaluation at June 30, 2025		870
Effect of changes in foreign exchange rates		42
Balance at June 30 and September 30, 2025		-

For the three- and nine-month period ended September 30, 2025, the Company recorded a loss on the revaluation of the June 2023 warrant liability in the amount of $nil and $552, respectively (for the three- and nine-month period ended September 30, 2024 – a loss in the amount of $150 and a gain in the amount of $934, respectively).

March 2023 Warrants

On March 20, 2023, the Company issued an aggregate of 356,711 March 2023 Warrants as part of a private placement. The warrants were issued with an exercise price denominated in Canadian Dollars (CAD5.875) rather than the functional currency of the Company – New Israeli Shekels (NIS). The warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 93% using the historical prices of the Company, risk-free interest rate of 3.62%, expected life of 2.00 years and share price of CAD4.35.

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

Level 3 Warrant liability for the period ended on September 30, 2025:

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS

Balance at December 31, 2024	$	817

Warrant exercises		(844	)
Warrant expiry		(10	)
Revaluation at March 31, 2025		37
Effect of changes in foreign exchange rates		-
Balance at March 31 and September 30, 2025		-

For the three- and nine-month period ended September 30, 2025, the Company recorded a loss on the revaluation of the March 2023 warrant liability in the amount of $nil and $37, respectively (for the three- and nine-month period ended September 30, 2024 – a loss in the amount of $34 and a gain in the amount of $490, respectively).

November 2022 Warrants

On November 2, 2022, the Company issued an aggregate of 595,666 warrants (November 2022 Warrants) as part of a private placement. The warrants were issued with an exercise price denominated in Canadian Dollars (CAD5.875) rather than the functional currency of the Company – New Israeli Shekels (NIS). The warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 110% using the historical prices of the Company, risk-free interest rate of 3.94%, expected life of 2.00 years and share price of CAD3.90. On October 22, 2024, the expiry date for the November 2022 Warrants was extended by 1 year until November 6, 2025.

Level 3 Warrant liability for the period ended on September 30, 2025:

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS

Revaluation at December 31, 2024	2,269
Effect of changes in foreign exchange rates	(52	)
Balance at December 31, 2024	2,225

Revaluation at March 31, 2025	(60	)
Effect of changes in foreign exchange rates	(2	)
Balance at March 31, 2025	2,163

Revaluation at June 30, 2025	1,510
Effect of changes in foreign exchange rates	172
Balance at June 30, 2025	3,845

Warrant exercises	(293	)
Revaluation at September 30, 2025	(1,223	)
Effect of changes in foreign exchange rates	(74	)
Balance at September 30, 2025	2,255

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

For the three-and nine-month period ended September 30, 2025, the Company recorded a gain and a loss on the revaluation of the November 2022 warrant liability in the amount of $1,223 and $227, respectively (for the three- and nine-month period ended September 30, 2024 – a loss in the amount of $2 and a gain in the amount of $803, respectively).

NOTE 6 - SHAREHOLDERS EQUITY

	a)	On January 4, 2024, the Company closed a registered direct offering for gross proceeds of $3,227 through the issuance of 1,122,521 units (“January 2024 Units”) at a price per Unit of $2.88 (CAD$3.40). Each January 2024 Unit consists of one Common Share and one half of one Common Share purchase warrant (each whole such warrant a “January 2024 Warrant”). An aggregate of 561,260 January 2024 Warrants were issued with an exercise price of CAD$5.13 ($3.75) per share. The Warrants have a term of two years and if fully exercised, will result in the issuance of an additional 561,260 Common Shares (“January 2024 Registered Direct Offerings Warrants”). A finder’s fee of $258 (CAD$348 thousand) was paid and 89,802 January 2024 Registered Direct Offerings Warrants were issued in connection with the registered direct Offering.

	b)	On April 2, 2024, the Company closed a registered direct offering for gross proceeds of approximately $3,300 at a purchase price of $0.875 per share and issued an aggregate of 3,792,200 common shares in the registered direct offering. The Company issued 293,776 Common Shares as finders’ fees.

	c)	On August 12, 2024, the Company closed its previously announced private placement for gross proceeds of approximately $2,502, at a purchase price of $0.875 per common share and $0.875 per pre-funded warrant. The Company issued a total of 1,839,554 common shares and pre-funded warrants to purchase up to 1,200,000 common shares, with each pre-funded warrant having an exercise price of $0.0001 per share. Each pre-funded warrant has an exercise price of $0.00025 per share and will expire when exercised in full. Certain directors and officers of the Company purchased $420 value of common shares in the private placement. In connection with the closing, the Company has issue certain non-U.S. residents 180,624 common shares as finders fees.

	d)	On January 29, 2025, the Company announced the pricing of an underwritten public offering of 3,281,250 Common Shares at a public offering price of $6.40 per share. The Company concurrently announced the pricing of a registered direct offering of 1,406,250 Common Shares at a purchase price of $6.40 per share. The offerings closed on January 29, 2025. The total gross proceeds from the offerings to the Company were $30,000. Titan Partners Group LLC, a division of American Capital Partners LLC, acted as sole bookrunner for the underwritten public offering. The Company paid $2,400 in cash and issued 60,650 Common Shares and 229,688 warrants as finders’ fees.

	e)	On September 16, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners LLC, as sole bookrunner (the “Underwriter”), relating to an underwritten public offering (the “Offering”) of 5,625,000 of its common shares, no par value per share (the “Common Shares”), with each Common Share sold at a public offering price of $8.00. The offering closed on September 18, 2025. The total gross proceeds from the offerings to the Company were $45,000. The Company paid $3,150 in cash and issued 324,625 warrants as finders’ fees.

	f)	During the nine months ended September 30, 2024, the Company issued 324,668 Common Shares in respect of the exercise of 324,668 vested RSUs.

	g)	During the nine months ended September 30, 2025, the Company issued 219,667 Common Shares in respect of the exercise of 219,667 vested RSUs.

	h)	During the nine months ended September 30, 2025, the Company issued 225,332 Common Shares in respect of the exercise of 225,332 share options for proceeds of $548.

	i)	During the nine months ended September 30, 2025, the Company issued 1,509,857 Common Shares in respect of the exercise of 1,509,857 warrants for proceeds of $7,795.

	j)	During the nine months ended September 30, 2025, the Company issued 5,000 Common Shares in respect of services rendered in the amount of $35.

NOTE 7 - WARRANTS AND OPTIONS

a) Warrants

(i)

Warrant transactions for the nine months ended September 30, 2025, and for the year ended December 31, 2024, are as follows:

SCHEDULE OF WARRANTS TRANSACTIONS

	Number			Weighted Average Exercise Price
Balance, January 1, 2024		4,386,234		$	6.58
Warrants issued in the January 2024 Registered Direct Offering		651,062
Warrants issued in the July 2024 Private Placement		1,200,000
Exercise of warrants		(1,330,300	)
Warrants issued in the October 2024 Private Placement		21,333
Balance, December 31, 2024		4,928,329		$	6.17
Expiry of warrants		(11,506	)
Exercise of warrants		(1,509,857	)
Warrants issued in the January 2025 Registered Direct Offering		614,963
Balance, September 30, 2025		4,021,929		$	7.49

During the nine-month period ended September 30, 2025, the Company issued 1,509,857 shares in respect of 1,509,857 warrants that were exercised for total proceeds of $7,795.

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

As at September 30, 2025, the Company had outstanding warrants, enabling the holders to acquire Common Shares as follows:

SCHEDULE OF OUTSTANDING WARRANTS

September 30, 2025	Expiry date	Exercise price		Exercise price (USD)
977,425	November 10, 2025	ILS	17.8545	$	4.80
546,653	December 24, 2025	ILS	17.8545	$	4.80
88,440	April 18, 2026	ILS	72.563	$	19.52
433,825	May 28, 2026	ILS	72.563	$	19.52
614,546	November 6, 2025	CAD	5.10	$	3.67
202,621	December 12, 2025	CAD	5.13	$	3.75
586,193	January 4, 2026	CAD	5.13	$	3.75
3,200	October 2, 2026	CAD	2.70	$	1.875
244,401	January 29, 2030	USD	8.00	$	8.00
324,625	September 16, 2030	USD	10.00	$	10.00
4,021,929

b) Stock Options

Stock option transactions for the nine months ended September 30, 2025, and for the year ending December 31, 2024, are as follows:

SCHEDULE OF STOCK OPTION TRANSACTIONS

	Number			Weighted Average Exercise Price (CAD)		Weighted Average Exercise Price (USD)
Balance January 1, 2024		1,411,170		$	6.33	$	4.78
Options granted (i)		552,000
Expiry of options		(206,500	)
Balance December 31, 2024		1,756,670		$	5.39	$	3.75
Options cancelled		(118,668	)
Options exercised		(225,332	)
Options granted (ii)(iii)		834,000			-
Balance September 30, 2025		2,246,670		$	6.05	$	4.87

	(i)	On August 14, 2024, 552,000 stock options were issued to employees, consultants and officers with an exercise price of $1.78. The options expire on August 13, 2029. The fair value of the options granted was estimated at $779 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $1.78; Expected option life 5 years; Volatility 109%; Risk-free interest rate 3.67%; Dividend yield 0%.

	(ii)	On January 15, 2025, the Company granted an employee 105,000 share options to purchase Common Shares of the company with an exercise price of $6.40 per share. The share options vest quarterly starting on January 15, 2026, and expire on January 15, 2035. The fair value of the options granted was estimated at $627 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $6.38; Expected option life 10 years; Volatility 110%; Risk-free interest rate 4.65%; Dividend yield 0%.

	(iii)	On February 12, 2025, the Company granted the CEO 500,000 share options to purchase Common Shares with an exercise price of $6.40 per share, vesting immediately and expiring on February 2, 2035. The fair value of the options granted was estimated at $3,092 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $6.61; Expected option life 10 years; Volatility 110%; Risk-free interest rate 4.64%; Dividend yield 0%.

	(iii)	On June 20, 2025, 229,000 share options were granted to employees. 30,000 share options have an exercise price of $1.775 per share and their vesting schedule is as follows: a third vest on June 30, 2025, a third on June 30, 2026, and a third on June 30, 2027. The remaining 199,000 share options have an exercise price of $6.40 per share and their vesting schedule is as follows: a third vest on June 30, 2026, a third on June 30, 2027, and a third on June 30, 2028. The options expire on June 20, 2035. The fair value of the options granted was estimated at $2,252 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $10.36; Expected option life 10 years; Volatility 108%; Risk-free interest rate 4.38%; Dividend yield 0%.

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

NOTE 7 - WARRANTS AND OPTIONS (CONTINUED)

b) Stock Options (continued)

As at September 30, 2025, the Company had outstanding stock options, enabling the holders to acquire Common Shares as follows:

SCHEDULE OF OUTSTANDING STOCK OPTIONS

Outstanding as of September 30, 2025	Exercisable as of September 30, 2025		Expiry date	Exercise price (CAD)		Exercise price (USD)
20,000		20,000	June 3, 2026	CAD	21.00	$	15.08
6,670		6,670	October 28, 2026	CAD	20.00	$	14.36
360,000		360,000	August 2, 2032	CAD	8.90	$	6.39
120,000		120,000	August 21, 2032	CAD	10.00	$	7.18
220,000		220,000	January 4, 2033	CAD	4.13	$	2.96
100,000		100,000	January 4, 2033	CAD	4.13	$	2,96
40,000		40,000	November 25, 2027	CAD	5.03	$	3.61
105,000		91,000	April 18, 2033	CAD	4.00	$	2.87
441,000		147,333	August 14, 2034	CAD	2.47	$	1.78
105,000		43,750	January 15, 2035	CAD	8.91	$	6.40
500,000		500,000	February 2, 2035	CAD	8.91	$	6.40
30,000		10,000	June 20, 2035	CAD	2.47	$	1.775
199,000		-	June 20, 2035	CAD	8.91	$	6.40
2,246,670		1,658,753

Share-based compensation expense is recognized over the vesting period of options. During the three and nine months ended September 30, 2025, share-based compensation of $501 and $4,242 was recognized and charged to the Condensed Consolidated Interim Statements of Loss and Comprehensive Loss, respectively (for the three and nine months ended September 30, 2024 – $690 and $1,176 , respectively).

c) RSUs

On January 15, 2025, the Company granted an employee 20,000 Restricted Share Units (“RSUs”) pursuant to the Company’s RSU plan and in acknowledgement of the Company’s recent success and future workload. The RSUs will vest immediately.

On February 12, 2025, the Company granted the CEO 400,000 RSUs pursuant to the Company’s RSU plan and in acknowledgement of the Company’s recent success and future workload. The RSUs will vest upon the Company entering into one or more agreements for the binding supply of at least 10,000 smart carts.

On June 20, 2025, the Company granted 125,000 RSUs to an advisor. The RSUs vest immediately.

RSUs transactions for the nine months ended September 30, 2025, and for the year ending December 31, 2024, are as follows:

SCHEDULE OF RSU’S TRANSACTIONS

	Number
Balance, January 1, 2024		588,834
RSUs granted		326,000
Expiry of RSUs		(40,166	)
Exercise of RSUs		(764,001	)
Balance, December 31, 2024		110,667
RSUs granted		545,000
Expiry of RSUs		(6,000	)
Exercise of RSUs		(219,667	)
Balance, September 30, 2025		430,000

Total exercisable RSUs as at September 30, 2025, are nil (December 31, 2024 – 8,000). During the three and nine months ended September 30, 2025, share-based compensation of $1,057and $4,399 was recognized and charged to the Condensed Consolidated Interim Statements of Loss and Comprehensive Loss, respectively (for the three and nine months ended September 30, 2024 – $853 and $1,036, respectively).

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

NOTE 8 - REVENUES:

Revenue streams:

SCHEDULE OF REVENUE FROM SERVICES

	2025		2024		2025		2024
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Precision metal parts:
Revenues from sales of precision metal parts		1,335		1,418		3,668		3,649
Smart Carts:
Revenues from smart carts project		212		154		586		308
Total		1,547		1,572		4,254		3,957
Total Revenue streams		1,547		1,572		4,254		3,957

On September 3, 2025, we announced that we secured an initial order for 5,000 next-generation Cust2Mate 3.0 Smart Carts from Yochananof. The value of the order exceeds $55,000. The order of the smart carts is expected to be completed by the end of 2026. In addition, both companies have entered into a data, retail media and digital services agreement.

NOTE 9 – COMMITMENTS

One of the Company’s Israeli subsidiaries leases office space with the lease expiring on March 31, 2029. Lease payments are approximately $42 per month ($498 annually). Another one of the Company’s Israeli subsidiaries leases its factory space with the lease expiring on March 31, 2027. Lease payments are approximately $17 per month ($202 annually).

NOTE 10 – DISCONTINUED OPERATIONS

On June 30, 2025, the Company entered into a share purchase agreement (the “A2ZMS Agreement”) pursuant to which it sold its wholly-owned subsidiary A2ZMS Advanced Military Solutions Ltd., a company organized under the laws of Israel (“A2ZMS”), to a purchaser residing in Israel for a purchase price of 500,000 ILS. The purchaser is related to a director of the Company. The A2ZMS Agreement was approved by all of the independent directors of the Company. The Company received an independent valuation of A2ZMS in connection with this transaction.

The results of operations of A2ZMS were classified as discontinued operations in these consolidated interim financial statements of the Company as of September 30, 2025.

The below are the data of operating results attributed to the discontinued operations:

SCHEDULE OF DISCONTINUED OPERATIONS

	2025		2024			2025			2024
	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024			2025			2024

Revenues		-		501			824			1,352
Cost of revenues		-		445			767			1,255
Gross profit		-		56			57			97

Expenses:
Research and development costs		-		31			9			156
General and administration expenses		-		310			1,455			1,038
Operating loss		-		(285	)		(1,407	)		(1,097	)

Other expense		-					-			-
Financial (income) expense		-		20			9			43
Loss before taxes on income		-		(305	)		(1,416	)		(1,140	)
Income tax expense		-		-			-			-
Loss on disposal of discontinued operations*		-		-			(1,009	)		-
Net loss for the period from discontinued operations		-		(305	)		(2,425	)		(1,140	)

(*)	The loss on disposal of discontinued operations was determined as follows:

	2025			2024
	Nine months ended September 30
	2025			2024

Consideration received on disposal of discontinued operations	$	148		$	-
Cash disposed of		(549	)		-
Net cash outflow on disposal of discontinued operations		(401	)		-

Net assets disposed (other than cash):
Property, equipment and right of use assets, net		(416	)		-
Trade and other receivables		(668	)
Trade and other payables		223			-
Loans		94			-
Severance payments, net		159			-
Net assets disposed (other than cash):	$	(1,009	)	$	-

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

NOTE 10 – DISCONTINUED OPERATIONS (CONTINUED)

	2025			2024
	Nine months ended
	September 30
	2025			2024

Net cash flows provided by (used by) discontinued operations

From operating activities		515			25
From investing activities		(44	)		(4	)
From financing activities		(132	)		(88	)
Net cash flows provided by (used by) discontinued operations		339			(67	)

NOTE 11 – OPERATING SEGMENTS:

The Company and its subsidiaries are engaged in the following two segments:

	a.	Retail automation solutions – Smart Carts (“Smart Carts”)

	b.	Manufacturing and selling of precision metal parts – “Precision Metal Parts”

SCHEDULE OF OPERATING SEGMENTS

	Precision Metal Parts			Smart Carts		Total
	Nine months ended September 30, 2025
	Precision Metal Parts			Smart Carts		Total
Revenues
External	$	3,668		$	586	$	4,254
Inter-segment		-			-		-
Total		3,668			586		4,254

Cost of revenues
External		2,811			67		2,878
Inter-segment		-			-		-
Total		2,811			67		2,878

Segment operational loss (gain)		(1	)		17,486		17,485
Loss (gain) on revaluation of warrant liability							905
Other expenses							-

Financial expenses, net							(71	)
Tax income							-

Loss							18,319

	Precision Metal Parts			Smart Carts		Total
	Nine months ended September 30, 2024
	Precision Metal Parts			Smart Carts		Total
Revenues
External	$	3,649		$	308	$	3,957
Inter-segment		-			-		-
Total		3,649			308		3,957

Cost of revenues
External		2,582			276		2,858
Inter-segment		-			-		-
Total		2,582			276		2,858

Segment operational loss (gain)		(72	)		9,128		9,056
Loss (gain) on revaluation of warrant liability							(3,236	)
Other expenses							-
Financial expenses, net							143
Tax income							-

Loss							5,963

A2Z CUST2MATE SOLUTIONS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

NOTE 11 - OPERATING SEGMENTS (CONTINUED)

	Precision Metal Parts			Smart Carts		Total
	Three months ended September 30, 2025
	Precision Metal Parts			Smart Carts		Total
Revenues
External	$	1,335		$	212	$	1,547
Inter-segment		-			-		-
Total		1,335			212		1,547

Cost of revenues
External		964			57		1,021
Inter-segment		-			-		-
Total		964			57		1,021

Segment operational loss (gain)		(67	)		4,180		4,113
Loss (gain) on revaluation of warrant liability							(2,830	)
Financial expenses, net							116
Tax income							-

Loss							1,399

	Precision Metal Parts			Smart Carts		Total
	Three months ended September 30, 2024
	Precision Metal Parts			Smart Carts		Total
Revenues
External	$	1,418		$	154	$	1,572
Inter-segment		-			-		-
Total		1,418			154		1,572

Cost of revenues
External		840			42		882
Inter-segment		-			-		-
Total		840			42		882
Cost of revenues		840			42		882

Segment operational loss (gain)		(248	)		2,874		2,626
Loss (gain) on revaluation of warrant liability							539
Other expenses							-
Financial expenses, net							63
Tax income							-

Loss							3,228

	As at September 30, 2025
	Precision Metal Parts		Smart Carts		Total

Segment assets	$	3,417	$	78,498	$	81,915
Segment liabilities	$	1,456	$	9,196	$	10,652

	As at December 31, 2024
	Precision Metal Parts		Discontinued operations		Smart Carts		Total
Segment assets	$	3,017	$	1,043	$	14,818	$	18,878
Segment liabilities	$	2,138	$	717	$	9,179	$	12,034

NOTE 12 – SUBSEQUENT EVENTS

During the period between October 1, 2025, and November 13, 2025, the Company issued 904,359 shares in respect of 904,359 exercised warrants for total proceeds of $4,358.

EX-99.2 3 ex99-2.htm EX-99.2

Exhibit 99.2

A2Z Cust2Mate Solutions Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Nine Months Ended September 30, 2025

(Expressed in U.S. Dollars)

November 13, 2025

The following Management’s Discussion and Analysis (“MD&A”) for A2Z Cust2Mate Solutions Corp (“A2Z” or the “Company”) is prepared as of November 13, 2025, and relates to the financial condition and results of operations of the Company for the nine months ended September 30, 2025. Past performance may not be indicative of future performance. This MD&A should be read in conjunction with the Company’s audited consolidated annual financial statements for the year ended December 31, 2024, and with the Company’s condensed consolidated interim financial statements for the nine months ended September 30, 2025, which have been prepared using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board (“collectively IFRS Accounting Standards or IFRS”).

All amounts are presented in United States dollars (“USD” or “$”), the Company’s presentation currency, unless otherwise stated.

Statements are subject to the risks and uncertainties identified in the “Risks and Uncertainties”, and “Cautionary Note Regarding Forward-Looking Statements” sections of this document. Readers are cautioned not to put undue reliance on forward-looking statements.

COMPANY OVERVIEW

The Company has been listed on the NASDAQ Stock Market LLC (“Nasdaq”) starting January 22, 2022, and traded under the symbol “AZ”. The Company was listed on the TSX Venture Exchange (“TSX.V”) in Toronto until February 28, 2024. Following approval for a voluntary delisting, the Company no longer trades on the TSX.V but has remained a reporting issuer in Canada and its common shares, no par value per share (the “Common Shares”) remain listed on Nasdaq under the symbol “AZ”.

As of September 30, 2025, the Company had two key subsidiaries, both incorporated under the laws of Israel: (1) Cust2mate Ltd. (“Cust2mate”); and (2) Isramat Ltd. (“A2Z Isramat”), the “Subsidiaries”). On August 10, 2023, Cust2mate announced the launch of Cust2mate USA Inc. (Cust2mate USA”), a subsidiary incorporated on July 12, 2023, under the laws of Delaware.

The Company’s activities through A2Z Isramat include the development of precision metal parts for the military and security markets, as well as for the civilian markets.

On June 30, 2025, the Company entered into a share purchase agreement (the “A2ZMS Agreement”) pursuant to which it sold its wholly-owned subsidiary A2ZMS Advanced Military Solutions Ltd., a company organized under the laws of Israel (“A2ZMS”), to a purchaser residing in Israel for a purchase price of 500,000 ILS. The purchaser is related to a director of the Company, and the A2ZMS Agreement was approved by all of the non-interested directors of the Company. The Company received an independent valuation of A2ZMS in connection with this transaction.

Smart Cart Products and Services

Cust2Mate is a mobile self-checkout shopping cart solution that streamlines the retail shopping experience. With a user-friendly smart algorithm, touch screen and proprietary software, our Cust2Mate smart cart scans, recognizes and adds to a displayed shopping list, each item placed in the cart, providing the shopper with real-time information regarding items in the cart and tabulating the total cost of purchase. Our in-cart solution also enables shoppers to use the cart as the point of sale by use of mobile payment applications, e-wallets and other financial services. Cust2Mate’s point of sale feature effectively increases overall efficiency of the shopping experience, by expanding payment options for shoppers and retailers alike, reducing the need for cashiers, and reducing checkout wait times, which ultimately leads to improved customer engagement and satisfaction.

We combine scanning, computer vision, security scales and other anti-fraud/theft technologies, with a large screen tablet capable of relaying real-time shopping information and value-added digital services. Our solution is stackable and lightweight, with a robust recognition platform that provides a higher level of accuracy in product identification, leveraging in-store Wi-Fi and cutting-edge software.

For retailers, Cust2Mate enables improved inventory management, increased efficiency, reduced labor costs, increased anti-fraud protection, reduced theft, larger spend by shoppers, improved product mix and real-time data analytics and insights regarding consumer behavior. Our solutions are designed to easily integrate with existing store systems.

The Cust2Mate touch screen allows for the display of advertisements, promotions and other digital services which can bring added value to shoppers and additional revenue sources to retailers.

We have launched a modular version of the Cust2Mate smart cart, allowing local set-up with modular parts, making mass production and deployment of our smart carts faster and more efficient. With a detachable control unit, our new generation cart will employ the same technologies as our previous offerings, presently deployed in the Yochananof retail chain in Israel and in pilot programs throughout the world.

Our largest smart carts are available in 212 liter and 275 liter sizes, and customized at the discretion of retailers.

We also offer smaller, lighter smart carts, available in 180 liter and 75 liter sizes, with the same touch screen, detachable control panel and security features of our larger carts. Our smaller carts are ideal for urban groceries and supermarkets, drugstores and duty-free shops, where aisles space tends to be limited.

We leverage third-party partners for the manufacture of our Cust2Mate Products in the locations we serve.

Our Customers

M. Yochananof and Sons (1988) Ltd. (“Yochananof”), a large Israeli retailer, has been our largest Cust2Mate customer to date. On September 3, 2025, we announced that we secured an initial order for 5,000 next-generation Cust2Mate 3.0 Smart Carts from Yochananof. The value of the order exceeds $55 million. Rollout of the smart carts began in the third quarter of 2025 and is expected to be completed by the end of 2026. A2Z Cust2mate will purchase Yochananof’s existing Gen 2.5 carts, previously acquired by Yochananof, for $7M, as deployment of the Gen 3 smart carts progresses. In addition, both companies entered into a data, retail media and digital services agreement.

HaStok Concept Ltd., one of Israel’s leading home design and household essentials retail chain with approximately 40 stores across Israel, delivered a purchase order on April 20, 2023. The agreement marked a significant expansion for our smart cart solution into a new vertical outside of grocery retail. The Hastok purchase order was for up to 1,000 smart carts and is comprised of an upfront payment, a guaranteed monthly payment, and a revenue share agreement on added value solutions, such as advertising. On October 31, 2023, Hastok increased its order by an additional 1,000 smart carts, to a total of 2,000 smart carts.

On September 19, 2024, we announced that we had entered into a framework agreement with Level 10, LLC, a leading retail IT service provider, for in-field installation, deployment, in-store and laboratory support, maintenance, help desk services and warranty fulfillment related to the company’s Cust2Mate smart cart solutions to be rolled out in the United States.

On September 10, 2024, we announced our strategic partnership with Nayax Ltd., a global commerce enablement payments and loyalty platform designed to help merchants scale their business, to pair Nayax’s convenient automated self-service retail mobile payment system with our innovative smart cart platform for smart retail stores. The smart carts with Nayax’s payment solution will initially be deployed in France. Further, on September 25, 2024, we announced that we had entered into a framework agreement with Nayax Capital, whereby Nayax Capital will enable financing for the sale or lease of Cust2Mate smart carts enabled with Nayax’s complete solution.

On October 10, 2024, we announced that we signed a framework agreement with Trixo (“Trixo”), a leading retail technology integrator providing technology and IT and other services in Mexico and Central America, for in-field installation, deployment, in-store and laboratory support, maintenance, help desk services and warranty fulfillment related to our Cust2Mate smart cart solutions to be rolled out in Mexico and Central America.

On June 17, 2025, we announced that we secured an initial order for 3,000 next-generation Cust2Mate 3.0 Smart Carts from Trixo. The value of the order exceeds $25 million. The smart carts are designated for rollout starting in the first quarter of 2026. According to the agreement, they will be deployed under the Company’s recurring revenue model, with monthly charges applied per unit for at least 36 months.

On September 9, 2025, we announced an agreement granting the company rights to monetize all retail media, data, and other digital assets generated by its Cust2Mate 3.0 smart shopping carts deployed at Yochananof, Israel’s premier supermarket chain. Based on historical usage data, each cart can generate more than 25,000 impressions per month, with the Company paying Yochananof a fixed sum for ads sold on a cost per thousand impressions basis. The agreement creates new revenue streams through advertising, consumer data analytics, and the development of a smart cart marketplace, positioning the Company to capture value in the rapidly growing $170 billion global retail media segment and the projected $20.3 billion retail data monetization platform market by 2033.

On September 22, 2025, we announced a new milestone in our retail media journey through a landmark advertising agreement with Toys “R” Us Israel and The Red Pirate, two leading toy retail chains. For the first time, these household names will connect directly with shoppers through Cust2Mate’s cutting-edge smart carts - turning everyday grocery trips into interactive retail media experiences. The campaigns will run across up to 5,000 smart carts currently rolling out in Yochananof, Israel’s premier supermarket chain, delivering dynamic image, animation, and video ads designed to spark shopper engagement. The multi-year agreement, effective until December 2028 with an optional two-year extension, establishes Cust2Mate as a pioneering force in retail media monetization. In addition to payment based on a cost-per-thousand impressions (CPM) model, campaigns will feature QR codes and shoppable links driving purchases directly to the toy chains’ websites and apps, with Cust2Mate earning commissions on every completed transaction. Under the Agreement, Cust2Mate is guaranteed a minimum of $1.2 million in revenue starting January 2026 over the initial term, laying the foundation for recurring, performance-driven income streams.

On October 1, 2025, we announced an agreement to advertise Lego products in Israel, marking an additional milestone in the company’s rapidly expanding retail media strategy. Unlike many retail media platforms that rely solely on ad impressions, this agreement also provides Cust2Mate with commissions on every completed transaction-unlocking a powerful dual revenue stream that maximizes long-term value.

Our objective is to continue to generate significant additional orders for Cust2Mate smart carts in 2025.

Our Markets

We aspire to be the global leading provider of smart carts and associated technology solutions, providing a superior customer experience and cutting-edge platform for digital value-added services, easing the pain points for all stakeholders in the retail industry.

The market for smart carts is large and diverse, and includes grocery stores, hardware stores, household essentials, “do it yourself (DIY)” retailers, discount stores, warehouse stores, convenience stores, drug stores, duty free shops and similar outlets.

We have designed the range of our Cust2Mate smart carts to accommodate the needs of a varied customer base: large carts for hypermarkets or large stores, medium carts for supermarkets or medium sized stores, and small carts for city stores, drug stores, duty free shops, etc. We are also able to customize our carts with a “look and feel” unique to each retailer as requested.

Business Model

We envision deriving several distinct revenue stream opportunities from big data, retail media, and third party applications:

	●	Outright Purchase Model. The outright purchase of smart carts by customers and payment of a monthly maintenance fee has been the business model to date. For example, the first 1,300 carts ordered by Yochananof were sold to it outright with revenue recognized upon delivery. We intend to move away from this model; however, it will remain available as some retailers prefer this option.

	●	Subscription Based Model. We intend to retain title to our smart carts and make them available to customers on a multiyear subscription basis, against payment of a one-time up-front payment and monthly fees to cover hardware and software maintenance, service and version updates. The length of the subscription period depends on many variables unique to each customer, including the design and customization required by the customer, and the size of the up-front payment. We intend to fund the manufacture of our smart carts at scale, against orders, through loans against receivables from such orders, whilst looking to lower per unit manufacturing costs and increase margin as unit sales increase. The subscription model would also enable us to charge additional fees for add-on features such as store navigation maps, shopping lists, etc. The subscription model should also facilitate the provision of the smart carts to customers and, as revenue would be recognized monthly, would allow for a sustained increase of revenue in conjunction with the increase in the installed base of the smart carts.

	●	Digital Services. As our smart carts are fully integrated into the retailers’ systems, we envision them serving as a de-facto marketplace, which we refer to as a Smart Cart Marketplace, for all retail directed apps and digital services. Our Cust2Mate smart carts incorporate a large touch screen, and can present to the shopper additional information at the discretion of the retailer, such as details of the shopper’s purchases, ingredients of goods purchased, allergy information, shopping lists, in-store navigation for goods, and many more applications, while simultaneously facilitating the provision of real-time personalized and directed promotions, advertisements, e-coupons and other digital services by all stakeholders in the retail industry (such as the retailer, consumer product and other manufacturers and advertisers and any third party service provider that joins the Smart Cart Marketplace). As these promotions, advertisements, coupons, etc., are displayed to the shopper when the shopper is deciding what to buy (and not, for example, when the shopper is paying for products already purchased), we believe that digital services will be of considerable value to shoppers, retailers, manufacturers and other third parties. We intend to enter into revenue sharing agreements with stakeholders, allowing us, our customers and relevant third parties to all enjoy increased revenue streams, whilst simultaneously providing shoppers with significant added value. We believe that digital revenues from the Smart Cart Marketplace can become considerable. As the revenue to retailers from digital services increases, the net cost of our smart carts to retailers is expected to decrease.

●

AI Empowered Big Data Analytics. At present, in many instances the retailer has limited information regarding the actions and decisions of the shopper until the actual time of payment. The retailer may often not know when a shopper has entered the store, how much time a shopper has spent in the store, the route the shopper takes, or where a shopper spends most or as little time in the store, how decisions are actually made by the shopper, and similar customer behavioral information. We are developing software for our smart carts to generate a wealth of data on such shopping behavior which will be made accessible to the Company’s advanced AI service (under development) for insight generation, as well as raw data access to clients for use by with their own advanced data departments. The insights based on the domain knowledge the Company has accumulated from its product will serve stakeholders in the retail industry.

Competition and Competitive Strengths

There are a number of companies currently offering smart carts to the retail industry in one form or another. Our Cust2Mate Products, and some of other industry players, offer mobile self-checkout smart carts in which goods are scanned when placed in the smart cart. Other industry participants offer solutions based on “Scan and Go” or image recognition technologies. We believe we are one of the only smart cart providing a full end-to-end turnkey solution for all customers. Below is a brief summary of the various technologies:

● “Scan and Go” comprises a scanner and small screen, either on cart or connected to an app on the mobile phone. These solutions generally come without large screens and thus cannot efficiently provide information and digital services, without on cart anti-fraud protection and without on cart payment capabilities. Though inexpensive, the scan and go carts do not provide the full user experience and retailer added value offered by our Cust2Mate Products.

● Image Recognition. Many companies are trying to offer smart carts which do not require the scanning of products but instead claim to utilize software which recognizes the products as they are being placed in the smart cart (“one to many”). We believe that there remain technological hurdles to adopting image recognition software both on a practical and conceptual level. On a practical level, every store contains at least several tens of thousands of SKUs which have to be accurately recognized every time in all configurations, from all angles and in different lighting backgrounds, within a very short time without charging the shopper for products not purchased, while charging the shopper for all products purchased. This is a significant technological challenge. On a conceptual level, we believe many types of products are not easily adapted to image recognition, such as clothing size, and meats and cheeses purchased over the counter.

In addition, in an attempt to mitigate the increasing frustration of shoppers at the lengthening queues in the stores, many retailers have installed self-checkout (SCO) stations with the aim that these would lead to a quicker checkout and reduced labor cost. However, these SCO stations have not adequately solved such problems, as check-out queues have not disappeared, and the SCO stations have been accompanied by equipment issues, high up-front costs, consumer confusion, sub-optimal use of space and increased risk of theft.

We believe that our Cust2Mate Products have, and can further develop, the following competitive strengths:

● our smart carts utilize existing technologies proven to work—there is no technological risk to overcome; barcode scanning is a tried and tested, easy to use technology which can easily be adapted for use in a smart cart;

● our software, hardware and customer success teams have, among them, decades of experience in retail technology, supporting our efforts to design one stop shop smart cart solutions which answer the needs of the shopper, retailer and other stakeholders in the retail industry;

● our smart carts have a proven track record with hundreds of smart carts deployed in multiple sites and markets, enabling us to provide the most comprehensive working solution, customer experience and digital platform;

● our smart carts have multiple anti-fraud/theft capabilities which are designed to significantly reduce shrinkage from the carts without harming the shopping experience;

● we have a filed a patent application for an AI-driven anomaly detection module which employs deep learning algorithms to monitor and analyze shopper behavior in real-time (the “AI-Powered Shopping Cart Inventory Change Indicator System”), identifying patterns that may indicate theft or other irregular activities, which utilizes high-resolution cameras to capture detailed images of items placed into or removed from the shopping cart. The computer vision system processes these images to detect any changes, enabling the system to identify discrepancies and potential theft attempts, thereby significantly improving inventory accuracy and security.

● we intend to continue the development of “one to one” computer vision software and the AI-Powered Shopping Cart Inventory Change Indicator System and incorporate the solutions in future Cust2Mate smart cart offerings. The solution will supplement the smart car’s other anti-theft and fraud protection components;

● a barcode can provide additional information, over and above product identification; for example, by providing details of the expiry or best before date which could allow dynamic pricing based on proximity of such date;

● our smart carts are designed to be mass deployed in large supermarket chains, thus enabling them to be used by significant portions of the shoppers in the store;

● our smart carts can provide the retail industry with new revenue streams and insights; and

● our contemplated installed base subscription model allows for consistent revenue growth in a very large addressable market.

We continue to improve our smart carts. We have launched a lighter and easier to maneuver modular smart cart with a detachable control unit, allowing the cart, without its expensive components, to leave the store premises and to be retrofitted onto existing carts.

Marketing and Sales

We are currently marketing directly to targeted customers and indirectly through local partners. In Israel, we sell our Cust2Mate Products directly to our retailer customers. Outside of Israel, our local partners are responsible for support, training, implementation and sales of our Cust2Mate Products, while we focus on product development and direct marketing with strategic customers.

We currently have local distribution and service partners in the United States, Mexico and Central America, Australia, France, and Chile. In the United States, we have a non-exclusive relationship with our distributor, who provides products and services to several thousands of stores nationally. On July 12, 2023, Cust2mate established a wholly owned subsidiary Cust2mate USA Inc. (“Cust2Mate USA”) as a strategic move to serve the thriving U.S. retail market more effectively. On September 19, 2024, we announced that we had entered into a framework agreement with Level 10, LLC, a leading retail IT service provider, for in-field installation, deployment, in-store and laboratory support, maintenance, help desk services and warranty fulfillment related to our Cust2Mate smart cart solutions to be rolled out in the United States.

Our distributors in France, Mexico and Central America and Chile (exclusive for certain chains) are leading suppliers and integrators of retail technologies throughout the country.

Our go-to-market strategy is built on the retail, grocery, and DIY markets, with a focus on supermarkets and hypermarket food chains within Tier 1 (thousands of stores) and Tier 2 (hundreds of stores). We will manage targeted customers for Cust2Mate Products in selected regions directly, leveraging select local partners for sales and distribution to chains in Tier 2 and Tier 3 (tens of stores). Our local partners will take full responsibility for support, training, implementation and sales, while we will focus on product development and direct contact with strategic customers.

On September 10, 2024 we announced a strategic partnership with Nayax Ltd., to pair Nayax’s convenient automated self-service retail mobile payment system with A2Z Cust2Mate’s innovative smart cart platform for smart retail stores. Nayax and A2Z Cust2Mate will collaborate to sell the Cust2Mate 3.0 smart cart system with integrated Nayax payment technology as a unified, end-to-end solution for retailers around the world. The first smart carts with Nayax’s payment solution have been deployed in France.

We presently contemplate that Cust2Mate would (directly or through subsidiaries which it would establish for each country), be the provider of the smart carts to the retailers and that Cust2Mate would enter into a revenue share or other commercial arrangement with its local distribution and service partners.

C. Organizational Structure

The following chart lists our material subsidiaries for the nine months ended September 30, 2025, and as at the date of this quarterly report, their respective jurisdictions of incorporation and our direct and indirect ownership interest in each of these subsidiaries:

D. Property, Plants and Equipment

The corporate headquarters of A2Z Cust2Mate Solutions Corp. is located at 1600 - 609 Granville Street Vancouver, British Columbia, Canada V7Y 1C3. One of the Company’s Israeli subsidiaries leases office space with the lease expiring on March 31, 2029. Lease payments are approximately $42 thousand per month ($498 thousand annually). Another one of the Company’s Israeli subsidiaries leases its factory space with the lease expiring on March 31, 2027. Lease payments are approximately $17 thousand per month ($202 thousand annually).

BUSINESS DEVELOPMENTS DURING THE PERIOD

On January 29, 2025, the Company announced the pricing of an underwritten public offering of 3,281,250 Common Shares at a public offering price of $6.40 per share (the “Underwritten Offering”). The Company concurrently announced the pricing of a registered direct offering of 1,406,250 Common Shares at a purchase price of $6.40 per share (the “Registered Direct Offering”). All securities to be sold in the offering are being sold by the Company. The offerings closed on January 29. The total gross proceeds to the company were $30 million, before deducting underwriting discounts and other offering expenses. The Company intends to use the proceeds for continued development and expansion of existing business, and for working capital purposes. Titan Partners Group, a division of American Capital Partners, acted as sole bookrunner for the underwritten public offering. The Company paid $2.4 million in cash toward underwriter discounts and issued to the Underwriter, or its assignees, five-year warrants to purchase 229,688 Common Shares with an exercise price of $8.00 per share. The Company also issued 60,650 Common Shares as finders’ fees to a non-US resident in connection with the Registered Direct Offering, which shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act, for transactions not involving a public offering.

On February 12, 2025, A2ZAS and the shareholders of Cust2Mate Ltd. entered into a share purchase agreement pursuant to which A2ZAS exercised its call option and acquired an additional 66,194 ordinary shares of Cust2Mate Ltd, together constituting 19.81% of the issued and outstanding shares of Cust2Mate Ltd (on a fully diluted basis) for the aggregate purchase price of $1.85 million. After the acquisition of the 66,194 shares in Cust2Mate Ltd, the Company now holds an aggregate 322,743 shares of Cust2Mate Ltd, constituting 96.58% of Cust2Mate Ltd’s issued and outstanding share capital.

On June 17, 2025, we announced that we secured an initial order for 3,000 next-generation Cust2Mate 3.0 Smart Carts from Trixo, a leading retail technology integrator providing technology and IT and other services in Mexico and Central America, for in-field installation, deployment, in-store and laboratory support, maintenance, help desk services and warranty fulfillment related to our Cust2Mate smart cart solutions to be rolled out in Mexico and Central America.

The value of the order exceeds $25 million. The smart carts are designated for rollout starting in the first quarter of 2026. According to the agreement, they will be deployed under the Company’s recurring revenue model, with monthly charges applied per unit for at least 36 months.

On June 30, 2025, the Company entered into a share purchase agreement (the “A2ZMS Agreement”) pursuant to which it sold its wholly-owned subsidiary A2ZMS to a purchaser residing in Israel for a purchase price of 500,000 ILS. The purchaser is related to a director of the Company, and the A2ZMS Agreement was approved by all of the non-interested directors of the Company. The Company received an independent valuation of A2ZMS in connection with this transaction.

On September 3, 2025, we announced that we secured an initial order for 5,000 next-generation Cust2Mate 3.0 Smart Carts from Yochananof. The value of the order exceeds $55 million. Rollout of the smart carts began in the third quarter of 2025 and is expected to be completed by the end of 2026. In addition, both companies have entered into a data, retail media and digital services agreement.

On September 16, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners LLC, as sole bookrunner (the “Underwriter”), relating to an underwritten public offering (the “Offering”) of 5,625,000 of its common shares, no par value per share (the “Common Shares”), with each Common Share sold at a public offering price of $8.00. The offering closed on September 18, 2025. The total gross proceeds from the offerings to the Company were $45,000. The Company paid $3,150 in cash and issued 324,625 warrants as finders’ fees.

DISCUSSIONS OF OPERATIONS

Nine months ended September 30, 2025, compared to the Nine months ended September 30, 2024 )unaudited)

Revenues

	Nine months ended
	September 30,
	2025		2024


Smart Carts		586		308
Precision Metal Parts		3,668		3,649
		4,254		3,957

Revenues for the nine months ended September 30, 2025, were $4,254 thousand as compared to $3,957 thousand for the nine months ended September 30, 2024. The increase is due primarily to the increase in sales from the Company’s precision metal parts segments and smart carts, which amounted to $3,668 thousand and $586 thousand for the nine months ended September 30, 2025, respectively, compared to $3,649 thousand and $308 thousand, respectively, for the nine months ended September 30, 2024.

While revenues from the smart cart division are currently derived from only one customer, revenues from the Company’s precision metal parts segments are derived from hundreds of customers.

Cost of revenues

Cost of revenues for the nine months ended September 30, 2025, was $2,878 thousand as compared to $2,858 thousand for the nine months ended September 30, 2024. The increase is due primarily to the increase in cost of revenues from the Company’s precision metal parts segment, offset by the decrease in cost of revenues from the Company’s smart cart segment. Cost of revenues in the Company’s precision metal parts segment for the nine months ended September 30, 2025, were $2,811 thousand as compared to $2,582 thousand for the nine months ended September 30, 2024. The increase is mainly due to the increase in payroll and related expenses. Cost of revenues in the Company’s smart carts segment for the nine months ended September 30, 2025, were $67 thousand as compared to $276 thousand for the nine months ended September 30, 2024. The decrease is mainly due to the decrease in delivery of smart carts.

Research and development expenses

	Nine months ended
	September 30,
	2025		2024

Payroll and related expenses		2,860		1,891
Subcontractor and outsourced work		499		709
Share-based compensation		3,396		171
Other		57		110
		6,812		2,881

Research and development expenses related to the Company’s Cust2Mate product. Most of these expenses relate to share-based expenses, payroll and outsourced software engineers who work on integrating future customers’ point of sales systems to the Company’s software.

Research and development expenses were $6,812 thousand for the nine months ended September 30, 2025, as compared to $2,881 thousand for the nine months ended September 30, 2024. The increase is due mainly to the increase in share-based expenses and in payroll in the nine months ended September 30, 2025.

Sales and marketing expenses

Sales and marketing expenses were $1,669 thousand for the nine months ended September 30, 2025, as compared to $1,083 thousand for the nine months ended September 30, 2024. The increase is due mainly to the increase in share-based expenses in the nine months ended September 30, 2025.

General and administrative expenses

	Nine months ended
	September 30,
	2025		2024

Payroll and related		2,173		2,153
Professional fees		1,718		1,243
Share-based compensation		4,353		1,456
Depreciation and amortization		317		277
Rent and related expenses		840		432
Travel		224		92
Public company related expenses		364		249
Directors & officers’ insurance		245		176
Other		146		113
		10,380		6,191

General and administrative expenses were $10,380 thousand for the nine months ended September 30, 2025, as compared to $6,191 thousand for the nine months ended September 30, 2024. The increase is primarily due to the increase in share-based compensation which amounted to $4,353 thousand for the nine months ended September 30, 2025, compared to $1,456 thousand for the nine months ended September 30, 2024. Another reason for the increase in general and administrative expenses is the increase in professional fees which amounted to $1,718 thousand for the nine months ended September 30, 2025, compared to $1,243 thousand for the nine months ended September 30, 2024.

Loss on revaluation of warrant liability

Loss on revaluation of warrant liability for the nine months ended September 30, 2025, was $905 thousand as compared to a gain of $3,236 thousand for the nine months ended September 30, 2024.

Financial income, net

Financial income, net for the nine months ended September 30, 2025, was $71 thousand as compared to financial expenses, net of $143 thousand for the nine months ended September 30, 2024. Financial income comprises mainly of interest gains from short-term deposits, revaluation of financial assets, and unrealized gains. Financial expenses comprise of interest on loans and leases, interest and accretion in respect of application of IFRS 16, and credit card charges.

Three months ended September 30, 2025, compared to the three months ended September 30, 2024 (unaudited)

Revenues

	Three months ended
	September 30,
	2025		2024

Smart Carts		212		154
Precision Metal Parts		1,335		1,418
		1,547		1,572

Revenues for the three months ended September 30, 2025, were $1,547 thousand as compared to $1,572 thousand for the three months ended September 30, 2024. The decrease is due primarily to the decrease in sales from the Company’s precision metal parts segment, which was offset in part by the increase in revenues from the smart carts segment.

While revenues from the smart cart division are currently derived from only one customer, revenues from the Company’s precision metal parts segments are derived from hundreds of customers.

Cost of revenues

Cost of revenues for the three months ended September 30, 2025, was $1,021 thousand as compared to $882 thousand for the three months ended September 30, 2024. The increase is due primarily to the increase in cost of revenues from the Company’s precision metal parts segment. Cost of revenues in the Company’s precision metal parts segment for the three months ended September 30, 2025, were $964 thousand as compared to $840 thousand for the three months ended September 30, 2024. The increase is mainly due to the increase in payroll and related expenses. Cost of revenues in the Company’s smart carts segment for the three months ended September 30, 2025, were $57 thousand as compared to $42 thousand for the three months ended September 30, 2024.

Research and development expenses

	Three months ended
	September 30,
	2025		2024

Payroll and related expenses		1,071		621
Subcontractor and outsourced work		125		30
Share-based compensation		383		142
Other		3		-
		1,582		793

Research and development expenses related to the Company’s Cust2Mate product. Most of these expenses relate to payroll and outsourced software engineers who work on integrating future customers’ point of sales systems to the Company’s software.

Research and development expenses were $1,582 thousand for the three months ended September 30, 2025, as compared to $793 thousand for the three months ended September 30, 2024. The increase is due mainly to the increase in share-based expenses and in payroll and related expenses in the three months ended September 30, 2025.

Sales and marketing expenses

Sales and marketing expenses were $413 thousand for the three months ended September 30, 2025, as compared to $188 thousand for the three months ended September 30, 2024. The increase is due mainly to the increase in share-based expenses in the three months ended September 30, 2025.

General and administrative expenses

	Three months ended
	September 30,
	2025		2024

Payroll and related		666		604
Professional fees		370		474
Share-based compensation		803		885
Depreciation and amortization		143		117
Rent and related expenses		291		106
Travel		117		18
Public company related expenses		80		39
Directors & officers’ insurance		95		50
Other		79		41
		2,644		2,334

General and administrative expenses were $2,644 thousand for the three months ended September 30, 2025, as compared to $2,334 thousand for the three months ended September 30, 2024. The increase is primarily due to the increase in rent and related expenses which amounted to $291 thousand for the three months ended September 30, 2025, compared to $106 thousand for the three months ended September 30, 2024.

Loss on revaluation of warrant liability

Gain on revaluation of warrant liability for the three months ended September 30, 2025, was $2,830 thousand as compared to a loss of $539 thousand for the three months ended September 30, 2024.

Financial expenses, net

Financial expenses, net for the three months ended September 30, 2025, was $116 thousand as compared to financial expenses, net of $63 thousand for the three months ended September 30, 2024. Financial income comprises mainly of interest gains from short-term deposits and unrealized gains. Financial expenses comprise of interest on loans and leases, interest and accretion in respect of application of IFRS 16, and credit card charges.

Trends, demands, commitments, events or uncertainties

Current overall economic conditions together with market uncertainty and volatility may have an adverse impact on the demand for the Company’s products and services as industry may adjust quickly to exercise caution on capital spending. This uncertainty may impact the Company’s revenue.

Our financial performance, share price, business prospects and financial condition are subject to numerous risks and uncertainties, and are affected by various factors outside the control of management. Prior to making any investment decision regarding the Company, investors should carefully consider, among other things, the risks described herein and the risk factors set forth in our annual information form dated December 31, 2024, for our most recently completed fiscal year. These risks and uncertainties are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business. If any of these risks occurs, our financial performance, share price, business prospects and financial condition could be materially adversely affected.

REVIEW OF QUARTERLY RESULTS

(In Thousands)	30/09/2025			30/06/2025			31/03/2025			31/12/2024
Total revenues	$	1,547		$	1,160		$	1,547		$	1,419
Gross profit	$	526		$	270		$	580		$	776
Total comprehensive loss from continuing operations	$	(2,695	)	$	(10,095	)	$	(4,954	)	$	(11,879	)
Basic and diluted gain (loss) per share from continuing operations	$	(0.07	)	$	(0.31	)	$	(0.16	)	$	(0.40	)

(In Thousands)	30/09/2024			30/06/2024			31/03/2024			31/12/2023
Total revenues	$	1,572		$	1,144		$	1,240		$	676
Gross profit	$	690		$	85		$	324		$	(282	)
Total comprehensive loss from continuing operations	$	(3,399	)	$	(2,532	)	$	(672	)	$	(3,817	)
Basic and diluted gain (loss) per share from continuing operations	$	(0.16	)	$	(0.16	)	$	0.02		$	(0.24	)

The loss per quarter and related net loss per share are a function of the level of activity that took place during the relevant quarter. Operating losses in the first three quarters of 2025 and throughout 2024 remained consistent. The reason for the losses is due to increased research and development expenses and general and administrative costs, largely due to the Company’s expansion ahead of expected increased revenues in future periods On September 24, 2024, the Board approved a 1-for-2.5 reverse stock split, (the “Reverse Split”). Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is a measure of a company’s ability to meet potential cash requirements. The Company has historically met its capital requirements through the issuance of Common Shares and securing bank loans.

The Company has incurred recurring losses and negative cash flows from operating activities since inception, such that as of September 30, 2025, the Company had accumulated losses of $120,693 thousand and a net loss in the amount of $20,744 thousand for the nine months ended September 30, 2025. As of the date of the issuance of the accompanied condensed consolidated financial statements, the Company has not yet commenced generating sufficient revenues to fund its operations. Following the equity raised during the first quarter of 2025, the Company has sufficient working capital for at least the next 12 months.

Working capital (In Thousands)

	September 30, 2025 (unaudited)		December 31, 2024
Cash and cash equivalents		43,184		13,526
Short-term deposits		2,618		206
Financial assets at fair value		24,605		-
Inventories		4,378		796
Trade receivables		1,745		2,024
Other accounts receivable		1,499		581
Total current assets		78,029		17,133

Short term loan and current portion of long-term loans		8		826
Lease liability		509		217
Trade payables		2,071		1,834
Other accounts payable		1,447		918
Warrant liability		5,065		7,743
Total current liabilities		9,100		11,538

Working capital		68,929		5,595

Cash flow (In Thousands)

	Nine months ended September 30,
	2025			2024
Net cash used in operating activities		(13,694	)		(8,287	)
Net cash used in investing activities		(28,286	)		(108	)
Net cash provided from financing activities		74,468			10,170
Increase (decrease) in cash		32,488			1,775

Cash position

During the nine months ended September 30, 2025, the Company’s overall cash position increased by $32,488 thousand as compared to an increase of $1,775 thousand for the nine months ended September 30, 2024. This increase can be attributed to the following activities:

Operating activities

The Company’s net cash used in operating activities during the nine months ended September 30, 2025, was $13,694 thousand as compared to $8,287 thousand for the nine months ended September 30, 2024.

Investing activities

Cash used in investing activities for the nine months ended September 30, 2025, was $28,286 thousand as compared to $108 thousand used in investing activities during the nine months ended September 30, 2024. The increase was mainly due to an increase in financial assets at fair value in the amount of $24,605 thousand and in short-term deposits in the amount of $2,475 thousand.

Financing activities

Cash provided from financing activities for the nine months ended September 30, 2025, was $74,468 thousand, and was mainly due to the issuance of shares in the amount of $69,242 thousand, and the exercise of warrants in the amount of $7,795 thousand, offset by transactions with non-controlling interests in the amount of $1,850 thousand, repayment of loans in the amount of $850 thousand and lease payments in the amount of $460 thousand. Cash provided from financing activities for the nine months ended September 30, 2024, was $10,170 thousand, and was mainly due to the issuance of shares and warrants in the amount of $10,563 thousand, offset by lease payments in the amount of $449 thousand.

Capital Resources

The Company is an early-stage technology company focused on research and development of its products and currently does not generate significant cash flows from some areas of its operations.

On January 29, 2025, the Company announced the pricing of an underwritten public offering of 3,281,250 Common Shares at a public offering price of $6.40 per share (the “Underwritten Offering”). The Company concurrently announced the pricing of a registered direct offering of 1,406,250 Common Shares at a purchase price of $6.40 per share (the “Registered Direct Offering”). All securities sold in the offering were sold by the Company pursuant to an underwriting agreement entered into on January 27, 2025, with respect to the Underwritten Offering, and securities purchase agreements entered into on January 27, 2025, with respect to the Registered Direct Offering. The offerings closed on January 29, 2025. The total gross proceeds to the company were $30 million, before deducting underwriting discounts and other offering expenses. The Company intends to use the proceeds for continued development and expansion of existing business, and for working capital purposes. Titan Partners Group LLC, a division of American Capital Partners LLC, acted as sole bookrunner for the underwritten public offering. The Company paid $2.4 million in cash toward underwriter discounts and issued to the underwriter, or its assignees, five-year warrants to purchase 229,688 common shares with an exercise price of $8.00 per share. The Company also issued 60,650 Common Shares as finders’ fees to a non-US resident in connection with the Registered Direct Offering, which shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act, for transactions not involving a public offering.

On September 16, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners LLC, as sole bookrunner (the “Underwriter”), relating to an underwritten public offering (the “Offering”) of 5,625,000 of its common shares, no par value per share (the “Common Shares”), with each Common Share sold at a public offering price of $8.00. The offering closed on September 18, 2025. The total gross proceeds from the offerings to the Company were $45 million. The Company paid $3.15 million in cash and issued 324,625 warrants as finders’ fees.

As of September 30, 2025, the Company has used approximately $14 million of the funds raised in the Underwritten Offerings for continued development and expansion of existing business and for working capital purposes. Also, the Company used an additional $1.85 million for the purchase an additional 66,194 ordinary shares of Cust2Mate, together constituting 19.81% of the issued and outstanding shares of Cust2Mate (on a fully diluted basis). After the acquisition of the 66,194 shares in Cust2Mate, the Company now holds an aggregate 322,743 shares of Cust2Mate, constituting 96.58% of Cust2Mate’s issued and outstanding share capital.

As at September 30, 2025, the Company had an estimated working capital of $68.9 million including a cash balance of $43.2 million.

Short-term borrowings

Short term borrowing relates to bank loans which will be repaid in over the following 12 months. The Company requires short-term borrowing from time to time to accommodate urgent requests from customers that require an initial outlay of cash by the Company.

Long-term borrowings

Long-term borrowing relates to bank loans which will be repaid after the following 12 months. Currently, the nature of cash requirements by the Company can fluctuate greatly from year to year as the Company is reliant on a relatively small pool of customers that have shifting needs. As contracts can vary greatly from year to year the Company is sometimes required to take on long term debt.

No History of Dividends

Since incorporation, the Company has not paid any cash or other dividends on its Common Shares and does not expect to pay such dividends in the foreseeable future.

Management of Capital

The Company’s main use for liquidity is to fund the development of its programs and working capital purposes. These activities include staffing and administrative costs. The primary source of liquidity has been from financing activities to date. The ability to fund operations, to make planned capital expenditures and execute the growth/acquisition strategy depends on the future operating performance and cash flows, which are subject to prevailing economic conditions, regulatory and financial, business and other factors, some of which are beyond the Company’s control.

The Company intends to grow rapidly and expand its operations within the next 12 to 24 months. This growth, along with the expectation of operating at a loss for at minimum the next 12 months, will diminish the Company’s working capital. However, the financings completed in the first and third quarters of 2025 have provided the Company with sufficient funds to continue for at least the next 12 months. To the extent that the Company raises further capital, any additional equity financing may be dilutive to investors and debt financing, if available, may involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Company, if at all. If the Company is unable to obtain additional financing as needed, it may be required to and has the ability to reduce the scope of its operations or anticipated expansion.

OFF BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements to which the Company is committed.

TRANSACTIONS WITH RELATED PARTIES

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making operating and financial decisions. This would include the Company’s senior Management, who are considered to be key management personnel by the Company.

Parties are also related if they are subject to common control or significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

The following transactions arose with related parties: (unaudited, in Thousands of US$)

	Nine months ended September 30, 2025
	Directors Fees		Consulting Fees / Salaries		Share based awards		Total		Amounts owing by (to) as of September 30, 2025
Director and former CEO	$	-		483		-		483		(17	)
Director and CEO		-		850		5,736		6,586		(50	)
CFO		-		25		-		25		(4	)
Directors		23		-		-		23		(3	)
	$	23		1,358		5,736		7,118		(74	)

	Three months ended September 30, 2025
	Directors Fees		Consulting Fees / Salaries		Share based awards		Total		Amounts owing by (to) as of September 30, 2025
Director and former CEO	$	-		83		-		83		(17	)
Director and CEO		-		150		-		150		(50	)
CFO		-		8		-		8		(4	)
Directors		8		-		-		8		(3	)
	$	8		241		-		249		(74	)

	Nine months ended September 30, 2024
	Directors Fees		Consulting Fees / Salaries		Share based awards		Total		Amounts owing by (to) as of September 30, 2024
Chairman and former CEO	$	-	$	567	$	-	$	567	$	(157	)
Director and CEO		-		243		249		492		(27	)
CFO		-		18		31		49		(2	)
Directors		27		-		63		90		(4	)
	$	27	$	828	$	343	$	1,198	$	(190	)

	Three months ended September 30, 2024
	Directors Fees		Consulting Fees / Salaries		Share based awards		Total		Amounts owing by (to) as of September 30, 2024
Director and former CEO	$	-	$	162	$	-	$	162	$	(157	)
Director and CEO		-		81		249		330		(27	)
CFO		-		6		31		37		(2	)
Directors		9		-		63		72		(4	)
	$	9	$	249	$	343	$	601	$	(190	)

(1)	The Company’s former CEO has a consulting agreement with the Company pursuant to which he earns $27,000 per month.
(2)	The Company’s CFO has a consulting agreement with the Company pursuant to which he earns CAD 4,000 per month.
(3)	The Company’s CEO has a consulting agreement with the Company pursuant to which he earns $50,000 per month.
(4)	Three non-executive directors earn directors’ fees of $1,000 per month

Financial Instruments and Financial Risk Exposure

The Company is exposed to a variety of financial risks, which results from its financing, operating and investing activities. The objective of financial risk management is to contain, where appropriate, exposures in these financial risks to limit any negative impact on the Company’s financial performance and position.

The Company’s financial instruments are its cash, trade and other receivables, payables, other payables and loans. The main purpose of these financial instruments is to raise finance for the Company’s operation. The Company actively measures, monitors and manages its financial risk exposures by various functions pursuant to the segregation of duties and principals. The risks arising from the Company’s financial instruments are mainly credit risk and currency risk. The risk rate on loans is fixed. The risk management policies employed by the Company to manage these risks are discussed below.

Liquidity Risk:

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they come due. As of September 30, 2025, the Company has a working capital balance of $68,909 thousand (December 31, 2024 –working capital of $5,595 thousand). The table below presents the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:

Contractual (unaudited)
	Carrying amounts		Within 1 year		over 1 year
Trade payables	$	2,071	$	2,071	$	-
Other accounts payable		1,447		1,447		-
Loans		38		8		30
Lease liability		2,031		509		1,522
Total	$	5,587	$	4,035	$	1,552

Credit risk:

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the balance sheet date. The Company closely monitors the activities of its counterparties and controls the access to its intellectual property which enables it to ensure the prompt collection of customers’ balances. The Company’s main financial assets are cash and cash equivalents, financial assets, trade receivables, as well as other receivables and represent the Company’s maximum exposure to credit risk in connection with its financial assets. The Company’s investment strategy regarding its financial assets is the preservation of capital; the Company does not invest for trading or speculative purposes. The Company holds level 1 short-term investments with yields ranging between 3.70% to 4.35% That part of the Company’s business of providing maintenance services of various electronic systems is highly competitive and involves a certain degree of risk.

Market risks:

The Company’s business operations will depend largely upon the outcome of continued sales and services to security establishments and the commercialization of its products and services currently in development.

The Company’s Cust2Mate smart cart platform is new and the Company is aware of competitors in the market. In addition to the regular management oversight and skills required, success in this segment will require the Company to penetrate the market as rapidly as possible.

Critical Accounting Policies and Estimates

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates; the Company has determined the functional currency of each entity to be the new Israeli Shekel. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. The Company’s functional currency is the NIS, and its presentation currency is the U.S. dollar.

The critical judgments and significant estimates in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are the same as at December 31, 2024:

The useful life of property and equipment

Property and equipment are amortized or depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of comprehensive income in specific periods.

Determining the fair value of share-based payment transactions

The fair value of share-based payment transactions is determined upon initial recognition by the Binomial model. The Binomial model is based on share price and exercise price and assumptions regarding expected volatility, term of share option, dividend yield and risk-free interest rate.

Derivative liability – Warrants

The Company uses the Black-Scholes option-pricing model to estimate fair value at each reporting date. The key assumptions used in the model are the expected future volatility in the price of the Company’s Common Shares and the expected life of the warrants.

New Accounting Standards

Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)

On 15 August 2023, the IASB issued Lack of Exchangeability which amended IAS 21 The Effects of Changes in Foreign Exchange Rates (the “Amendments”).

When applying the Amendments, an entity is not permitted to restate comparative information

These Amendments have had no material effect on the interim condensed consolidated financial statements.

MANAGEMENTS RESPONSIBILITY FOR FINANCIAL STATEMENTS

Evaluation of disclosure controls and procedures

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company. As such, we maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings is recorded, processed, summarized, and reported within the time periods specified by the Canadian Securities Administrators rules and forms. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s report on internal controls over financial reporting

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining effective internal controls over financial reporting. Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Because of their inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our Management found our material weakness to be a result of a lack of sufficient accounting resources with relevant technical accounting skills to address issues related to the financial statement close process, and because of the size of the Company and its staff complement, we were not able to sufficiently design internal controls to provide the appropriate level of oversight regarding the financial recordkeeping and review of the Company’s financial reporting and accumulate and communicate such information to our management to allow timely decisions regarding disclosure.

To remediate the material weakness in our internal controls over financial reporting described above, we have initiated remedial measures and are taking additional measures to remediate this material weakness. First, we are continuing to roll out an enhanced financial and accounting system. Second, we have hired additional personnel. Third, we are strengthening our controls on financial reporting, with the assistance of outside consultants, experts in the controls and procedures over financing reporting. Consistent with our stage of development, we continue to rely on risk-mitigating procedures during our financial closing process in order to provide comfort that the financial statements are presented fairly in accordance with IFRS.

There were no other changes in internal control over financial reporting during the most recent interim period that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

CURRENT SHARE DATA

A2Z is authorized to issue an unlimited number of Common Shares. As of the date of this MD&A there were 42,827,662 Common Shares issued and outstanding. In addition, the following warrants and options were outstanding:

Outstanding as of the date of this report			Date of expiry	Exercise price USD
	546,653	Warrants	December 24, 2025	$	5.40
	88,440	Warrants	April 14, 2026	$	21.95
	433,825	Warrants	May 28, 2026	$	21.95
	192,701	Warrants	December 13, 2025	$	3.75
	586,193	Warrants	January 11, 2026	$	3.75
	3,200	Warrants	October 2, 2026	$	1.88
	244,401	Warrants	January 29, 2030	$	8.00
	324,625	Warrants	September 16, 2030	$	10.00
	20,000	Options	June 3, 2026	$	14.62
	6,670	Options	October 28, 2026	$	13.93
	360,000	Options	August 2, 2032	$	6.19
	120,000	Options	August 21, 2032	$	6.96
	320,000	Options	January 4, 2033	$	2.87
	40,000	Options	November 25, 2027	$	3.49
	105,000	Options	April 18, 2033	$	2.78
	441,000	Options	August 14, 2029	$	1.78
	105,000	Options	January 15, 2035	$	6.40
	500,000	Options	February 12, 2035	$	6.40
	30,000	Options	June 20, 2035	$	1.775
	199,000	Options	June 20, 2035	$	6.40
	239,000	Options	October 9, 2035	$	8.00
	4,905,708

RISKS

Dilution

The Company has limited financial resources and has financed its operations primarily through the sale of securities such as Common Shares. The Company may need to continue its reliance on the sale of such securities for future financing, resulting in dilution to the Company’s existing shareholders.

Capital and Liquidity Risk

The amount of financial resources available to invest for the enhancement of shareholder value is dependent upon the size of the treasury, profitable operations, and a willingness to utilize debt and issue equity. Due to the size of the Company, financial resources are limited and if the Company exceeds growth expectations or finds investment opportunities it may require debt or equity financing. There is no assurance that the Company will be able to obtain additional financial resources that may be required to successfully finance transactions or compete in its markets on favorable commercial terms.

Acquisition and Expansion Risk

The Company intends to expand its operations through organic growth, adaptation of its technology and products to the civilian markets, development of new technologies and depending on certain conditions, by identifying a proposed acquisition.

Dependence on Key Personnel

Loss of certain members of the executive team or key operational leaders of the company could have a disruptive effect on the implementation of the Company’s business strategy and the efficient running of day-to-day operations until their replacement is found. Recruiting personnel is time consuming and expensive and the competition for professionals is intense.

The Company may be unable to retain its key employees or attract, assimilate, retain or train other necessary qualified employees, which may restrict its growth potential.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of the Ontario Securities Act . These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward looking terminology such as “anticipates”, “plans”, “budget”, “scheduled”, “continue”, “estimates”, “forecasts”, “expect”, “is expected”, “project”, “propose”, “potential”, “targeting”, “intends”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by readers, as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth above. Although the Company has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Readers are cautioned that the foregoing lists of factors are not exhaustive. Forward looking statements are made as of the date hereof and accordingly are subject to change after such date. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. The Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

OTHER INFORMATION

Additional information related to the Company, is available for viewing on SEDAR+ at www.sedarplus.ca/home/.

EX-99.3 4 ex99-3.htm EX-99.3

Exhibit 99.3

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Gadi Graus, Chief Executive Officer of A2Z CUST2MATE SOLUTIONS CORP., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of A2Z CUST2MATE SOLUTIONS CORP. (the “issuer”) for the interim period ended September 30, 2025.

2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”)

5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the interim period ended

	(a)	a description of the material weakness;

	(b)	the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

	(c)	the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3	Limitation on scope of design: N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025, and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 13, 2025

“Gadi Graus”
Gadi Graus
Chief Executive Officer

EX-99.4 5 ex99-4.htm EX-99.4

Exhibit 99.4

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Alan Rootenberg, Chief Financial Officer of A2Z CUST2MATE SOLUTIONS CORP., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of A2Z CUST2MATE SOLUTIONS CORP. (the “issuer”) for the interim period ended September 30, 2025.

2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”)

5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the interim period ended

	(d)	a description of the material weakness;

	(e)	the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

	(f)	the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3	Limitation on scope of design: N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025, and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 13, 2025

“Alan Rootenberg”
Alan Rootenberg
Chief Financial Officer