A2z Cust2mate Solutions Corp 40-F/A, filed Feb 28, 2023
A2z Cust2mate Solutions Corp. (AZ)
About this 40-F/A
A2z Cust2mate Solutions Corp filed this 40-F/A on February 28, 2023, covering the fiscal year ended December 31, 2021.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
or
| For
the fiscal year ended |
Commission
File Number: |
(Exact name of registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English (if applicable))
(Province or other jurisdiction of incorporation
or organization)
(Primary Standard Industrial Classification Code Number (if applicable))
N/A
(I.R.S. Employer Identification Number (if applicable))
(
(Address and telephone number of Registrant’s principal executive offices)
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
For annual reports, indicate by check mark the information filed with this Form:
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The number of common shares of the issuer outstanding as of December 31, 2021 was .
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
| NO ☐ |
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
| NO ☐ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
| Auditor Name | Auditor Firm ID | Auditor Location | ||
EXPLANATORY NOTE
Except as set forth above, this Amendment No. 2 does not modify or update any of the disclosures in the Original Form 40-F. This Amendment No. 2 speaks as of the time of filing the Original Form 40-F, and does not reflect events that may have occurred subsequent to such filing.
NASDAQ CORPORATE GOVERNANCE
The Registrant is a foreign private issuer and complies with corporate governance requirements of both the TSX Venture Exchange and NASDAQ.
NASDAQ Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of the requirements of the Rule 5600 Series, the requirement to distribute annual and interim reports set forth in Rule 5250(d), and the Direct Registration Program requirement set forth in Rules 5210(c) and 5255; provided, however, that such a company shall comply with the Notification of Material Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), have an audit committee that satisfies Rule 5605(c)(3), and ensure that such audit committee’s members meet the independence requirement in Rule 5605(c)(2)(A)(ii).
The Registrant has reviewed the NASDAQ corporate governance requirements and confirms that except as described below, the Registrant is in compliance with the NASDAQ corporate governance standards in all significant respects:
The Registrant does not follow Rule 5620(c), under which the Nasdaq minimum quorum requirement for a shareholder meeting is 33-1/3% of the outstanding shares of common stock. In addition, a registrant listed on Nasdaq is required to state its quorum requirement in its by-laws. The Registrant’s quorum requirement is set forth in its articles. A quorum for a meeting of shareholders of the Registrant is two shareholders or proxyholders that hold or represent, as applicable, not less than 5% of the issued and outstanding shares entitled to be voted at the meeting. In lieu of following Rule 5620(c), the Registrant follows the rules of the TSX Venture Exchange.
The Registrant does not follow Rule 5635(d), which requires shareholder approval in order to enter into any transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common shares (or securities convertible into or exercisable for ordinary common shares) equal to 20% or more of the outstanding share capital of the Company or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the ordinary shares. We will follow British Columbia, Canada law with respect to any requirement to obtain shareholder approval in connection with any private placements of equity securities.
The foregoing is consistent with the laws, customs, and practices in the province of British Columbia and Canada.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this amendment to our Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
A2Z SMART TECHNOLOGIES CORP.
| By: | /s/ Gadi Graus | |
| Name: | Gadi Graus | |
| Title: | President and Director |
DATE: February 28, 2023.
EXHIBIT INDEX
*Previously filed.
**Filed herewith
EXHIBIT 99.5
CERTIFICATION
I, Bentsur Joseph, Chief Executive Officer A2Z Smart Technologies Corp., certify that;
| 1. | I have reviewed this Amendment No. 2 to Annual Report on Form 40-F of A2Z Smart Technologies Corp.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: | February 28, 2023 | |
| By: | /s/ Bentsur Joseph | |
| Name: | Bentsur Joseph | |
| Title: | Chief Executive Officer |
EXHIBIT 99.6
CERTIFICATION
I, Gadi Levin, Chief Financial Officer of A2Z Smart Technologies Corp., certify that;
| 1. | I have reviewed this Amendment No. 2 to Annual Report on Form 40-F of A2Z Smart Technologies Corp.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: | February 28, 2023 | |
| By: | /s/ Gadi Levin | |
| Name: | Gadi Levin | |
| Title: | Chief Financial Officer |