Smartkem (SMTK) has signed a non-binding Letter of Intent, or LOI, with Jericho Energy Ventures (JROOF), an energy innovation company, for a proposed all-stock business combination. If completed, the Proposed Transaction would establish a U.S.-owned and controlled AI infrastructure company, integrating low-cost domestic energy with advanced semiconductor packaging and materials to support the surging demand for AI compute capacity. The contemplated transaction would integrate Smartkem’s patented organic semiconductor platform into Jericho’s infrastructure to accelerate:energy-efficient AI data centers engineered for next-generation workloads, advanced AI chip packaging that reduces power consumption and heat, low-power optical data transmission to enable faster interconnects and conformable sensors for environmental monitoring and operational resilience. Under the LOI, the Proposed Transaction would be structured as an all-stock business combination, effected through either a share exchange or statutory merger, pursuant to which Smartkem would be the surviving legal entity and would continue as a publicly listed company on Nasdaq. Upon closing, Jericho stockholders would own 65% and Smartkem stockholders prior to the Proposed Transaction would own 35% of the fully diluted issued and outstanding equity securities of the combined company.Brian Williamson, current CEO of Jericho, would become the CEO of the combined company, and the board of directors would be reconstituted to include a majority of members designated by Jericho. Both Smartkem and Jericho will need significant additional capital to complete the negotiation of the Proposed Transaction.
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