Jericho Energy Ventures (TSXV: JEV) and Smartkem (NASDAQ: SMTK) signed a non-binding letter of intent for an all-stock business combination that would create a US-owned AI infrastructure company, with Jericho stockholders owning 65% and Smartkem stockholders 35% at closing.
Under the LOI, the transaction would be effected via share exchange or statutory merger with Smartkem the surviving legal entity and would continue trading on Nasdaq. Jericho CEO Brian Williamson would become CEO of the combined company, and a board majority would be designated by Jericho, subject to Nasdaq and SEC requirements.
The proposed platform combines Jericho’s domestic energy supply and data-center infrastructure with Smartkem’s patented organic semiconductor and OTFT materials. The LOI states the combined company intends to target energy-efficient AI data centers, advanced AI chip packaging to reduce power and heat, low-power optical interconnects, and conformable sensors for environmental monitoring.
While the LOI remains in effect, upon the earlier of Smartkem’s CFO determining that Smartkem has regained compliance with Nasdaq’s minimum stockholders’ equity requirement or Smartkem issuing securities for gross proceeds of not less than US$5 million, Smartkem will purchase additional Jericho treasury shares equal to the greater of US$500,000 and 10% of such gross proceeds, capped at US$1 million.
Jericho describes itself as a platform with on-site power backed by long-producing oil and gas JV assets and Oklahoma infrastructure poised for build out AI data centers. Meanwhile, Smartkem develops organic semiconductor/OTFT materials for advanced AI chip packaging, low-power optical interconnects, and conformable sensing.
The parties frame the logic as solving the two biggest constraints on AI data centers: power and efficiency, inside a US-owned vehicle that may be easier to finance and partner with under current policy.
What’s atypical is the category mix and timing. This is energy and infrastructure combined with a materials-stage semiconductor company at a time where most AI infra plays are either combining power and real estate or chips and packaging. Smartkem’s core heritage has been display materials, making the move into AI packaging or optical links a strategic pivot that will need proof points. The build-out of data centers is capex-heavy and near-term, while qualifying new materials in advanced packaging is long-cycle, so aligning roadmaps is non-trivial.
The parties agreed to a 60-day exclusivity period. The LOI may be terminated by Jericho if Smartkem does not purchase at least US$500,000 of Jericho common shares on or before November 30, 2025.
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