Core Insights - E.F. Hutton is serving as the exclusive M&A advisor to Smartkem, Inc. for its proposed acquisition of Carbonium Core, Inc., which specializes in nuclear-grade graphite production for next-generation reactor technologies [1][2]. Transaction Structure - The acquisition is structured through a non-binding letter of intent, where Smartkem plans to acquire 100% of Carbonium Core's outstanding shares in exchange for $120 million in newly created Series B Convertible Preferred Stock, with 50% issued at closing and the remaining 50% contingent on achieving defined milestones [2][6]. - The transaction is subject to the execution of definitive agreements, completion of due diligence, and receipt of necessary approvals, with a 90-day exclusivity period in place [6]. Strategic Rationale - The acquisition aims to enhance Smartkem's advanced materials portfolio by entering a market characterized by high technical barriers and strong long-term demand drivers [2][4]. - The combination is expected to leverage Smartkem's materials chemistry expertise and manufacturing capabilities alongside Carbonium Core's purification technology, contributing to a secure U.S. supply chain for critical materials [4][7]. Advisory Role - E.F. Hutton's advisory services encompass strategic positioning, transaction structuring, valuation analysis, diligence coordination, and execution support, reflecting its focus on innovative public companies in complex transactions [3][8]. - The engagement highlights strategic themes such as portfolio diversification into advanced materials related to nuclear energy, alignment with energy security and decarbonization trends, and the importance of domestically controlled supply chains [7]. Governance and Future Outlook - Post-transaction governance is expected to include board representation from both companies, ensuring continuity and strategic alignment [7]. - The anticipated completion date for the transaction is on or before February 5, 2026, subject to mutual agreement for extension [6].