AI Defense Tech Player Visionwave (Nasdaq: VWAV) Makes Strategic Equity Investment In Foresight Autonomous Holdings (Nasdaq: FRSX)

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VisionWave Holdings, Inc (Nasdaq: VWAV ) VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing technology company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave's mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea.

Foresight Autonomous Holdings Ltd. (Nasdaq: FRSX ) (TASE: FRSX), an innovator in 3D perception systems, today announced that it has entered into a non-binding term sheet with VisionWave Holdings, Inc. (Nasdaq: VWAV), a defense and advanced sensing technology company.

Pursuant to the term sheet, at closing, VisionWave will make a strategic equity investment of up to $17.5 million (but not less than $15.45 million) through the issuance of VisionWave common stock based on the five-day average closing price of VisionWave's common stock prior to closing. In exchange, VisionWave will receive Foresight's ordinary shares representing up to 51% (but not less than 45%) of the company's issued and outstanding share capital. The transaction values Foresight at a significant premium with a multiple of approximately three times its current market value.

The company believes that the $17.5 million investment will provide it with substantial financial strength to support ongoing operations, technology development, and commercialization of next-generation perception solutions.

As agreed in the term sheet, Foresight will place greater focus on the defense, military, and homeland security markets, areas in which it is already active. These fields benefit from strong synergy between Foresight's advanced camera-based perception systems and VisionWave's radio frequency (RF) and defense-focused technologies, along with VisionWave's global business development capabilities and ongoing projects. This strategic collaboration is driven by Foresight's business strategy to lead 3D perception applications in challenging and extreme off-road and aerial environments, leveraging its technology advantages in these growing markets.

The transaction remains subject to completion of due diligence, negotiation and execution of definitive agreements, receipt of all required regulatory, stock exchange, and shareholder approvals, and other customary closing conditions.

About Foresight

Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing advanced three-dimensional (3D) perception systems and cellular-based applications. Through its wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd., and Eye-Net Mobile Ltd., Foresight develops both“in-line-of-sight” vision systems and“beyond-line-of-sight” accident-prevention solutions.

Foresight's 3D perception systems include modules of automatic calibration and dense 3D point clouds that can be applied to different markets such as automotive, defense, autonomous driving, agriculture, heavy industrial equipment, and unmanned aerial vehicles (UAVs).

Eye-Net Mobile develops next-generation vehicle-to-everything (V2X) collision prevention solutions and smart automotive systems to enhance road safety and situational awareness for all road users in urban mobility environments. By leveraging cutting-edge artificial intelligence (AI) technology, advanced analytics, and existing cellular networks, Eye-Net's innovative solution suite delivers real-time pre-collision alerts to all road users via smartphones and other smart devices within vehicles.

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About VisionWave Holdings, Inc.

VisionWave Holdings, Inc. (Nasdaq: VWAV) is a dual-market autonomous systems platform company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave's mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the xClibre acquisition, anticipated strategic benefits of adding a visual perception layer to the Company's RF sensing platforms, technology integration plans, proof-of-concept evaluation and its expected outcomes, potential commercialization pathways, Nasdaq Shareholder Approval for the Contingent Shares, and the Company's strategic initiatives. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Forward-looking statements are generally identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," and similar expressions, or by statements that events or trends "may," "will," or "could" occur.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including but not limited to, the ability to successfully complete the proof-of-concept evaluation and achieve satisfactory results; the receipt of Nasdaq Shareholder Approval for the issuance of the Contingent Shares; integration risks following the acquisition of the xClibre IP; technical and development challenges in integrating the visual perception layer with the Company's existing RF sensing platforms; market acceptance of the combined technologies; regulatory requirements and data sovereignty issues; changes in market conditions affecting the defense and security sectors; and other risks described in the Company's filings with the U.S. Securities and Exchange Commission.

All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in this press release and in the Company's SEC filings. VisionWave undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Investors are cautioned not to place undue reliance on these forward-looking statements.

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