Foresight Plans to Acquire 50.01% in a 270MW Capacity European Data Center Development Company

The proposed purchase price is still undetermined, and project funding would add loan obligations if the deal proceeds.

Rhea-AI Summary

Foresight Autonomous Holdings (FRSX) signed a non-binding term sheet to acquire a 50.01% controlling interest in a Polish data center developer. The developer is expected to hold 66.67% of each of two project companies. Warsaw has planned capacity of 130 MW, and Wroclaw has planned capacity of up to 140 MW, for up to 270 MW combined. Warsaw has secured land and a pending grid application; Wroclaw's feasibility study is complete, but its land remains under negotiation.

The purchase price awaits an independent valuation and would be financed entirely by a seller loan. At closing, Foresight expects to contribute approximately $1 million toward outstanding shareholder loans and commit up to $2.5 million in additional loans. A convertible loan facility of up to US$3,500,000 would fund these obligations, subject to agreed terms and project milestones. Due diligence and approvals remain outstanding. Foresight's chief financial officer owns 10% of the developer.

Positive

• Proposed 50.01% controlling interest would give Foresight a stake in the Polish developer.
• The developer is expected to hold 66.67% of each project company, with up to 270 MW of combined planned capacity.
• Warsaw's site has secured land, and its grid connection application has been submitted.
• Wroclaw's feasibility study is complete.
• The proposed purchase price would be financed entirely through a seller loan.
• A proposed convertible loan facility of up to US$3,500,000 would fund Foresight's project obligations.

Negative

• The non-binding term sheet does not finalize the acquisition.
• The purchase price remains undetermined pending an independent valuation.
• A seller loan would finance the full purchase price, adding debt if the acquisition closes.
• At closing, Foresight expects to contribute approximately $1 million toward outstanding shareholder loans.
• Foresight would commit up to $2.5 million in additional shareholder loans for the projects.
• The proposed convertible loan facility could dilute shareholders; its terms remain to be agreed.
• The transaction still requires due diligence, definitive agreements and multiple approvals.
• Warsaw's final grid permit is pending and currently expected by end-2027; Wroclaw's land remains under negotiation.

News Explained

The release adds that Foresight CFO Eli Yoresh owns a 10% stake in the target, disclosing an ownership link between a company executive and the business Foresight has proposed to acquire.

Argus Sep 28 session 8 alerts

+2.61% close to close 1.9x rel. volume Open Argus

Details

News Market Reaction – FRSX

-26.5% Trough in 13 min

$6.07M Mkt Cap at Peak Alert

On Sep 28, the day this news came out, FRSX closed 2.61% above the previous close. Argus tracked a trough of -26.5% from its starting point during tracking. Our momentum scanner recorded 8 alerts for this stock that day. That session’s volume was 1.9x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Sep 28 session.

Key Figures

Proposed controlling interest: 50.01% Project-company interests: 66.67% Combined planned capacity: Up to 270 MW +3 more

Proposed controlling interest

50.01%

Proposed acquisition of the Data Centers Company

Project-company interests

66.67%

Interest the Data Centers Company is expected to hold in each project company

Combined planned capacity

Up to 270 MW

Two data center projects in Poland

Additional shareholder loans

Up to $2.5 million

Proposed loans to advance the two projects

Convertible loan facility

Up to US$3,500,000

Proposed facility to fund Foresight's obligations, subject to agreed budget, business plan and milestones

Expected final permit

By the end of 2027

Warsaw project's final permit; grid connection application submitted

Historical Context

1 past event · Latest: Aug 21

1 event

1. Aug 21

   Market expansion evaluation

   24h Move

   +4.3%

   Foresight began exploratory evaluation of data centers as a possible expansion market.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-binding term sheet, convertible loan facility, colocation

3 terms

non-binding term sheet financial

"entered into a non-binding term sheet for the proposed acquisition"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

convertible loan facility financial

"shall provide Foresight with a convertible loan facility"

A convertible loan facility is a line of credit that a company can borrow from which the lender has the right to turn the outstanding loan into company shares instead of being repaid in cash. Think of it like borrowing money with an option for the lender to accept ownership stakes later; it matters to investors because it reduces immediate cash strain for the company but can dilute existing shareholders and change the company’s debt and ownership picture.

colocation technical

"Poland’s colocation capacity is forecast to increase"

Colocation is the practice of placing a trader’s computer servers inside or next to an exchange’s data center so their orders travel the shortest possible distance to the exchange’s computers. For investors this matters because even tiny gains in speed can mean better trade prices or reduced slippage—like being first in line at a checkout—so firms that colocate can gain steady, measurable advantages or incur extra costs that affect returns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Enters into a non-binding term sheet which will potentially provide control over two data center development projects in Warsaw and Wroclaw, Poland, with planned capacity of up to 270 MW

NESS ZIONA, Israel, Sept. 28, 2026 (GLOBE NEWSWIRE) -- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, announced today that it has entered into a non-binding term sheet for the proposed acquisition of a 50.01% controlling interest in a company advancing data center development projects in Poland (the “Data Centers Company”).

The Data Centers Company is expected to hold a 66.67% interest in each of two Polish project companies developing data centers in Warsaw and Wroclaw, two of the biggest and growing cities in Poland. The Warsaw project has a planned power capacity of 130 MW, while the Wroclaw project has a planned capacity of up to 140 MW, representing combined planned capacity of up to 270 MW.

The remaining 33.33% interest in both projects will be held by Polish development entrepreneurs who are engineering experts leading national grid connection processes, techno-economic analysis and regulatory matters and lead the securing of grid connection terms for projects totaling several gigawatts.

The Warsaw project, located in Ożarów, Poland, includes approximately 3.2 hectares of secured land, with an additional 2.2-hectare option. A grid connection application has been submitted, with final permit currently expected by the end of 2027. The Wroclaw project encompasses approximately 10 hectares, with its feasibility study completed and land currently under negotiation.

According to the data produced by the European Data Centre Association , Poland’s colocation capacity is forecast to increase from approximately 29 MW in 2026 to 511 MW by 2031, underscoring the country’s position as a growing data center market in the Central and Eastern Europe.

Haim Siboni, Chief Executive Officer of Foresight, said, “As we previously announced, Foresight has been evaluating opportunities to expand into new technology markets and identify additional areas for growth beyond our existing activities, including data centers. The proposed transaction is a natural extension of this strategy, providing Foresight with an opportunity to establish a controlling interest in a platform advancing two data center projects in Poland. At the same time, we continue to advance our proprietary technologies and expand their applications, including our recently announced development of full autonomous driving solutions for Unmanned Ground and Aerial Vehicles.”

The purchase price for the 50.01% interest in the Data Centers Company will be determined based on an independent valuation to be prepared by a mutually agreed independent valuation firm prior to execution of definitive agreements. The consideration would be financed in full through a seller loan.

At closing, Foresight expects to also contribute an amount currently estimated at approximately $1 million, representing its pro rata share of the Data Centers Company’s outstanding shareholder loans, and would commit to provide additional shareholder loans of up to $2.5 million to advance the two projects. To fund these obligations, the Data Centers Company current shareholders, or anyone on their behalf, shall provide Foresight with a convertible loan facility, from time to time, of up to US$3,500,000, all subject to an agreed budget, business plan and projects milestones, with terms to be agreed upon a separate agreement.

The proposed transaction remains subject to the completion of Foresight’s due diligence, an independent valuation, agreement on definitive transaction documents and transaction structure, and receipt of required corporate, regulatory, stock exchange, governmental, financing, and third-party approvals.

Eli Yoresh, the Company’s Chief Financial Officer, owns a 10% stake in the Data Centers Company.

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 cloud 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 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 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.

For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on X, or join Foresight Automotive on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Foresight is using forward-looking statements in this press release when it discusses the likelihood of success of data center development in Poland, possible growth in the European energy market, the likelihood of energy production by the potential data centers, entry into definitive agreements and future cooperation between the parties to the nonbinding term sheet and that the proposed transaction remains subject to the completion of Foresight’s due diligence, an independent valuation, agreement on definitive transaction documents and transaction structure, and receipt of required corporate, regulatory, stock exchange, governmental, financing, and third-party approvals. Because such statements deal with future events and are based on Foresight’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Foresight could differ materially from those described in or implied by the statements in this press release.

The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in Foresight's annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on March 25, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Foresight is not responsible for the content of third party websites.

Investor Relations Contact:
Miri Segal-Scharia
CEO
MS-IR LLC
msegal@ms-ir.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Foresight's proposed acquisition price for the Polish data center developer?

The purchase price has not been set. It would be determined through an independent valuation before definitive agreements are signed, and the full consideration would be financed through a seller loan.

How much capacity is planned for Foresight's proposed Polish data center projects?

The two projects have combined planned capacity of up to 270 MW. The Warsaw project has planned capacity of 130 MW, while the Wroclaw project has planned capacity of up to 140 MW.

What is the land and permit status of Foresight's proposed Warsaw and Wroclaw projects?

Warsaw has approximately 3.2 hectares of secured land and an additional 2.2-hectare option. Its grid connection application has been submitted, with a final permit currently expected by the end of 2027. Wroclaw encompasses approximately 10 hectares; its feasibility study is complete, and its land is under negotiation.

What conditions remain before Foresight can complete the proposed Polish data center acquisition?

The proposed transaction remains subject to due diligence and an independent valuation, agreement on definitive documents and transaction structure, and required corporate, regulatory, stock exchange, governmental, financing and third-party approvals.