Foresight Signed a Non-Binding Term Sheet to Acquire 50.01% in a 270MW Capacity European Data Center Development Company

The proposed purchase would be seller-financed, with additional project funding supported by a conditional convertible loan facility.

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 target is expected to hold 66.67% of each project company in Warsaw and Wroclaw, with combined planned capacity of up to 270 MW. Polish development entrepreneurs would hold the remaining 33.33%.

An independent valuation would determine the purchase price, financed entirely through a seller loan. Foresight expects to contribute approximately $1 million toward outstanding shareholder loans at closing and would commit additional shareholder loans of up to $2.5 million. A convertible loan facility of up to US$3,500,000 would fund these obligations, subject to an agreed budget, business plan and project milestones. Completion requires due diligence, valuation, definitive documents and required approvals. CFO Eli Yoresh owns 10% of the target.

7 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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0 major · 6 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed 50.01% controlling interest would give Foresight control of the Polish data center developer.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Purchase consideration would be financed in full through a seller loan.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Convertible loan facility of up to US$3,500,000 would fund Foresight’s shareholder-loan obligations. 1.1× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Foresight would provide additional shareholder loans of up to $2.5 million to advance the projects. 76% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Target is expected to hold 66.67% of each project company, with combined planned capacity up to 270 MW.

2 minor points

• Minor pointWarsaw project has approximately 3.2 hectares of secured land and an additional 2.2-hectare option.
• Minor pointWroclaw project’s feasibility study is completed.

Negative

• Moderate pointTransaction is non-binding, pending due diligence, independent valuation, definitive documents, transaction structure and required approvals.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Seller loan would create a debt obligation for the full purchase consideration.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Closing contribution is currently estimated at approximately $1 million for Foresight’s share of outstanding shareholder loans. 31% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Convertible borrowing would fund obligations; terms remain subject to a separate agreement, budget, business plan and milestones. 1.1× market cap
• Moderate pointWroclaw project’s approximately 10 hectares of land remain under negotiation.
• Minor point. Forward-looking: it has not happened yet and may not happen.Warsaw grid connection application is submitted; final permit is currently expected by the end of 2027.

News Explained

The non-binding proposal would give Foresight a 50.01% controlling stake, but the projects remain in development: Warsaw’s grid application is submitted, with a final permit expected by the end of 2027; Wroclaw’s feasibility study is complete, while land remains under negotiation.

Argus 15 min delay 39 alerts

-7.84% vs previous close $0.73 last price 3036.5x rel. volume Open Argus

Details

Market move: FRSX -7.84% vs previous close. Polish data center acquisition

+22.5% Peak Tracked

-36.5% Trough Tracked

$0.58 – $1.11 Day Range

$3.01M Market Cap

On Oct 13, the day this news came out, the latest delayed price for FRSX is 7.84% below the previous close. Argus tracked a peak move of +22.5% during the session. Argus tracked a trough of -36.5% from its starting point during tracking. Our momentum scanner has recorded 39 alerts for this stock so far that day. The latest delayed price is $0.73. Relative volume is exceptionally heavy at 3036.5x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Proposed controlling interest: 50.01% Project-company interests: 66.67% Combined planned capacity: up to 270 MW +5 more

Proposed controlling interest

50.01%

Non-binding term sheet for the Data Centers Company

Project-company interests

66.67%

Expected interest held by the Data Centers Company in each of two project companies

Combined planned capacity

up to 270 MW

Two data center projects in Warsaw and Wroclaw

Shareholder-loan contribution

$1 million

Currently estimated pro rata contribution at closing

Additional shareholder loans

up to $2.5 million

Proposed commitment to advance the two projects

Convertible loan facility

up to US$3,500,000

Proposed facility to fund obligations, subject to budget, business plan and project milestones

CFO ownership stake

10%

CFO Eli Yoresh's stake in the Data Centers Company

Expected final permit

End of 2027

Warsaw project's grid connection

Key Terms

non-binding term sheet, convertible loan facility, pro rata

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.

pro rata financial

"representing its pro rata share of the Data Centers Company’s outstanding shareholder loans"

Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

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The non-binding term sheet 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, Oct. 13, 2026 (GLOBE NEWSWIRE) -- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, recently announced 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 stake would Foresight acquire in the Polish data center developer?

Foresight proposes to acquire a 50.01% controlling interest under a non-binding term sheet. The target is expected to hold 66.67% of each of the Warsaw and Wroclaw project companies, while Polish development entrepreneurs would hold the remaining 33.33%.

How would Foresight finance the proposed data center acquisition?

The purchase consideration would be financed in full through a seller loan, with the price determined by an independent valuation. The target’s current shareholders, or anyone acting on their behalf, would provide a convertible loan facility of up to US$3,500,000 to fund Foresight’s shareholder-loan obligations, subject to an agreed budget, business plan and project milestones.

What is the development status of Foresight’s proposed Warsaw and Wroclaw data center projects?

The Warsaw project has secured land and a submitted grid connection application, while Wroclaw has a completed feasibility study and land under negotiation. Warsaw, located in Ożarów, has planned capacity of 130 MW, approximately 3.2 hectares secured and a 2.2-hectare option; its final permit is currently expected by the end of 2027. Wroclaw encompasses approximately 10 hectares, with planned capacity of up to 140 MW.

Which approvals are required for Foresight’s proposed Polish data center acquisition?

The proposed transaction requires corporate, regulatory, stock exchange, governmental, financing and third-party approvals. Completion also depends on Foresight’s due diligence, an independent valuation, and agreement on definitive transaction documents and the transaction structure.