Rail Vision Signs Term Sheet to Acquire 51% Stake in Quantum Computing AI Company for the Transportation Industry

Rhea-AI Summary

Rail Vision (NASDAQ:RVSN) has signed a non-binding term sheet to acquire a 51% stake in Quantum Transportation Ltd., a quantum computing and AI company specializing in error correction technologies. The transaction involves Rail Vision issuing ordinary shares representing 4.99% of its share capital and providing a $700,000 convertible loan at 8% annual interest.

The strategic acquisition aims to combine Quantum Transportation's patented quantum-AI technology with Rail Vision's vision and safety systems. Quantum Transportation's machine learning-based universal decoder technology addresses quantum computing challenges in error correction, offering code-agnostic, noise-aware, and scalable solutions for transportation applications.

Positive

• Strategic acquisition provides access to patented quantum computing and AI technology
• Majority control (51%) secured with only 4.99% share dilution
• Potential synergies in anomaly detection and predictive maintenance capabilities
• Access to growing quantum computing market in transportation sector

Negative

• $700,000 convertible loan commitment required for operational support
• Transaction subject to definitive agreements and regulatory approvals
• Non-binding term sheet carries execution risk
• Integration challenges of combining quantum computing with existing rail technology

Insights

Quantum Technology & M&A Specialist

Rail Vision's potential acquisition of Quantum Transportation represents a strategic but highly speculative technology integration play with uncertain financial and operational impact.

Rail Vision's non-binding term sheet to acquire 51% of Quantum Transportation represents a strategic pivot toward integrating quantum computing capabilities with its railway safety technologies. The deal structure reveals a cautious approach - Rail Vision will issue just 4.99% of its share capital (staying under the 5% threshold that would trigger additional regulatory requirements) and provide a modest convertible loan of up to $700,000 with an 8% interest rate.

The acquisition targets Quantum Transportation's patented machine learning-based universal decoder for quantum error correction - a critical technology that addresses the fundamental challenge of qubit noise that currently limits practical quantum computing applications. This technology could potentially enhance Rail Vision's anomaly detection, predictive maintenance, and autonomous rail operations.

However, several factors warrant investor caution. First, this remains a non-binding term sheet with closing conditions and regulatory approvals still pending. Second, quantum computing applications in transportation remain largely theoretical and commercially unproven. The $700,000 loan amount suggests limited near-term development expectations or financial constraints. Finally, the 24-month loan term indicates a relatively long projected timeline before meaningful commercial integration.

This acquisition appears to be a speculative technology investment that positions Rail Vision in the emerging quantum-AI transportation space but with uncertain timeline to revenue impact. The deal structure minimizes immediate dilution while securing majority control, reflecting a balanced approach to a high-risk, potentially high-reward strategic pivot.

Ra’anana, Israel, Sept. 30, 2025 (GLOBE NEWSWIRE) -- Rail Vision Ltd. (Nasdaq: RVSN) (“Rail Vision” or the “Company”), an early commercialization stage technology company seeking to revolutionize railway safety and the data-related market, today announced the signing of a non-binding term sheet for a strategic transaction to acquire 51% ownership of Quantum Transportation Ltd. (the “Acquisition” and “Quantum Transportation”), a cutting-edge quantum computing and AI company specializing in error correction technologies.

Through this potential transaction, Rail Vision and Quantum Transportation aim to combine quantum-AI based IP protected, innovation with Rail Vision’s advanced vision and safety technologies, creating potential synergies that will enhance Rail Vision’s existing and future product lines, drive innovation, and deliver long-term value for stakeholders.

Under the terms of the term sheet, upon the closing of the Acquisition, Rail Vision will issue ordinary shares representing approximately 4.99% of its share capital to select Quantum Transportation shareholders (the “Exchanging Shareholders”) in exchange for their full holdings in Quantum Transportation, securing majority control post-closing. Additionally, upon the closing of the Acquisition, Rail Vision will extend a convertible loan of up to $700,000 to Quantum Transportation at an 8% annual interest rate, disbursed in tranches to support ongoing operations and development. The loan, including principal and interest, shall be repayable in one payment within the 24 month term and may be converted, at Rail Vision’s sole discretion, into Quantum Transportation’s most senior class of shares.

Quantum Transportation’s patented machine learning-based universal decoder represents a breakthrough in quantum error correction, addressing the inherent noise in qubits that limits scalable quantum computing. This technology, developed by leading computer science experts and protected as patented intellectual property (IP), is code-agnostic, noise-aware, and scalable. This enables it to adapt seamlessly across various hardware platforms and code sizes. It empowers quantum hardware companies and labs, particularly small- to medium-sized entities, to research and select optimal error correction schemes without in-house teams. By utilizing this IP for transportation applications, including railway, Rail Vision aims to unlock new capabilities in anomaly detection, predictive maintenance, and autonomous rail operations, capitalizing on the growing quantum computing market projected to drive exponential advancements in transportation.

“We believe that this potential strategic acquisition of Quantum Transportation would mark a transformative step for Rail Vision, blending our rail-focused AI expertise with groundbreaking quantum error correction to redefine safety and efficiency in the global railway sector,” said David BenDavid, CEO of Rail Vision. “With Quantum Transportation’s innovative patented decoder, we aim to pioneer quantum-AI synergies that address real-world rail challenges.”

The transaction is conditioned on signing definitive agreements and key milestones and is expected to close within the next 60 days, subject to satisfaction of all conditions, including regulatory approvals.

About Rail Vision Ltd.

Rail Vision is a development stage technology company that is seeking to revolutionize railway safety and the data-related market. The company has developed cutting edge, artificial intelligence based, industry-leading technology specifically designed for railways. The company has developed its railway detection and systems to save lives, increase efficiency, and dramatically reduce expenses for the railway operators. Rail Vision believes that its technology will significantly increase railway safety around the world, while creating significant benefits and adding value to everyone who relies on the train ecosystem: from passengers using trains for transportation to companies that use railways to deliver goods and services. In addition, the company believes that its technology has the potential to advance the revolutionary concept of autonomous trains into a practical reality. For more information, please visit https://www.railvision.io/

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other 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. Such expectations, beliefs and projections are expressed in good faith. For example, Rail Vision is using forward-looking statements when it discusses the signing of definitive agreements with Quantum Transportation Ltd., the occurrence of key milestones, the timing and completion of the Acquisition, the satisfaction of closing conditions related to the Acquisition, its aims to unlock new capabilities in anomaly detection, predictive maintenance, and autonomous rail operations, capitalizing on the growing quantum computing market projected to drive exponential advancements in transportation, how the potential Acquisition would mark a transformative step for Rail Vision, blending its rail-focused AI expertise with groundbreaking quantum error correction to redefine safety and efficiency in the global railway sector and its aim to pioneer quantum-AI synergies that address real-world rail challenges, from enhanced signaling to resilient infrastructure. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F filed with the SEC on March 31, 2025. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. 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. Rail Vision is not responsible for the contents of third-party websites.

Contacts
David BenDavid
Chief Executive Officer
Rail Vision Ltd.
15 Ha'Tidhar St
Ra'anana, 4366517 Israel
Telephone: +972- 9-957-7706

Investor Relations:
Michal Efraty
investors@railvision.io

FAQ

What is the ownership structure of Rail Vision's acquisition of Quantum Transportation?

Rail Vision will acquire 51% ownership of Quantum Transportation by issuing ordinary shares representing 4.99% of its share capital to select Quantum Transportation shareholders.

What are the financial terms of Rail Vision's convertible loan to Quantum Transportation?

Rail Vision will provide a $700,000 convertible loan at 8% annual interest, disbursed in tranches, repayable within 24 months, with conversion rights into Quantum Transportation's senior shares.

How will Quantum Transportation's technology benefit Rail Vision's operations?

The quantum-AI technology will enhance Rail Vision's capabilities in anomaly detection, predictive maintenance, and autonomous rail operations through advanced error correction and machine learning systems.

When is Rail Vision's acquisition of Quantum Transportation expected to close?

The transaction is expected to close within 60 days, subject to signing definitive agreements and obtaining regulatory approvals.

What is unique about Quantum Transportation's decoder technology?

The patented machine learning-based universal decoder is code-agnostic, noise-aware, and scalable, addressing quantum computing challenges in error correction across various hardware platforms.