WEST HOLLYWOOD, Calif., June 9, 2026 /CNW/ - VisionWave Holdings, Inc. (NASDAQ:VWAV) ("VisionWave" or the "Company"), an advanced sensing technology company developing AI-driven, RF-based sensing and computational acceleration technologies for defense and commercial uses, today announced it has executed a definitive agreement with respect to the proposed strategic acquisition of controlling interest in Foresight Autonomous Holdings Ltd. (NASDAQ:FRSX). According to the Agreement, VisionWave will acquire up to 52% of Foresight's outstanding shares in exchange for $17.5 million in VisionWave's shares of common stock.

The definitive agreement with Foresight will add important sensing technology to the Company's STRATUM^™ SENSE suite of sensing technologies, and follows the Company's latest acquisition of the xClibre™ AI video intelligence IP portfolio, which was independently valued at approximately $60 million by BDO Consulting Group as of the acquisition date for financial reporting purposes. This valuation is based on certain assumptions and methodologies and does not necessarily represent current fair market value, future realizable value, or the amount at which the assets could be sold or monetized.

Modern defense and security environments demand sensing systems that can detect, identify, classify, and act - quickly and across multiple domains simultaneously. With the definitive agreement now in place, VisionWave is positioned to deliver the architecture with enhanced performance.

RF Sensing Layer

VisionWave's own RF-based AI detection, wide-area, all-weather threat awareness at range

Optical and Thermal Computer Vision Sensing Layer

Foresight's camera-based stereo and thermal perception, proven across automotive and defense programs

AI Video Intelligence

xClibre^™ behavioral analytics- turning existing camera infrastructure into continuously-learning AI agents

The convergence of these three layers, RF detection, multi-spectral computer vision, and AI-driven video analytics, produces a perception capability beyond what any single-modality company can deliver. RF tells you something is there. Foresight's optics tell you where it is and how it's moving. xClibre tells you what it's doing and whether it is a threat.

Today, perception technology across defense and security is fragmented. RF specialists don't build video AI. Video AI vendors don't build RF. Autonomous systems integrators buy from multiple vendors and stitch together incompatible stacks. With this definitive agreement executed, it is VisionWave's goal to eliminate this fragmentation and deliver a unified, superior multi-modal perception platform, for use with any UxV (Unmanned X Vehicle).

For demonstration purposes see - Foresight 3D Perception Stereoscopic Visible Light vs. Thermal video:

Merging visible light cameras and thermal LWIR cameras.

Rendering of segmentation and detection

TRANSACTION SUMMARY

Under the agreement, VisionWave will acquire a controlling interest of up to 52% stake in Foresight through a two-stage share exchange: 46% of Foresight's issued and outstanding ordinary shares upon Stage 1 Closing (expected within 45-60 days), with the right to an additional 6% upon achievement of a defined commercial milestone - the commencement of a binding pilot project integrating the Perception Platform in the commercial, defense, or security sector. In exchange, VisionWave will issue newly issued shares of its common stock with an aggregate value of approximately $17.5 million (calculated based on the five-day volume-weighted average price preceding each closing), plus up to $3 million in management equity grants. VisionWave will also gain significant board representation, with the right to designate two directors to Foresight's Board upon Stage 1 Closing and one additional director upon Stage 2 Closing. The transaction remains subject to customary closing conditions, including regulatory approvals, Nasdaq listing requirements (if applicable), and any required shareholder approvals.

Both companies will continue to operate as independent, publicly traded entities. The transaction positions VisionWave to establish its core operating platform for RF-focused perception systems and related defense, security, and autonomous technology initiatives by integrating Foresight's high-resolution visible light/infra-red and neuromorphic event-based sensor suite.

About VisionWave Holdings, Inc.

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 fixed-site environments. The Company's website is https://www.vwav.inc.

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 execution and closing of the transaction with Foresight Autonomous Holdings Ltd., the expected benefits of the acquisition, integration of technologies into the STRATUM^™SENSE suite, achievement of commercial milestones, anticipated board representation, operational synergies, and the Company's strategic initiatives in defense and security sensing. 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, risks related to the completion of the transaction on the proposed terms or at all (including failure to obtain required approvals or satisfy closing conditions), integration challenges, dilution from equity issuance, market volatility affecting VWAV share price used for consideration, regulatory scrutiny of the acquisition, technological development risks, competition in the defense sector, 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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SOURCE VisionWave Holdings, Inc

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VisionWave Brings AI-based Sensing Capabilities for the Defense and Security Sector by Acquiring a Controlling Interest in Foresight Autonomous