VisionWave Holdings Inc. (NASDAQ: VWAV) announced it executed a definitive agreement to acquire up to 52% of Foresight Autonomous Holdings Ltd. (NASDAQ: FRSX) for $17.5 million in VisionWave common stock.

The acquisition will occur in two stages. VisionWave will initially acquire 46% of Foresight's outstanding shares, with the option to purchase an additional 6% upon achieving a commercial milestone involving a binding pilot project in the commercial, defense, or security sector. The transaction is expected to close within 45-60 days, subject to regulatory approvals and other customary conditions.

VisionWave will gain board representation rights, including the ability to designate two directors upon the initial closing and one additional director upon the second stage closing. The company will also provide up to $3 million in management equity grants.

The West Hollywood-based company develops AI-driven sensing technologies for defense and commercial applications. The acquisition adds Foresight's camera-based stereo and thermal perception technology to VisionWave's existing RF-based sensing capabilities and its recently acquired xClibre AI video intelligence portfolio, which was valued at approximately $60 million by BDO Consulting Group.

Both companies will continue operating as independent publicly traded entities following the transaction. VisionWave stated the combined technologies aim to create a multi-modal perception platform for unmanned vehicle systems across defense and security applications.

The stock consideration will be calculated based on the five-day volume-weighted average price preceding each closing. The transaction requires satisfaction of standard closing conditions including any necessary shareholder approvals and compliance with NASDAQ listing requirements.