VisionWave Enters Term Sheet with Lucky Whale for Data Center Development

VisionWave announced that it has entered into a term sheet with Lucky Whale Production to establish a jointly-held company for the proposed development, ownership and operation of a Tier IV data center campus in Beth Shemesh, Israel. The term sheet sets out proposed principal terms only. The proposed transaction has not been consummated and remains subject to the completion of due diligence, the negotiation and execution of definitive agreements, and the satisfaction of numerous conditions, including required corporate, stockholder, SEC and Nasdaq approvals. The transaction would give VisionWave Holdings a 68% stake in the joint company, which in turn would hold 75% of the project-level special purpose vehicle. This chain structure would give VisionWave an effective look-through interest of 51% in the land, the building permit and the data center project. As consideration for the acquired rights, the company would allot to the land owner shares of VisionWave common stock valued at approximately $40M, priced by volume-weighted average price near closing, on an all-share basis with no cash component. The number of consideration shares would be fixed near closing, and the issuance, together with the company's other recent and pending equity issuances, would be dilutive to existing stockholders. Any issuance would be subject to required approvals, including, to the extent required under Nasdaq rules, approval by the company's stockholders. VisionWave further would commit, in the definitive agreements, to arrange the full capital required to construct and commission the data center, through capital-markets activity and/or institutional project financing, consistent with the original development plan. The project would require substantial additional capital, and there can be no assurance that such financing would be available on acceptable terms, or at all. The project is contemplated to be an underground data center campus, the subject of an Israeli statutory planning framework. The Phase-1 build is currently contemplated to comprise approximately 15,000 square meters across 10 data halls and to target 10.5 MW of IT load, with a 2N redundant topology targeting Tier IV certification by the Uptime Institute. These specifications are preliminary design parameters, have not been independently verified by the company, and are subject to change. The term sheet establishes mutual exclusivity between the parties.