Further to the equity rebalancing mechanism as described in the Company’s press release issued on August 11, 2026, the Company’s shareholding in Logia USA may be decreased to 5% upon the achievement of certain sale milestones by Logia USA. On closing, the Company issued an aggregate of 132,603 common shares (US$125,000) in the capital of Company to Mr. Yair Harel, the founder of Logia USA. The transaction is arm’s length and no finder’s fee is payable.
Mr. Harel will continue to lead Logia USA as Chief Executive Officer under a consulting agreement. Pursuant to the Consulting Agreement, the Company will pay Mr. Harel a consulting fee of US$140,000 per year, issue to Mr. Harel up to 2,652,058 Common Shares (up to US$2.5 million) upon the achievement of certain milestones as described in the Company’s press release issued on August 11, 2026, and, for each fiscal year in which the operating profit of Logia USA exceeds US$5.0 million, pay to Mr. Harel a bonus equal to 10% of the net profit (after allocation of the profitability bonus) on payment terms determined by the Board.
The transactions includes the extension by the Company to Logia USA of an unsecured US$2.0 million credit facility to support Logia USA’s U.S. market entry, product development, operations, and growth. The credit facility will be advanced in eight tranches over the course of two years tied to agreed operational and sales milestones, bears interest at 6% per annum and matures on August 26, 2029, subject to earlier repayment upon the occurrence of the first rebalancing threshold under the share transfer agreement (as described in the Company’s press release issued on August 11, 2026).
The global data center market is projected to grow substantially in the coming years, creating increased demand for solutions that help ensure backup power systems perform when needed. Through Logia USA, Fort aims to support the commercialization and expansion of these fuel integrity solutions across the United States, with a primary focus on the data center sector. With the global data center market projected to grow from approximately US$300 billion in 2026 to about US$700 billion by 2034 (According Fortune Business Insights), maintaining fuel integrity is becoming an increasingly important operational priority.
Logia Israel’s automated systems provide continuous monitoring and filtration to maintain fuel quality to ASTM D975 standards, supporting reliable generator performance when power fails. The parties intend to expand these capabilities into the United States via Logia USA with a primary focus on the data center.
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