Logia USA was formed to commercialize, in the United States, automated fuel maintenance and integrity systems developed by Logia Israel, an Israeli company wholly owned by Logia USA founder Yair Harel. Logia Israel’s systems are currently sold and deployed with leading companies in Israel, and its automated systems provide continuous monitoring and filtration designed 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 sector and other mission-critical facilities. Logia USA is an early-stage company and has not yet commenced sales in the United States.

The Completed Transaction

On August 26, 2026, Fort completed the previously announced acquisition of 50.1% of the issued and outstanding equity of Logia USA. Following the closing:

  • Fort holds 50.1% of Logia USA and the founder, Yair Harel, holds 49.9%.
  • Consideration for the acquisition consisted of 132,603 newly issued Fort common shares having an aggregate value of approximately US$125,000.
  • The transaction was disclosed as arm’s length, and no finder’s fee was payable.
  • As of the date of the closing, Nexera held approximately 70.19% of the issued and outstanding common shares of Fort.

Exclusive U.S. License for Israeli Technology

In connection with the closing of the acquisition, Logia USA entered into a license agreement with Logia Israel. Under the license agreement, as previously disclosed:

  • Logia Israel granted Logia USA an exclusive and sublicensable license for the development, manufacture and commercialization in the United States of automated fuel maintenance and integrity systems for standby power generation developed by or on behalf of Logia Israel.
  • The license has an initial term of five years, which Logia USA may extend for two additional five-year periods.
  • Logia USA is required to pay Logia Israel a licensing fee of US$125,000, funded from the first advance under Fort’s credit Facility (as defined below).
  • Logia USA has outstanding liabilities of up to US$390,000 owed to Logia Israel.

The license provides Logia USA with the rights to pursue commercialization in the United States of technology currently sold and deployed in Israel.

Capital to Enter the U.S. Data Center Market

Also, in connection with the acquisition closing, Fort entered into a credit facility agreement with Logia USA (the "Facility"), which provides Logia USA with a credit facility of up to US$2.0 million to support Logia USA’s U.S. market entry, product development, operations and growth. As previously disclosed:

  • The Facility will be advanced in eight tranches over the course of two years, tied to agreed operational and sales milestones.
  • Interest will accrue at a rate of 6% per annum.
  • The Facility matures on August 26, 2029, subject to earlier repayment upon occurrence of the first equity-rebalancing threshold.
  • Funding under the Facility depends on achievement of the agreed milestones. There can be no assurance that any particular tranche will be advanced.

How the Pieces Fit Together

Taken together, the previously disclosed elements of the transaction form a single commercialization framework:

  • Market: U.S. data centers and other mission-critical facilities that depend on standby generation.
  • Product: automated fuel monitoring and filtration designed to support maintenance of diesel fuel quality in accordance with ASTM D975 specifications.
  • Rights: exclusive, sublicensable U.S. license from Logia Israel to Logia USA.
  • Ownership: Fort holds a 50.1% majority stake, with a performance path that can shift economics toward Mr. Harel if large, profitable U.S. sales materialize.
  • Funding: an unsecured, milestone based US$2.0 million facility to support U.S. market entry, product development, operations and growth.
  • Operating control of the U.S. vehicle: Mr. Harel remains the Chief Executive Officer of Logia USA.

Nexera’s interest in the opportunity is indirect, through its majority ownership of Fort. Through Logia USA, Fort has stated that it aims to support the commercialization and expansion of fuel integrity solutions across the United States, with a primary focus on the data center sector.