EXHIBIT 10.1

SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement (this “Agreement”) is entered into as of June 3, 2026 (the “Effective Date”), by and between VisionWave Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 300 Delaware Ave, Suite 210#301, Wilmington, Delaware 19801, USA (“VisionWave”) and Foresight Autonomous Holdings Ltd., a company organized and existing under the laws of the State of Israel, with its principal place of business at 7 Golda Meir St., Nes Ziona, Israel (“Foresight”).

VisionWave and Foresight are collectively referred to herein as the “Parties” and individually as a “Party.”

Unless otherwise expressly defined herein or the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings set forth in the Appendix hereto.

RECITALS

WHEREAS, VisionWave is a publicly traded company with its common stock listed on the Nasdaq Stock Market under the ticker symbol “VWAV” and is engaged in, among other things, RF-focused defense and military technology initiatives;

WHEREAS, Foresight is a publicly traded company, with ordinary shares, no par value per share (the “Ordinary Shares”) traded on the Tel Aviv Stock Exchange (the “TASE”) and with American Depositary Shares, each representing 90 Ordinary Shares (the “ADSs”), listed on the Nasdaq Stock Market under the ticker symbol “FRSX”, and is engaged in the development and commercialization of advanced proprietary three-dimensional (3D) perception and cellular-based accident-prevention solutions;

WHEREAS, the Parties entered into a non-binding Letter of Intent dated April 19, 2026 (the “LOI”), which summarized the principal terms of a proposed strategic transaction, including staged equity exchanges, board representation rights, technology integration and the establishment of Foresight as the core operating platform for VisionWave’s RF-focused camera perception systems for commercial, defense and military technology initiatives (the “Perception Platform”);

WHEREAS, consistent with the LOI, the Parties now wish to execute a binding agreement to implement the staged exchange and related strategic collaboration;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

The transactions contemplated by this Agreement (the “Transaction”) shall be implemented in two sequential stages (each, a “Stage”), provided that the second Stage is subject to the achievement of the Milestone (as defined below). Both Stages are subject to the satisfaction (or waiver) of the applicable conditions set forth herein.

Upon completion of both Stages, VisionWave shall beneficially own 52% of Foresight’s issued and outstanding Ordinary Shares as of the date of the Stage 1 Closing, and Foresight shall own shares of VisionWave Common Stock having an aggregate value of USD $17,500,000 (subject to the Value Protection Mechanism as defined in Section 1.6).

By entering into Transaction the Parties intend to leverage the synergies between their respective business proposals and technologies by integrating Foresight’s high-resolution visible light/infra-red and neuromorphic event-based sensor suite delivering ultra-low-latency detection in fast, dynamic, or low-light conditions for tactical and autonomous use cases into VisionWave’s multi-layered defense, homeland security and for next-generation defense and commercial autonomous products, including unmanned aerial vehicles, Unmanned Ground Vehicle, fully autonomous interceptor drones and integrated detect-track-defeat systems and other related solutions.

The Parties will work diligently to establish a detailed technological road map and scope of work for a full integration of the Perception Platform into the existing and future VisionWave’s projects and customers.

(i) the aggregate number of VisionWave Shares and Make-Whole Shares (if any) sold by Foresight, (ii) the dates of sale, (iii) the aggregate gross proceeds received by Foresight from all such sales (calculated in accordance with Section Error! Reference source not found.), and (iv) the shortfall, if any, between the gross proceeds received to date (including from all prior sales of VisionWave Shares and Make-Whole Shares in respect of the applicable Stage) and the applicable Protected Amount (the “Shortfall Amount”). The Make-Whole Notice shall be accompanied by supporting documentation as provided in Section 0. VisionWave shall, within ten (10) Business Days following receipt of a Make-Whole Notice, (a) conduct or complete any audit pursuant to Section 0, if VisionWave elects to do so, and (b) deliver to Foresight a written statement either (x) confirming the Shortfall Amount and the number of Make-Whole Shares to be issued to Foresight to remedy such Shortfall Amount, or (y) disputing the Shortfall Amount and setting forth VisionWave’s calculation in reasonable detail, together with supporting documentation.

The number of Make-Whole Shares to be issued shall be calculated by dividing the Shortfall Amount by the average closing price of VisionWave Common Stock on Nasdaq for the twenty (20) consecutive trading days immediately preceding the date of Foresight’s Make-Whole Notice. If VisionWave does not dispute the Shortfall Amount, or if the Parties agree on the Shortfall Amount following VisionWave’s dispute, VisionWave shall issue and deliver the applicable Make-Whole Shares to Foresight within ten (10) Business Days following the later of (i) VisionWave’s confirmation of the Shortfall Amount, or (ii) resolution of any dispute regarding the Shortfall Amount, in each case subject to receipt of any required third-party approvals and compliance with applicable securities laws and Nasdaq rules; provided, however, that if any required approval or consent has not been obtained due to VisionWave’s failure to comply with its obligations under Section 1.6.2, VisionWave shall nonetheless be obligated to issue such Make-Whole Shares promptly upon obtaining such approval or consent, and any delay attributable to VisionWave’s failure to act diligently shall be deemed a breach of this Agreement.

For the avoidance of doubt, upon the issuance of Make-Whole Shares pursuant to this Section 1.6.3, Foresight may sell such Make-Whole Shares (subject to registration pursuant to Section 5.4 or compliance with applicable exemptions). If, after such sale, the aggregate gross proceeds received by Foresight from all sales of VisionWave Shares and Make-Whole Shares in respect of the applicable Stage remain below the applicable Protected Amount, Foresight may deliver a subsequent Make-Whole Notice, provided that no such Make-Whole Notice may be delivered after the expiration of the applicable Protection Period, and the procedures set forth in this Section 1.6 shall apply iteratively until the applicable Protected Amount is achieved or this Section 1.6 terminates in accordance with Section 1.6.6.

VisionWave shall have the right, upon written notice to Foresight delivered within ten (10) Business Days following receipt of a Make-Whole Notice, to review, inspect, and audit such records and supporting documentation, either through VisionWave’s internal personnel or through an independent certified public accountant of international standing reasonably acceptable to Foresight, during normal business hours and in a manner that does not unreasonably disrupt Foresight’s business operations. Any such audit shall be completed within the aforesaid ten (10) Business Day period, and VisionWave’s failure to complete such audit or deliver a dispute notice within such period shall be deemed VisionWave’s acceptance of the Shortfall Amount as calculated by Foresight.

In the event that any such audit reveals that the gross proceeds reported by Foresight were overstated by more than three percent (3%), Foresight shall promptly reimburse VisionWave for the reasonable costs and expenses of such audit, and the Parties shall promptly reconcile the Shortfall Amount. If applicable, Foresight shall return to VisionWave the value of any excess Make-Whole Shares issued as a result of such overstatement. If such audit reveals that gross proceeds were understated, VisionWave shall promptly issue additional Make-Whole Shares to remedy the actual Shortfall Amount and shall reimburse Foresight for its reasonable costs incurred in connection with facilitating such audit.

Upon Stage 1 Closing and as additional consideration, certain members of Foresight’s management shall receive grants of VisionWave Common Stock under VisionWave’s equity incentive plan with an aggregate value of USD $3,000,000 (based on the VWAV Average Price as of the grant date), as further specified in Schedule 1.7, subject to consulting agreements, vesting schedules corresponding to the achievement of the Milestone, performance milestones tied to the Perception Platform, transfer restrictions, clawback provisions (e.g., for cause termination), and other customary terms to be set forth in separate award agreements (the “Award Agreements”) in the form attached hereto as Exhibit A hereto.

Foresight shall use no less than 50% of all cash proceeds actually received by Foresight from sales of VisionWave Shares or Make-Whole Shares primarily for the development, commercialization, and operation of the Perception Platform, as detailed in Section 5.8 below.

Foresight hereby represents and warrants to VisionWave, as of the Effective Date and as of each Closing Date (as though made on and as of such Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case as of such earlier date), that, except as set forth in the Foresight Disclosure Schedules delivered by Foresight to VisionWave herewith or as disclosed in the Foresight SEC Documents filed with the SEC prior to the Effective Date (excluding any disclosures set forth in any “risk factors” section or any forward-looking statements):

VisionWave hereby represents and warrants to Foresight, as of the Effective Date and as of each Closing Date (as though made on and as of such Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case as of such earlier date), that, except as set forth in the VisionWave Disclosure Schedules delivered by VisionWave to Foresight herewith or as disclosed in the VisionWave SEC Documents filed with the SEC prior to the Effective Date (excluding any disclosures set forth in any “risk factors” section or any forward-looking statements):

The Parties agree and acknowledge that from and after the Stage 1 Closing and during 24 month-period thereafter, Foresight shall maintain its current strategy, technological focus (to be implemented, among others, by the Perception Platform activities), and the business cooperation contemplated hereunder. During such period, Foresight shall not knowingly take any action, the principal purpose of which is to materially abandon, curtail or deprioritize Foresight aforesaid current activities, except as approved by the Foresight Board in good faith and in the exercise of its fiduciary duties under applicable Law.

5.13       Leak-Out Agreement.

Foresight agrees that, from the date of issuance of any VisionWave Shares or Make-Whole Shares until the date that is thirty-six (36) months following the applicable Closing Date, Foresight shall not, and shall cause its Affiliates not to, sell, dispose of, or transfer (including through short sales, swaps, derivatives, or other hedging transactions that have the economic effect of a sale) in any single trading day a number of VisionWave Shares (including any Make-Whole Shares) exceeding five percent (5%) of the actual daily trading volume of VisionWave Common Stock reported on the Nasdaq Stock Market for that trading day (the “Daily Volume Limit”). For the avoidance of doubt, the Daily Volume Limit shall be calculated based on the actual reported trading volume on the Nasdaq Stock Market on the date of the proposed sale. Foresight shall provide VisionWave with written notice of any proposed sale at least two (2) Business Days in advance and shall certify compliance with this Section 5.13 upon request. VisionWave shall have the right to enforce this Section 5.13 by specific performance, injunctive relief, or any other remedy available at law or in equity, without the need to post a bond or prove actual damages.

Foresight shall maintain complete and accurate records of all sales, transfers, or other dispositions of VisionWave Shares and Make-Whole Shares, including trade confirmations, brokerage statements, settlement records, and any other documentation evidencing such transactions, for a period of at least three (3) years following the date of any such transaction.

Upon reasonable advance written notice (not more than once per calendar quarter, or more frequently if VisionWave has a reasonable belief that a breach of this Section 5.13 has occurred or that a Make-Whole Notice under Section 1.6 is inaccurate), VisionWave (or its designated independent auditor or representative reasonably acceptable to Foresight) shall have the right, during normal business hours and in a manner that does not unreasonably interfere with Foresight’s business operations, to inspect and audit Foresight’s records relating to the sale or transfer of VisionWave Shares and Make-Whole Shares for the purpose of verifying compliance with the Daily Volume Limit and the other restrictions set forth in this Section 5.13. Foresight shall cooperate in good faith with any such audit and shall provide copies of relevant records upon request. If any audit reveals a material breach of this Section 5.13, Foresight shall promptly reimburse VisionWave for the reasonable documented costs and expenses of such audit (including reasonable attorneys’ fees). All information obtained in any such audit shall be treated as Confidential Information.

The obligations of each Party to consummate each Closing are subject to the satisfaction (or waiver in writing by both Parties) on or prior to the applicable Closing Date of the following conditions:

The obligations of Foresight to consummate each Closing are subject to the satisfaction (or waiver in writing by Foresight) on or prior to the applicable Closing Date of the following additional conditions: VisionWave shall have delivered to Foresight: (i) the deliverables listed in Section 2.2.1 or Section 2.3.1.1, as applicable; (ii) a good standing certificate from the Delaware Secretary of State dated within five (5) Business Days of the Closing Date; (iii) since the Effective Date, there shall not have occurred any VisionWave Material Adverse Effect; and (iv) VisionWave Common Stock shall remain listed on Nasdaq and shall not be subject to a delisting notice from Nasdaq.

The obligations of VisionWave to consummate each Closing are subject to the satisfaction (or waiver in writing by VisionWave) on or prior to the applicable Closing Date of the following additional conditions: (a) VisionWave shall have received a fairness opinion from an independent financial advisor confirming that the Transaction (or the applicable Stage) is fair to VisionWave shareholders from a financial point of view; (b) VisionWave obtaining shareholder approval of the Transaction and (c) Foresight shall have delivered to VisionWave: (i) the deliverables listed in Section 2.2.2 or Section 2.3.1.2, as applicable; (ii) since the Effective Date, there shall not have occurred any Foresight Material Adverse Effect and (iii) a certificate of good standing or equivalent from the Israeli Registrar of Companies dated within five (5) Business Days of the Closing Date.

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (2) TO THE ISSUER, (3) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (4) IN A TRANSACTION THAT QUALIFIES FOR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE ISSUER.”

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[Signature page to follow]

SIGNATURE PAGE TO SECURITIES EXCHANGE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Securities Exchange Agreement as of the Effective Date.

APPENDIX - CERTAIN DEFINED TERMS

“ADS” has the meaning set forth in Section 5.6.2.

“Basket” has the meaning set forth in Section 8.4.2.

“Agreement” has the meaning set forth in the preamble.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Person.

 ”Business Day” means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York, or Tel Aviv, Israel, are authorized or required by Law to close.

 ”Capital Stock” means any and all shares, interests, participations, or other equivalents (however designated) of capital stock or equity interests of a corporation or other entity.

“Claim Notice” has the meaning set forth in Section 8.5.

“Code” has the meaning set forth in Section 4.14.3.

“Closing” has the meaning set forth in Section 1.3.3.

“Closing Date” has the meaning set forth in Section 1.3.3.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Confidential Information” has the meaning set forth in Section 5.11.1.

“Current Management” has the meaning set forth in Section 5.3.1

“Foresight” has the meaning set forth in the preamble.

“Foresight Benefit Plans” has the meaning set forth in Section 3.14.3.

“Foresight Board” has the meaning set forth in Section 5.1.1.

“Foresight Financial Statements” has the meaning set forth in Section 3.7.2.

“Foresight Indemnitees” has the meaning set forth in Section 8.3.

“Foresight Intellectual Property” has the meaning set forth in Section 3.11.1.

“Foresight Ordinary Shares” has the meaning set forth in Section 1.3.1.

“Foresight SEC Documents” has the meaning set forth in Section 3.7.1.

“Foresight Shares” has the meaning set forth in Section 1.3.3.

“Effective Date” has the meaning set forth in the preamble.

“ERISA” has the meaning set forth in Section 4.14.3.

 ”Environmental Laws” means all applicable Laws relating to pollution, protection of the environment, natural resources, or human health and safety as it relates to exposure to hazardous materials, including laws relating to the release, handling, storage, treatment, transportation, or disposal of hazardous materials.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Field of Use” has the meaning set forth in Section 5.12.1.

“Disclosing Party” has the meaning set forth in Section 5.11.1.

“Governmental Entity” means any federal, state, local, or foreign government, or any political subdivision thereof, or any court, administrative or regulatory agency, department, instrumentality, body, or commission or other governmental authority or agency.

“Fundamental Representations” has the meaning set forth in Section 8.1.

 ”Hazardous Materials” means any substance, material, or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” or words of similar meaning or effect, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“GAAP” has the meaning set forth in Section 3.7.2.

“Intellectual Property” means all patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, know-how, software, domain names, and other intellectual property rights, including all registrations and applications therefor.

“Losses” has the meaning set forth in Section 8.2.

“Israeli Securities Law” has the meaning set forth in Section 5.5.3.

“Non-Competition Restricted Period” has the meaning set forth in Section 5.12.1.

 ”Knowledge” means, with respect to a Party, the actual knowledge of its executive officers after due inquiry of those employees reasonably expected to have knowledge of the matter in question.

 ”Law” means any federal, state, local, or foreign statute, law, ordinance, regulation, rule, code, order, judgment, decree, or other requirement or rule of law.

 ”Lien” means any mortgage, pledge, lien, encumbrance, charge, security interest, adverse claim, or restriction on transfer of any kind.

“LOI” has the meaning set forth in the Recitals.

“Make-Whole Notice” has the meaning set forth in Section 1.6.3.

“Make-Whole Shares” has the meaning set forth in Section 1.6.1.

“Material Adverse Effect” means any change, event, circumstance, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition, operations, or results of operations of a Party and its Subsidiaries taken as a whole; or (ii) the ability of a Party to perform its obligations under this Agreement or consummate the Transaction; provided, however, that effects arising or resulting from the following shall not be taken into account in determining whether there has been a Material Adverse Effect: (a) changes or conditions generally affecting the industries or markets in which a Party operates, and changes in the industries in which a Party operates regardless of geographic region (including legal and regulatory changes), (b) acts of war, armed hostilities or terrorism, including the current ongoing wars between US, Israel and Iran, and between Israel and Hizballah, (c) changes in financial, banking or securities markets, (d) any change in, or any compliance with or action taken for the purpose of complying with, any Law or GAAP (or interpretations of any Law or GAAP), (e) resulting from the announcement of this Agreement or the pendency of the Transaction, (f) resulting from the taking of any action required to be taken by this Agreement or (g) changes in U.S. or non-U.S. general economic or political conditions, or in the financial, credit or securities markets in general, including any shutdown of any Governmental Authority; except in each case with respect to clauses (a) through (c), to the extent disproportionately affecting a Party, relative to other companies in the industries in which such Party operates.

“Management Preservation Period” has the meaning set forth in Section 5.3.1.

“Milestone” has the meaning set forth in Section 1.5.1.

“Material Contract” has the meaning set forth in Sections 3.15 and 4.15.

“Parties” and each individually, a “Party,” have the meanings set forth in the preamble.

“Perception Platform” has the meaning set forth in the Recitals.

“Proceeding” has the meaning set forth in Section 3.9.

“Protected Amount” has the meaning set forth in Section 1.6.1Error! Reference source not found..

“Permit” has the meaning set forth in Sections 3.10 and 4.10.

 ”Person” means an individual, corporation, partnership, limited liability company, trust, association, or other entity.

“Restricted Period” has the meaning set forth in Section 5.7.1.

“Receiving Party” has the meaning set forth in Section 5.11.1.

“Registration Company” has the meaning set forth in Section 5.5.2.

“Perception Budget” has the meaning set forth in Section 5.8.1.

“Registration Statement” has the meaning set forth in Section 5.4.1.

“Shortfall Amount” has the meaning set forth in Section 1.6.3.

“Stage 1 Protected Amount” has the meaning set forth in Section 1.6.1.

“Stage 2 Protected Amount” has the meaning set forth in Section 1.6.1.

“SEC” means the United States Securities and Exchange Commission.

“Securities Law” has the meaning set forth in Section 5.6.1.

“Foresight Shareholders Approval” has the meaning set forth in Section 2.2.

“Stage” has the meaning set forth in Section 1.1.

“Stage 1 Closing” has the meaning set forth in Section 1.3.3.

“Stage 1 Foresight Shares” has the meaning set forth in Section 1.3.1.

“Stage 2 Closing” has the meaning set forth in Section 1.3.3.

“Stage 1 VisionWave Shares” has the meaning set forth in Section 1.3.1.

“Stage 2 Foresight Shares” has the meaning set forth in Section 1.3.2.

“Stage 2 VisionWave Shares” has the meaning set forth in Section 1.3.2.

“Securities Act” means the Securities Act of 1933, as amended.

“TASE” has the meaning set forth in the Recitals.

 ”Subsidiary” means any entity in which a Party owns, directly or indirectly, more than 50% of the voting securities or has the right to elect a majority of the board of directors or equivalent governing body.

 ”Tax” or “Taxes” means all federal, state, local, and foreign taxes, including income, gross receipts, ad valorem, excise, real property, personal property, sales, use, transfer, withholding, employment, unemployment, insurance, social security, business license, business organization, environmental, workers compensation, profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties, franchise, and other taxes imposed by any Governmental Entity, together with all interest, penalties, and additions imposed with respect thereto.

 ”Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto.

“Transaction” has the meaning set forth in Section 1.1.

“Transaction Documents” means this Agreement and any other agreements, certificates, instruments or documents executed and delivered by the Parties in connection herewith.

“Transfer Agent” means Continental Stock Transfer & Trust, VisionWave’s duly registered transfer agent, with an address of 1 State Street, 30^th Floor, New York, New York 10004-1561, or any successor transfer agent.

“VisionWave” has the meaning set forth in the preamble.

“VisionWave Benefit Plans” has the meaning set forth in Section 4.14.3.

“VisionWave Common Stock” has the meaning set forth in Section 1.3.1.

“VisionWave Designee” has the meaning set forth in Section 5.1.1.

“VisionWave Financial Statements” has the meaning set forth in Section 4.7.2.

“VisionWave Indemnitees” has the meaning set forth in Section 8.2.

“VisionWave Intellectual Property” has the meaning set forth in Section 4.11.1.

“VisionWave SEC Documents” has the meaning set forth in Section 4.7.1.

“VisionWave Shares” has the meaning set forth in Section 1.3.3.

“VisionWave Stockholder Approval” means the receipt of the necessary vote of VisionWave’s stockholders requires to permit the issuance of the VisionWave Shares, the Make Whole Shares, and any other issuances as contemplated pursuant to this Agreement as may be required under Delaware law or Nasdaq rules.

“VWAV Average Price” has the meaning set forth in Section 1.4.1.

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