Highlights

  • TALi Digital has entered a binding agreement to acquire 100% of Datasphere Analytics through the issue of 22 million shares.
  • TD1 shares were trading at AUD 0.10, up 8.70% during the afternoon Trading session on 24 August 2026.
  • Datasphere holds an option to negotiate an exclusive worldwide licence over Technion-developed memristive in-memory computing intellectual property.
  • TALi has received commitments for a $2.8 million Placement and plans an SPP of up to $500,000, taking the targeted Capital raising to approximately $3.3 million.
  • The technology remains at an early stage, has not been proven at commercial scale and no definitive licence has yet been granted.

TALi Digital (ASX:TD1) has agreed to acquire Datasphere Analytics Pty Ltd in a transaction designed to give the company a pathway to in-memory computing technology developed at the Technion – Israel Institute of Technology. The proposed Acquisition will sit alongside a capital raising of approximately $3.3 million and forms part of TALi’s plan to broaden its You Can Do It! education platform with AI-assisted and secure data-processing capabilities.

TALi Digital shares were trading at AUD 0.10, up 8.70%, or AUD 0.0080, during the afternoon trading session on 24 August 2026.

The transaction does not alter TALi’s existing operating business. The company intends to continue its current You Can Do It! platform and Social-Emotional Learning activities, while Datasphere would operate as a Wholly Owned Subsidiary if the deal completes.

Datasphere Deal Creates a Pathway to Technion Intellectual Property

TALi entered into a binding share sale agreement on 21 August 2026 to acquire all of Datasphere’s issued capital.

The consideration comprises 22 million TALi shares at a deemed issue price of AUD 0.05 per share, subject to Shareholder approval.

Datasphere is currently party to an exclusive option and prospective licensing arrangement with the Technion Research & Development Foundation.

That option gives Datasphere until 3 October 2026 to negotiate an exclusive, irrevocable, worldwide and sublicensable licence over intellectual property related to memristive in-memory computing and the memristive Memory Processing Unit, or mMPU.

No final licence has yet been granted.

Datasphere must receive US$650,000 of qualifying financing before the option period expires in order to exercise the option.

Once exercised, the parties would have 45 days, subject to extension by agreement, to negotiate the formal licence. The memorandum of understanding terminates if no licensing agreement is signed within 180 days of exercise.

Technology Is Designed to Process Data Inside Memory

The underlying technology is based on processing-in-memory architecture.

In conventional computing systems, information is typically stored in memory and then transferred to a separate processor for analysis. The Technion intellectual property is designed to perform logic operations directly within the memory array.

The proposed mMPU uses memristive devices that can both store data and perform logic operations.

TALi said this architecture could potentially reduce the need to repeatedly move large datasets between memory and processors.

If successfully developed, the company sees possible applications in workloads involving large-scale databases, genomics, image processing and other parallel computing tasks.

For TALi specifically, the main attraction is the potential ability to process sensitive education and health-related information within a controlled environment.

Secure Data Processing Fits TALi’s Education Platform Strategy

TALi intends to develop You Can Do It! into a broader AI-assisted education platform covering social-emotional learning, educational outcomes and personal development.

The company believes the platform could eventually handle sensitive information relating to students, children and staff, including cognitive-performance data, educational progress and wellbeing screening.

Executive Chair David Brookes said TALi expects sovereign control of sensitive data to become increasingly important.

The company believes processing-in-memory technology could potentially allow confidential datasets to be analysed without repeatedly moving them outside the environment in which they are stored.

TALi also sees potential for so-called “blind” analysis, where data can be processed while maintaining confidentiality.

However, the company has been explicit that the technology remains at an early development stage and is not yet commercially proven.

Commercialisation Remains Subject to Technical and Funding Hurdles

The proposed intellectual property licence contains several future funding requirements.

After a definitive licence is signed, Datasphere would need to raise a further US$1.0 million within 18 months and another US$1.35 million within 36 months of the licence agreement becoming effective.

The proposed terms also include a Royalty equal to 2% of net product sales and 20% of sublicensing fees, excluding royalties already captured elsewhere.

Datasphere would also be required to reimburse TRDF for documented past Patent prosecution and maintenance costs of NIS 579,177, inclusive of VAT, as recorded in the current memorandum.

Those payments would be staged, with 15% payable when the licence becomes effective, 40% within 12 months and the remaining 45% within 24 months.

The company also said Technion is intended to receive 30% of the total consideration payable to Datasphere shareholders.

Capital Raising Targets AUD 3.3 Million

TALi has received commitments to raise AUD 2.8 million before costs through a two-tranche placement at AUD 0.05 per share.

The placement will involve 56 million new shares.

Tranche 1 comprises 7,009,121 shares and is expected to raise AUD 350,456, with issue scheduled for 26 August 2026.

Tranche 2 comprises 42,990,879 shares and is expected to raise AUD 2,449,544, subject to shareholder approval.

TALi also plans to offer eligible shareholders a Share Purchase Plan targeting up to AUD 500,000 through the issue of up to 10 million shares at the same AUD 0.05 issue price.

Eligible shareholders will be able to apply for up to AUD 30,000 of new shares.

Capital raising participants are also expected to receive one free attaching option for every three new shares issued, subject to shareholder approval. The Options will have an exercise price of AUD 0.15 and a five-year term.

Directors Plan to Participate

TALi directors, or their nominees, intend to subscribe for up to 7.2 million shares and 2.4 million options across Tranche 2 of the placement and the SPP.

The proposed participation represents up to AUD 360,000.

Director participation remains subject to shareholder approval.

The acquisition itself is also conditional on several other requirements, including due diligence, regulatory and third-party approvals, completion of the capital raising and the absence of a material adverse change.

Funds Split Between Datasphere and Existing Operations

If the full AUD 3.3 million is raised, TALi intends to direct AUD 920,000 toward Datasphere’s US$650,000 qualifying financing requirement.

A further AUD 580,000 is earmarked for due diligence, integration scoping and commercialisation work relating to the Datasphere technology.

TALi plans to allocate AUD 650,000 to product development in its existing Business and AUD 350,000 to product-related personnel expenses.

Another AUD 200,000 is intended for sales and marketing, AUD 402,000 for Working Capital and AUD 198,000 for capital raising costs.

The company noted that these allocations represent current intentions and may change if circumstances evolve.

Shareholder Meeting Becomes Key Next Step

The timetable places shareholder approval at the centre of the transaction.

TALi expects to dispatch a notice of meeting on 27 August 2026, while the SPP is scheduled to open on 7 September and close on 23 September.

A general meeting is planned for 25 September 2026.

Subject to approvals and other conditions, completion of the Datasphere acquisition, settlement of the second placement tranche and issue of the relevant securities are targeted for 29 September.

New shares are expected to commence trading on 30 September 2026.

What Investors May Be Watching

The proposed acquisition introduces a substantially different technology component into TALi’s broader education strategy.

The immediate milestones are completion of due diligence, shareholder approval, completion of the capital raising and Datasphere meeting the financing requirement needed to exercise its Technion option.

Beyond those steps, the more important issue is whether a definitive licence can be negotiated and whether the technology can move beyond its current early development stage.

TALi has cautioned that the technology has not been proven at commercial scale, requires further research and Investment and currently generates no revenue.

For investors, the transaction therefore combines a potentially broader technology pathway with material execution, technical, funding and commercialisation milestones that remain to be completed.