TALi Digital moves on in-memory computing with Datasphere deal and $3.3M raise
TALi Digital Limited (ASX: TD1) has entered into a binding agreement to acquire 100% of Datasphere Analytics Pty Ltd, alongside a proposed capital raising of approximately $3.3 million before costs, both announced on 24 August 2026.
The strategic prize is a pathway to an exclusive, irrevocable, worldwide and sublicensable licence over memristive processing-in-memory intellectual property developed at the Technion – Israel Institute of Technology.
The move supports TALi’s strategy to develop its “You Can Do It!” (YCDI!) learning programmes into a comprehensive, AI-assisted, secure education platform with data-processing capabilities.
Under the binding share sale agreement dated 21 August 2026, consideration comprises 22,000,000 fully paid ordinary shares at a deemed issue price of $0.05 per share, to be issued on completion and subject to shareholder approval. The transaction represents an extension of TALi’s existing YCDI! data thesis rather than a change to its current business.
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Inside the Datasphere acquisition
On 21 August 2026, TALi agreed to acquire the entire issued capital of Datasphere Analytics Pty Ltd, an Australian private company. On completion, Datasphere will become a wholly owned subsidiary of TALi.
Importantly, Datasphere does not yet hold the licence itself. It is party to an exclusive option and prospective licensing arrangement (the Technion MOU) with The Technion Research & Development Foundation Ltd (TRDF). This represents a pathway to a future licence via an option, not a granted licence.
Completion of the acquisition is conditional on satisfaction or waiver of several conditions precedent:
- Due diligence: completion of financial, legal and technical due diligence on Datasphere, the Technion MOU and the underlying technology
- Capital raising: valid applications for at least $3,300,000 worth of shares and free attaching options
- Shareholder approval at a general meeting for each resolution necessary to implement the transactions
- Regulatory approvals or waivers under the Listing Rules, the Corporations Act or any other law
- Third-party approvals and consents necessary to lawfully complete the acquisition
- No material adverse change in Datasphere’s business, assets, liabilities or financial position, or in the Technion MOU
Key Technion MOU terms investors should note
The Technion MOU sets out the principal commercial terms on which TRDF has agreed to grant Datasphere the licence, to be documented in a definitive agreement. No licence has yet been granted.
- Option to negotiate a future exclusive licence expires 3 October 2026
- Option exercisable once Datasphere receives US$650,000 of qualifying financing before the option period expires
- Conditions subsequent: raise a further US$1,000,000 within 18 months and US$1,350,000 within 36 months of the licence agreement
- Technion intended to receive 30% of the total consideration paid to Datasphere shareholders, as their nominee
- Royalties of 2% of net sales and 20% of sublicence fees received
- TRDF governance right to appoint one board member while holding 3.5% or more of TALi’s issued capital, reducing to an observer right below that threshold only if the licence agreement is in place and active
What is in-memory computing, and why it matters for TALi
In conventional computer architecture, data is stored in one location and processed in another, so information must be moved back and forth between memory and a processor. For very large datasets, that movement consumes time and energy and requires data to leave the environment in which it is stored.
Processing-in-memory (PIM) is an alternative approach in which computation is performed within the memory array itself. The intellectual property is a group of inventions titled “In-memory Computing in Emerging Memory Technologies,” together with the architecture of a memristive Memory Processing Unit (mMPU), developed at the Technion by a team led by Professor Shahar Kvatinsky.
If successfully developed, TALi considers the approach may offer two characteristics of particular relevance:
- Speed at scale — suited to workloads that can be divided and processed in parallel, such as genomics, image processing and large-scale database operations
- Data that does not need to move — because analysis is performed where data is held, the technology is intended to support sovereign control of sensitive data and “blind” analysis of confidential datasets, anticipated to be associated with a reduction in energy requirements
This connects directly to TALi’s need to securely analyse highly sensitive student and staff data, including attention, cognitive and wellbeing screening, within its own controlled environment.
Investors should note the technology is at an early stage of development. It has not been proven at commercial scale, no licence over the underlying intellectual property has yet been granted, and no revenue is currently generated from it.
The $3.3 million capital raising explained
TALi has received firm commitments from professional, sophisticated and institutional investors for a two-tranche placement, alongside a share purchase plan (SPP) offered to eligible shareholders.
- Placement: $2.8M via 56,000,000 shares at $0.05 per share across two tranches
- Tranche 1: 7,009,121 shares raising $350,456, under existing Listing Rule 7.1 capacity, with issue expected 26 August 2026
- Tranche 2: 42,990,879 shares raising $2,449,544, subject to shareholder approval
- SPP: up to $500,000 via up to 10,000,000 shares at $0.05 per share, with eligible shareholders able to subscribe up to $30,000
- Attaching options: one free option for every three shares, exercisable at $0.15 and expiring five years from issue
- Lead manager and bookrunner: 62 Capital Pty Ltd, on a fee of 6% of the amount raised under the placement
- Director participation: up to 7,200,000 shares and 2,400,000 options ($360,000) under Tranche 2 and the SPP, on the same terms as unrelated participants, subject to Listing Rule 10.11 approval
Where the money is going
The company intends to apply the funds raised as set out below, assuming the maximum amount is raised.
| Use of Funds | Amount (A$) | % |
|---|---|---|
| Qualifying Financing to Datasphere (US$650,000) | $920,000 | 27.9% |
| Due diligence, integration & commercialisation of Datasphere technology/IP | $580,000 | 17.6% |
| Product development & other (existing business) | $650,000 | 19.7% |
| Product-related personnel (existing business) | $350,000 | 10.6% |
| Sales & marketing (existing business) | $200,000 | 6.1% |
| Working capital | $402,000 | 12.2% |
| Costs of the Capital Raising | $198,000 | 6.0% |
| Total | $3,300,000 | 100% |
Executive Chair on the strategic rationale
David Brookes, Executive Chair
“The Acquisition is a considered extension of the work the Company has been doing since acquiring YCDI!. Our platform potentially will hold highly sensitive information about children, students and school staff, and the ability to analyse that data securely, quickly and within our own environment is becoming a core requirement. In particular, the Company foresees an increasing requirement for sovereign data control with the ability to hold, protect, and analyse sensitive data within a controlled environment, thereby reducing reliance on third-party infrastructure for analysis. The Technion intellectual property gives us a pathway to build that capability, and the funds raised under the Capital Raising funds will assist with both the continued development of our existing programs and the first phase of work on the technology.”
What happens next, key dates for investors
TALi will continue to operate the YCDI! platform with its current focus, while Datasphere will be held as a wholly owned subsidiary. The roadmap to completion follows the indicative timetable below.
- 24 August 2026 — Announcement of the acquisition and capital raising
- 26 August 2026 — Issue and quotation of Tranche 1 placement shares
- 28 August 2026 — Lodgement of SPP prospectus with ASIC and ASX
- 7 September 2026 — SPP offer opens
- 23 September 2026 — SPP offer closes
- 25 September 2026 — SPP results announced and general meeting held
- 29 September 2026 — Completion of acquisition, settlement of Tranche 2, and issue of consideration shares, SPP shares and attaching options
- 30 September 2026 — New shares commence trading
The general meeting on 25 September 2026 is the key gating event, with the entire transaction hinging on shareholder approval. The timetable is indicative only and subject to change.
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