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Subject: Immediate Action Required: Insider Conflict, Toxic Note Profits, and Uplisting Liability
Dear doug,
I am writing regarding VisionWave Holdings’ pending acquisition of six patents from GBT Technologies (GHTC), which is central to your planned merger with Bannix Acquisition Corp and proposed Nasdaq uplisting.
There is now overwhelming evidence that your Chief Operating Officer, Mr. Yossi Attia, is engaged in a serious conflict of interest that exposes VisionWave’s board — including yourself — to reputational, regulatory, and legal liability if not addressed immediately.
🚨 Summary of Facts:
Mr. Attia serves as COO of VisionWave and controls Stanley Hills LLC, VisionWave’s post-merger majority shareholder.
Simultaneously, he or entities under his direction arranged a floorless, toxic convertible note to GBT Technologies — the very company from which VisionWave is acquiring its core IP.
This toxic note has suppressed GHTC’s stock price to $0.0001, resulting in extreme dilution: as of the most recent 10-K, the note allows for conversion into up to 579 billion shares — nearly 20× GHTC’s authorized share cap.
Based on today’s price and conversion mechanics, Mr. Attia or affiliated noteholders could profit by $23–35 million, simply by flipping discounted shares extracted from GHTC — the same company selling patents to VisionWave in a $30–$40 million equity deal.
🧾 Who Really Owns GHTC?
Let’s be honest: the idea that this toxic financing was needed to “support operations” is false. GHTC now has over 18 billion shares outstanding, but insiders collectively hold less than 4%. The rest — over 96% — sits in street-name accounts (CEDE & Co.), primarily held by retail traders and toxic-note flippers.
In other words, GHTC’s cap table has been gutted — not by market forces, but by a deliberate dilution cycle orchestrated by your own COO. The same insider now intends to benefit from the suppressed price by completing a sweetheart IP acquisition that will unlock equity upside for VisionWave insiders — at Nasdaq scale.
⚠️ The Regulatory and Fiduciary Risks Are Real
If the SEC or Nasdaq Listing Qualifications becomes aware that:
Your company is acquiring assets from a firm actively being bled by one of your own officers, and
That officer stands to personally benefit on both sides of the transaction...
...the result will not be quiet.
The uplisting will likely be halted or denied.
VisionWave’s directors — including those uninvolved — could face exposure for aiding or ignoring a conflicted deal.
Future employment, fundraising, and board participation for those directors will carry this reputational baggage.
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✅ What Must Happen Now
1. Immediately unwind the toxic loan issued to GHTC.
This includes rescinding any active debt agreements and freezing future conversions.
2. Return all converted shares to GHTC’s treasury.
These shares were issued under a structure designed to manipulate market value in favor of an acquiring insider.
3. Publicly separate VisionWave from Mr. Attia in all financing and transactional capacities.
If he remains in his operational role, he must be fully recused from M&A, IP, and equity decisions going forward.
This patent deal can still proceed — but only if cleaned of the self-dealing architecture now embedded in it. Otherwise, you are risking your company’s future on the assumption that this arrangement stays buried. It won’t.
I strongly urge you to act immediately, while you still control the timeline.
Sincerely, jake
AI
