On January 9, 2026 , VisionWave Holdings, Inc. (“VWAV”) entered into a Strategic Joint Venture Agreement (the “Agreement”) with BOCA JOM, LLC (“BOCA”), GBT Tokenize Corp. (“TOKENIZE”), and GBT Technologies, Inc. (“GBT”).
Pursuant to the Agreement, the parties agreed to form a joint venture limited liability company in the State of Nevada (the “JV LLC”) for the purpose of developing, commercializing, and managing designated electronic design automation (EDA), defense, and high-security technology projects (the “Designated Projects”). Certain details regarding the Designated Projects have been omitted due to their confidential and sensitive nature.
This transaction represents a strategic shift in the Company’s business focus into a new line of operations involving advanced technology development and commercialization. As of the date of this report, the JV LLC is in the development and early-stage operational phase, and no revenue has been generated from the Designated Projects.
JV Structure and Ownership
Equity interests in the JV LLC were determined using an internal reference value of $1.0 billion solely to facilitate negotiation of ownership percentages. This internal value is not a statement of the JV’s actual fair market value and was reached without the benefit of an independent third-party valuation or fairness opinion. Accordingly, stockholders and investors are cautioned not to place undue reliance on this figure as an indication of the value of the JV, its assets, or the Company’s interest therein for securities law purposes or otherwise. Ownership of the JV LLC is expected to be allocated among the parties as set forth in the Agreement and related exhibits
Contributions
? TOKENIZE will contribute 897,102 shares of VWAV’s common stock and its intellectual property portfolio.
? GBT will contribute 2,020,500 shares of VWAV’s common stock.
? BOCA will contribute the Designated Projects.
? BOCA and the Company will each enter into non-exclusive license agreements granting the JV LLC rights to use certain background intellectual property solely for the Designated Projects.
All contributions of VWAV securities are subject to compliance with applicable securities laws and Nasdaq Listing Rules, including obtaining shareholder approval if required under Nasdaq Rule 5635.
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Governance
The JV LLC will be governed by a three-member board, with governance and deadlock resolution mechanisms to be set forth in a separate operating agreement. TOKENIZE and GBT will not participate in management or governance of the JV LLC.
The Agreement provides that VWAV may appoint a director to BOCA’s board. Any appointment of a BOCA designee to the Company’s board would be subject to approval by the VWAV’s independent directors, compliance with Nasdaq rules, and, if applicable, shareholder approval.
Intellectual Property
? Intellectual property developed by the JV LLC (“Foreground IP”) will be owned by the JV LLC.
? Each party retains ownership of its independently developed intellectual property.
? License rights terminate upon termination of the Agreement, subject to limited survival for existing customer obligations.
Termination and Regulatory Matters
The Agreement has an initial term of seven years and includes customary termination rights, including termination if required regulatory approvals (such as CFIUS or export control approvals) are denied.
If no Designated Project generates revenue within twelve months following formation of the JV LLC, the Agreement may be terminated and contributed consideration returned, subject to board-level fiduciary determinations.
The transactions contemplated by the Agreement are subject to customary closing conditions, including receipt of regulatory approvals and execution of the JV LLC operating agreement.
Basis of Presentation
The accompanying condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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