VisionWave Holdings, Inc. 8-K

What Happened
VisionWave Holdings, Inc. announced on January 9, 2026 that it entered a Strategic Joint Venture Agreement with BOCA JOM, LLC (BOCA), GBT Tokenize Corp. (TOKENIZE), and GBT Technologies, Inc. (GBT) to form a Nevada limited liability company (the “JV LLC”) to develop, commercialize, and manage designated electronic design automation (EDA), defense, and high‑security technology projects. The parties used an internal reference value of $1.0 billion solely to negotiate ownership percentages; the filing expressly warns this is not an independent valuation. The Agreement has an initial seven‑year term and includes customary termination rights and conditions, including regulatory approvals (e.g., CFIUS or export controls) and execution of a JV operating agreement.

Key Details

• TOKENIZE will contribute 897,102 shares of VisionWave common stock and its intellectual property portfolio; GBT will contribute 2,020,500 shares of VisionWave common stock; BOCA will contribute the Designated Projects.
• Ownership percentages were negotiated using an internal $1.0 billion reference value — not a fair market valuation or third‑party opinion.
• The JV LLC will be governed by a three‑member board; TOKENIZE and GBT will not participate in JV management or governance.
• Contributions of VisionWave securities are subject to securities laws and Nasdaq Listing Rule 5635 and may require shareholder approval; the Agreement may terminate if no Designated Project generates revenue within 12 months after formation.

Why It Matters
This transaction establishes a vehicle to pursue potentially valuable EDA and defense technology projects and creates new intellectual property owned by the JV (Foreground IP). For investors, key takeaways from the filing are that VisionWave will receive stock contributions (specified share amounts) and license certain IP to the JV, but those share issuances are subject to securities law and Nasdaq rules and could require shareholder approval. The $1.0 billion internal reference number should not be treated as an authoritative valuation. Regulatory approvals (including CFIUS and export controls) and the JV’s ability to generate revenue within the stated timelines are material conditions that could affect the timing or completion of the transaction.