VisionWave Holdings (NASDAQ: VWAV) sets 7-year defense tech JV deal

Rhea-AI Filing Summary

VisionWave Holdings, Inc. entered into a Strategic Joint Venture Agreement with BOCA JOM, LLC, GBT Tokenize Corp., and GBT Technologies, Inc. to form a Nevada limited liability company focused on developing, commercializing, and managing designated electronic design automation, defense, and high-security technology projects. Equity stakes were negotiated using an internal reference value of $1.0 billion, which the parties state is not an actual fair market value and was set without an independent valuation, and investors are cautioned not to rely on it as a value indicator.

The joint venture will be overseen by a three‑member board, and TOKENIZE and GBT will not participate in its management. Contributions of VisionWave securities must comply with securities laws and Nasdaq rules, including potential shareholder approval. The Agreement runs for seven years and can be terminated if required regulatory approvals, such as CFIUS or export control clearances, are denied or if no designated project generates revenue within twelve months after formation, in which case contributed consideration may be returned subject to board fiduciary determinations.

Insights

Equity & strategic transactions analyst

VisionWave outlines a long-term, regulated tech JV without quantifying financial impact.

The Agreement creates a Nevada joint venture to pursue electronic design automation, defense, and high-security technology projects with BOCA, TOKENIZE, and GBT. Governance is concentrated in a three‑member JV board, while TOKENIZE and GBT are explicitly excluded from management, which clarifies operational control among the partners.

An internal reference value of $1.0 billion was used only to negotiate ownership percentages and is explicitly not a fair market valuation or supported by a third‑party fairness opinion. The text cautions investors against treating it as an indicator of asset or JV value, so it should be read purely as a negotiating construct rather than an economic benchmark.

The seven‑year term, potential CFIUS and export control reviews, and a right to terminate and return contributed consideration if no project generates revenue within twelve months after JV formation add meaningful execution and regulatory contingencies. Overall, this is a structurally important strategic step for VisionWave, but without disclosed financial projections or capital commitments, its economic effect remains unclear based on the information provided.

false 0002038439 0002038439 2026-01-09 2026-01-09 0002038439 VWAV:CommonStockParValue0.01PerShareMember 2026-01-09 2026-01-09 0002038439 VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2026-01-09 2026-01-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2026

VisionWave Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-72741		99-5002777
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite 210 # 301 Wilmington, DE.		19801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 305-4790

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VWAV		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		VWAVW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 9, 2026, VisionWave Holdings, Inc. (the “Company”) 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.

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 the Company’s common stock and its intellectual property portfolio.

● GBT will contribute 2,020,500 shares of the Company’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 Company securities are subject to compliance with applicable securities laws and Nasdaq Listing Rules, including obtaining shareholder approval if required under Nasdaq Rule 5635.

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 the Company 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 Company’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.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Strategic Joint Venture Agreement, dated January 9, 2026, by and among VisionWave Holdings, Inc., BOCA JOM, LLC, GBT Tokenize Corp., and GBT Technologies, Inc.
99.1		Press Release, dated January 12, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 12, 2026
VisionWave Holdings, Inc.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Interim Chief Executive Officer and Executive Chairman

FAQ

What strategic transaction did VisionWave Holdings (VWAV) disclose in this 8-K?

VisionWave Holdings, Inc. disclosed that it entered into a Strategic Joint Venture Agreement with BOCA JOM, LLC, GBT Tokenize Corp., and GBT Technologies, Inc. to form a Nevada limited liability company focused on designated electronic design automation, defense, and high-security technology projects.

What is the purpose of the new joint venture formed by VisionWave (VWAV)?

The joint venture limited liability company will develop, commercialize, and manage designated electronic design automation (EDA), defense, and high-security technology projects, though certain project details have been omitted due to their confidential and sensitive nature.

What does the $1.0 billion internal reference value mean in VisionWave's JV agreement?

The Agreement states that an internal reference value of $1.0 billion was used solely to facilitate negotiation of ownership percentages. It is not a statement of the JV’s actual fair market value, was set without an independent valuation or fairness opinion, and stockholders are cautioned not to rely on it as an indication of value.

How will the VisionWave joint venture be governed and who manages it?

The JV LLC will be governed by a three-member board with governance and deadlock mechanisms to be detailed in an operating agreement. The Agreement specifies that GBT Tokenize Corp. and GBT Technologies, Inc. will not participate in the management or governance of the JV LLC.

What are the key regulatory and approval conditions for VisionWave’s joint venture?

Closing of the transactions is subject to customary conditions, including required regulatory approvals, which may include CFIUS or export control approvals, and execution of the JV LLC operating agreement. The Agreement includes termination rights if these approvals are denied.

Under what conditions can the VisionWave JV Agreement be terminated early?

The seven‑year Agreement includes termination rights, including if required regulatory approvals are denied or if no Designated Project generates revenue within twelve months following formation of the JV LLC. In that case, contributed consideration may be returned, subject to board-level fiduciary determinations.

Are there any board appointment rights related to the VisionWave joint venture?

The Agreement provides that VisionWave may appoint a director to BOCA’s board, and any appointment of a BOCA designee to VisionWave’s board would require approval by VisionWave’s independent directors, compliance with Nasdaq rules, and, if applicable, shareholder approval.