OTC: GTCH

Shareholder’s Name
No. Of Shares
% of Shares Held

GBT Tokenize Corp.
222
8.16 %

GBT Technologies, Inc.
500
18.37 %

On March 26, 2024, Bannix
Acquisition Corp., a Delaware corporation (“Bannix”), entered into a Business Combination Agreement (the “Original Agreement”),
by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation (“Target”) and the shareholders of Target.

On September 6, 2024, Bannix
entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Bannix, VisionWave Holdings,
Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VisionWave Holdings”), BNIX Merger Sub, Inc.,
a Delaware corporation and a direct, wholly owned subsidiary of VisionWave Holdings (“Parent Merger Sub”), BNIX VW Merger
Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of VisionWave, and Target. The Merger Agreement and the transactions
contemplated thereby were approved by the boards of directors of each of Bannix, VisionWave Holdings, Parent Merger Sub, Company Merger
Sub, and Target, and are subject to Bannix shareholder’s approval.

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Said Merger was closed on
July 14, 2025 and the Company holdings in Visionwave Technologies been converted into holdings in VisionWave Holdings, Inc publicly traded
on NASDAQ under the Ticker VWAV.

The
following is the breakdown of the Company and Tokenize holdings in VisionWave Holdings post closings :

Shareholder’s Name
No. Of Shares
% of Shares Held

GBT Tokenize Corp.
897,102
6.286 %

GBT Technologies, Inc.
2,020,500
14.158 %

The consolidated financial statements are prepared
by the Company, pursuant to the rules and regulations of the SEC. The information furnished herein reflects all adjustments, consisting
only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial
position, the results of its operations, and cash flows for the periods presented.

MetAlert (prior name GTX Corp):

On April 12, 2022, Tokenize, entered into a series
of agreements with GTX Corp (“GTX”) and various note holders of GTX pursuant to which Tokenize acquired a convertible promissory
note of GTX of $100,000 (the “GTX Notes”). In addition, GBT Tokenize acquired 76,923 (GBT acquired 5,000,000 in
the original deal, where GTX to perform a corporate action of 1:65 reverse split on September 20, 2022) shares of common stock of GTX
for $150,000 - in total FV of $8,846 as of June 30, 2023 based on level 1 stock price in OTC markets.

The GTX Notes bear 10% interest and 50% of the principal
may be converted into shares of common stock on a one-time basis at a conversion price of $0.01 per share. The remaining 50% of the
principal must be paid in cash. The closing occurred on April 12, 2022. As of December 31, 2023, the Company wrote off the 50% of the
convertible principal with all unpaid interest in total of $65,613 due to the collectability issue.

GTX changed its name into Metalert Inc. on or about
September 20, 2022.

On September 30, 2022, GBT Tokenize, loaned MetAlert
Inc., a Nevada corporation (f/k/a GTX Corp.) (“MetAlert”) $90,000. For such loan, MetAlert provided Tokenize a promissory
note of $90,000 which is due and payable together with interest of 5% upon the earlier of September 19, 2023 or when declared
by Tokenize. As of December 31, 2023, the Company wrote off the entire of the convertible principal with all unpaid interest in total
of $95,770 due to the collectability issue.

MetAlert designs, manufactures and sells various interrelated
and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace.

On or about January 31, 2023 GTB Tokenize Corp the
Company’s 50% owned subsidiary, assigned $7,500 from the GTX Notes to Stanley Hills, LLC, which in turn converted said $7,500 plus
interest into 812,671 GTX shares. Stanley Hills, LLC credit GBT Tokenize for $146,037 for the transaction, reducing its credit outstanding
balances with the Company and GBT Tokenize Corp.

As of December 31, 2025 and 2024, the marketable security
had a FV of $8 and $2,462 , respectively.

Wireless mesh networking:

Wireless mesh networks consist of LAN/MAN/WAN solutions
that are infrastructural-intensive, may rely on regulated frequencies and bandwidth, often have so-called “last mile” problems
areas where either economics or population density make it too expensive for current solutions to cover, and difficult to manage centrally.
The Company’s GopherInsight platform makes it easy to add and manage last mile capacity. The solution is easily integrated into
existing networks. The Company’s AI platform is designed for easy integration with, and management of, additional coverage for customer
networks.

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Wireless mesh networking markets - The Company potentially will
target telecommunications providers, corporate entities that run LAN or wide-area networks, universities, and government entities.

Wireless mesh networking markets competition - The competitors for wireless
mesh networking solutions, and AI solutions, are the entities themselves that have their own capability. The Company’s strategy
is to integrate and “wrap around” those solutions to make them more efficient, less costly, and less infrastructural-intensive,
while at the same time solving last mile problems to the end user.

Intellectual Property

Per the 2023 Tokenize Agreement which restated and
replaced the 2022 Tokenize Agreement, the Company assigned its entire IP Portfolio to Tokenize. On November 2, 2023, the Company received
a notice of completion (notice # 508205896) of the recoding of assignment for its portfolio of intellectual property to Tokenize. The
assignment was recorded by the assignment recording branch of the U.S. Patent and Trademark Office. A complete copy of this assignment
is available at the assignment branch room on the reel and frame number 065420/0434 (in total 16 pages).

VWAV BOCA JV

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.

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.

Employees

As of December 31, 2025, we had 1 full time employee
and no part time employees. We also utilize outside consultants and contractors as needed.

On January 15, 2026 (the “Effective Date”),
the Board of Directors (the “Board”) of GBT Technologies, Inc., a Nevada corporation (the “Company”), appointed
Patrick Bertagna as Interim Chief Executive Officer of the Company, effective as of the Effective Date. Mr. Bertagna will report to the
Board of Directors and will perform duties generally consistent with those of chief executive officers of publicly traded companies with
similar businesses. In connection with his appointment, on January 15, 2026, the Company entered into an Executive Employment Agreement
(the “Employment Agreement”) with Mr. Bertagna. The material terms of the Employment Agreement are summarized below (this
summary is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto
and incorporated herein by reference):

●
Term: The initial term
is six (6) months from the Effective Date, unless earlier terminated in accordance with the terms of the Employment Agreement.

●
Base Salary: $10,000 per month for the initial six-month term, payable in cash, shares of the Company’s common stock (OTC Pink: GTCH), or a combination thereof, as determined by the Board. Any stock portion is valued at a cost basis of $0.00005 per share (adjusted for splits) and considered earned on the 15th of each applicable month.

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●
Performance Bonus: Upon completion of a reverse stock split and the Company’s application for up listing to a senior exchange, Mr. Bertagna is entitled to receive an additional pre-reverse 1,000,000,000 common shares (or the equivalent post-reverse split), to be issued within ten (10) business days after Board approval and 8-K announcement of the effective reverse split and uplist application.

●
Benefits: Mr. Bertagna is entitled to participate in all benefit programs generally available to other executive employees, including pension/retirement plans, group life insurance, dental, hospitalization, major medical coverage, sick leave, vacation, holidays, long-term disability, and other benefits. He is entitled to one (1) week of paid vacation during the initial six-month term, in addition to standard legal holidays.

●
Business Expenses: Reimbursement for reasonable out-of-pocket business expenses in accordance with Company policies.

●
Other Provisions: The Employment Agreement includes standard provisions regarding termination (including for cause, with a 10-day cure period for certain matters), death, disability, voluntary termination, non-competition (during the term), non-solicitation, confidentiality, indemnification, work product ownership, and governing law (California).

There are no family relationships between Mr. Bertagna
and any director or executive officer of the Company. Mr. Bertagna has not been involved in any transaction with the Company that would
require disclosure under Item 404(a) of Regulation S-K. The appointment of Mr. Bertagna as Interim Chief Executive Officer and the entry
into the Employment Agreement were approved by the sole director of the Company pursuant to a written consent dated January 15, 2026.
In connection with Mr. Bertagna’s engagement, Mr. Murray resigned as Chief Executive Officer.

On February 5, 2026, Mansour Khatib resigned from
the Board of Directors (the “Board”) of GBT Technologies, Inc. (the “Company”), effective as of such date. Mr.
Khatib’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies, or practices. On February 6, 2026, immediately prior to Mr. Khatib’s resignation as the sole member of the Board, Patrick
Bertagna, the Company’s Interim Chief Executive Officer, was appointed to serve as a director of the Company, effective upon his
acceptance of such appointment, which acceptance occurred immediately prior to the filing of this Current Report on Form 8-K. Mr. Bertagna
will serve until the Company’s 2026 Annual Meeting of Stockholders, or until his successor is duly elected and qualified, or until
his earlier death, resignation, or removal. There are no family relationships between Mr. Bertagna and any director or executive officer
of the Company. Mr. Bertagna has not been involved in any transaction with the Company that would require disclosure under Item 404(a)
of Regulation S-K.

The appointment of Mr. Bertagna to the Board was approved
by the Board pursuant to a written consent.