What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-15 compared with 2025-03-31 · 73 added, 83 removed, 369 unchanged (30% of the section changed)

32 unchanged sentences

The audited statements of operations for the years ended December 31, 2025 and 2024

are compared in the sections below.

is compared in the sections below.

General Overview

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and (ii) from the licensing of its technology.

(ii) from selling electronic products through e-commerce

(iv) an advanced RF-based computer vision system, to utilize this platform potential to significantly enhance object detection

and imaging capabilities, using radio waves to create detailed 2D and 3D images .On February 18, 2022 the Company, effective March 1,

2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD.

(“Mahaser”) pursuant to which the Company

shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in the United States of America.

Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.

(iii) an advanced RF-based computer vision system, to utilize

this platform potential to significantly enhance object detection and imaging capabilities, using radio waves to create detailed 2D and

Recent Developments

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Using market diversification to create access to new fields and future growth.

GBT Tokenize Joint Venture - 2023 Tokenize

The 2023 Tokenize Agreement restated and replaced

the 2022 Tokenize Agreement.

Pursuant to the 2023 Tokenize Agreement, as a result of the contribution of the Technology Portfolio by Tokenize

and the subsequent contribution of services for the development of the Technology Portfolio by Tokenize and Magic, GBT Tokenize has been

able to continue in operation.

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 GBT Tokenize.

The assignment was recorded by the assignment recording branch

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).

Active Investments:

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shareholders:

Shareholder’s Name

% of Shares Held

GBT Tokenize Corp.

GBT Technologies, Inc.

On March 26, 2024, Bannix

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contemplated thereby were approved by the boards of directors of each of Bannix, VisionWave Holdings, Parent Merger Sub, Company Merger

Sub, and Target, ans subject to Bannix shareholder’s approval.

Sub, and Target.

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.

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

Shareholder’s Name

% of Shares Held

GBT Tokenize Corp.

GBT Technologies, Inc.

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.

On April 12, 2022, Tokenize, entered into a series

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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.

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

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balances with the Company and GBT Tokenize Corp.

As of December 31, 2024 and

2023, the notes had an outstanding balance of $46,250 and accrued interest of $0, respectively.

As of December 31, 2025 and 2024, the marketable security

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infrastructural-intensive, while at the same time solving last mile problems to the end user.

On January 9, 2026, VisionWave Holdings, Inc.

entered into a Strategic Joint Venture Agreement (the “Agreement”) with BOCA JOM, LLC (“BOCA”), GBT Tokenize Corp.

(“TOKENIZE”), and GBT Technologies, Inc.

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

Contributions

will contribute 897,102 shares of VWAV’s common stock and its intellectual property

will contribute 2,020,500 shares of VWAV’s common stock.

will contribute the Designated Projects.

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.

contributio ns 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.

Risks and Uncertainties

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Other income (expense), net

(21,725,797 )

Income (loss) before provision for income taxes

(21,396,379 )

Provision for income taxes

Income (loss) from continued operations

Discontinued operations

Net Income (loss)

(21,396,379 )

The Company have not generated any revenues for the

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$75,004 for the year ended December 31, 2025 due to the cash flow issues.

Other income for the year ended December 31, 2024

was $21,320,142, an increase of $37,313,162 or 217% from $15,993,020 expenses for the same period in 2023.

The increase in other income

was principally due to i) a gain from debt extinguishment of $7,800,449;

ii) gain from change in FV of derivative liability by $14,035,071;

iii) reduction in interest expense and financing costs of $457,436.

Net income for the year ended December 31, 2024 was

$20,675,445 compared to the net loss of $17,771,626 for the same period in 2023 due to the factors described above.

Other expenses for the year ended December 31, 2025

was $405,655, an increase of $21,725,173 or 102% from $21,320,142 income for the same period in 2024.

The increase in other expense was

principally due to increase in interest expense and financing costs of $403,201.

Net loss for the year ended December 31, 2025 was

$720,934 compared to the net income of $20,412,777 for the same period in 2024 due to the factors described above.

Liquidity and Capital Resources

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from this uncertainty.

Our cash was $125 and $529 at December 31, 2024 and

2023, respectively.

Cash provided by operating activities during the year ended December 31, 2024 was $27,142, compared to $51,341 used

in operating activities during the same period in 2023.

The amount provided by operating activities for the year ended December 31 2024

was primarily related to a net income of $20,675,445 and offset by amortization of debt discount of $46,003, excess of debt discount and

financing costs of $7,084, change in FV of derivative liability of $14,035,071, change in FV of market equity security of $10,000, gain

on debt extinguishment of $7,800,449, and net working capital increase of $1,087,393.

Our working capital position changed by going from

a working capital deficit of $31,781,634 at December 31, 2023 to a working capital deficit of $9,940,379 at December 31, 2024.

Our cash was $595 and $125 at December 31, 2025 and 2024, respectively.

provided by operating activities during the year ended December 31, 2025 was $470, compared to $27,142 provided by operating activities

during the same period in 2024.

The amount provided by operating activities for the year ended December 31, 2025 was primarily related

to a net loss of $720,934 and offset by change in FV of market equity security of $2,454, and net working capital increase of $718,9500.

Our working capital position changed by going from a working capital deficit of $9,940,379 at December 31, 2024 to a working capital deficit

of $10,521,007 at December 31, 2025.

The amount used in operating activities for the year

ended December 31, 2023 was primarily related to a net loss of $17,771,626 offset by amortization of debt discount of $322,933, excess

of debt discount and financing costs of $1,462,446, change in FV of derivative liability of $13,759,482, gain on debt extinguishment of

$315,297, loss on loss of control of $38,385, shares issued for services of 80,000, change in fair value of market equity security of

$10,992, and net working capital deficit increase of $13,259,588.

ended December 31, 2024 was primarily related to a net income of $20,675,445 and offset by amortization of debt discount of $46,003, excess

of debt discount and financing costs of $7,084, change in FV of derivative liability of $14,035,071, change in FV of market equity security

of $10,000, gain on debt extinguishment of $7,800,449, and net working capital increase of $1,087,393.

Our working capital position changed

by going from a working capital deficit of $31,781,634 at December 31, 2023 to a working capital deficit of $9,940,379 at December 31,

Cash flows used in investing activities were $0 during

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Cash used in financing activities for the year ended

December 31, 2024 was $27,546, compared to $38,182 provided by the same period in 2023.

The decrease is due to the repayment of notes

payable of $27,546.

We obtained a net income of $20,675,445 for the year

ended December 31, 2024.

December 31, 2025 was $0, compared to $27,546 used in the same period in 2024.

The decrease is due to the repayment of notes payable of

$27,546 in prior year.

We obtained a net loss of $720,934 for the year ended

December 31, 2025.

In addition, we had a working capital deficit of $10,521,007 and an accumulated deficit of $295,996,525 at December

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License fees and Royalties – revenue is recognized based on the terms of the agreement with its customer.

E-Commerce sales – (relate to interim

reporting as this segment was discontinued)

Identify the contract(s) with a customer.

ASC 606 defines a contract as “an agreement between two or more parties that creates enforceable rights and obligations”.

Since this is an e-commerce sale on the Amazon of eBay websites, the Company just followed the general terms on Amazon or eBay websites and the customer entered into a contract with the Company based on the product listed on the Amazon or eBay websites;

Identify the performance obligations in the contract.

According to the contract, the Company is responsible for operation exclusively.

The Company is entitled to all revenue which is being paid by Amazon or eBay into a designated bank account and the Company is responsible for all product acquisitions as well as shipments.

The only performance obligations were the electronic products that were listed on Amazon or eBay websites and the Company determined each order is one single obligation;

Determine the transaction price.

The transaction price set to be the listed price on the Amazon or eBay websites.;

Allocation the transaction price to the performance obligations in the contract.;

Recognize revenue when the Company satisfies a performance obligation.

Sales are being recognized upon shipment.

Derivative Financial Instruments

The Company evaluates all of its agreements to determine

if such instruments have derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that

are accounted for as liabilities, the derivative instrument is initially recorded at its FV and is then re-valued at each reporting date,

with changes in the FV reported in the statements of operations.

For stock-based derivative financial instruments, the Company uses a

weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,

is evaluated at the end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or

non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance

As of December 31, 2023, the Company’s only derivative financial instrument was an embedded conversion feature associated

with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the

Company’s stock price at the date of conversion.

Fair Value of Financial Instruments

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis