What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-19 compared with 2026-05-20 · 427 added, 427 removed, 641 unchanged (57% of the section changed)

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Condition and Results of Operations (“MD&A”)” should be read in conjunction with our unaudited condensed consolidated

financial statements for the three and six months ended March 31, 2026 and 2025, and our audited financial statements as of the year ended

financial statements for the three and nine months ended June 30, 2026 and 2025, and our audited financial statements as of the year ended

September 30, 2025, included in Form 10-K filed with the Securities and Exchange Commission (“SEC”) on December 31, 2025.

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acceleration technology);

a staged strategic equity exchange with SaverOne 2014 Ltd.

(Stage 1 completed March 2026), establishing SaverOne

as the core operating platform for our RF-based defense and security technologies;

the acquisition of an IP asset from Blade Ranger, vested

under a Company name Solar Drone Ltd (drone technologies);

a staged strategic equity exchange with SaverOne 2014 Ltd., establishing SaverOne as the core operating platform

for our RF-based defense and security technologies;

the acquisition of an IP asset from Blade Ranger, vested under a Company name Solar

Drone Ltd (drone technologies);

a 51% controlling stake (not closed yet) in C.M.

Composite Materials Ltd.,

an Israeli aerospace-certified composite manufacturer supplying structural components for advanced defense systems (subject to the JV

Condition in India and other closing conditions, with targeted closing by June 30, 2026);

the Solar Drone subsidiary’s acquisition

of a 51% interest in Junko Solar Ltd.

Composite Materials Ltd., an Israeli aerospace-certified

composite manufacturer supplying structural components for advanced defense systems (subject to the JV Condition in India and other closing

conditions, with targeted closing by September 30, 2026);

the Solar Drone subsidiary’s acquisition of a 51% interest in Junko Solar

(solar panel maintenance and cleaning services);

the xClibre intellectual property a video intelligence

IP assets, and entry into a Letter of Engagement with the National Oil Company of Liberia for offshore petroleum blocks (subject to regulatory

and legislative approvals).

the xClibre intellectual property a video intelligence IP assets, and entry into

a Letter of Engagement with the National Oil Company of Liberia for offshore petroleum blocks (subject to regulatory and legislative approvals).

These transactions will expand our technology portfolio, manufacturing

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Approval”) as soon as practicable following the Closing, including by including a proposal for such approval in its next annual

or special meeting of shareholders (but excluding any special meeting to be held on or about February 2026), and in no event later than

or special meeting of shareholders (four excluding any specific meeting to be held on or about February 2026), and in no event later than

nine (9) months after the Closing Date.

If Shareholder Approval is not obtained within nine (9) months after the Closing Date, then (i)

the Company shall promptly cause sixty percent (60%) of the equity interests in QuantumSpeed Inc., a wholly-owned subsidiary of the Company

to which the acquired intellectual property assets will have been assigned, to be transferred to Adrian (or its designee) free and clear

of all encumbrances (other than restrictions under applicable securities laws), (ii) Adrian’s security interest in such equity interests

shall be automatically released, and (iii) Adrian shall retain full ownership of the 3,000,000 shares of common stock previously issued

at Closing and the Adrian Note, without any obligation to return, cancel, or forfeit the same.

For the avoidance of doubt, in such event,

no alternative consideration will be provided in lieu of the Contingent Shares.

the Company shall promptly cause sixty percent (60%) of the equity interests in a new entity QuantumSpeed Inc., a planned wholly-owned

subsidiary of the Company to which the acquired intellectual property assets will have been assigned, to be transferred to Adrian (or

its designee) free and clear of all encumbrances (other than restrictions under applicable securities laws), (ii) Adrian’s security

interest in such equity interests shall be automatically released, and (iii) Adrian shall retain full ownership of the 3,000,000 shares

of common stock previously issued at Closing and the Adrian Note, without any obligation to return, cancel, or forfeit the same.

avoidance of doubt, in such event, no alternative consideration will be provided in lieu of the Contingent Shares.

Employment Agreement – Erik Klinger, Chief Financial Officer

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Strategic Joint Venture Agreement

On January 9, 2026, the Company entered into a Strategic Joint Venture

Agreement (the “JV Agreement”) with BOCA JOM, LLC (“BOCA”), GBT Tokenize Corp.

(“TOKENIZE”), and GBT

Technologies, Inc.

Pursuant to the JV 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”).

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.

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.

The contributions are as follows:

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

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.

JV LLC will be governed by a three-member board, with governance and deadlock resolution mechanisms to be set forth in a separate operating

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 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.

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.

In February 2025,

TOKENIZE and GBT funded the JV LLC with 2,917,602 shares of Common Stock.

On January 9, 2026, the Company entered into a Strategic

Joint Venture Agreement (the “JV Agreement”) with BOCA JOM, LLC (“BOCA”), GBT Tokenize Corp.

(“TOKENIZE”),

and GBT Technologies, Inc.

The parties agreed 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.

Capital Contributions and Valuation To fund

and resource the JV LLC, the parties agreed to specific capital and asset contributions.

TOKENIZE will contribute its intellectual property

portfolio along with 897,102 shares of the Company’s common stock for 22.04% ownership of the JV, and GBT will contribute 2,020,500

shares of the Company’s common stock for 2.264% ownership of the JV.

BOCA will contribute the designated projects and provide non-exclusive

licenses granting the JV LLC rights to use certain background intellectual property solely for the designated projects for 37.848% ownership

The Company will provide non-exclusive licenses granting the JV LLC rights to use certain background intellectual property

solely for the designated projects for 37.848% ownership of the JV.

All contributions of the Company’s securities

are subject to compliance with applicable securities laws and Nasdaq Listing Rules, including any requisite shareholder approval.

To facilitate

the negotiation of equity ownership percentages, the parties utilized an internal reference value of $1.0 billion.

The Company explicitly

notes that this internal value is not a statement of the JV LLC’s actual fair market value, was reached without an independent third-party

valuation, and should not be relied upon as an indication of value for the JV LLC, its assets, or the Company’s interest therein.

The JV LLC will be governed by

a three-member board, with specific governance and deadlock resolution mechanisms to be established in a separate operating agreement.

TOKENIZE and GBT will not participate in the management or governance of the JV LLC.

Additionally, the JV Agreement permits the Company

to appoint a director to BOCA’s board;

any reciprocal appointment of a BOCA designee to the Company’s board remains subject

to approval by the Company’s independent directors, compliance with Nasdaq rules, and, if applicable, shareholder approval.

Company has appointed its CEO as the Managing Member of the JV.

Intellectual Property, Term, and Termination:

Any intellectual property developed by the JV LLC (“Foreground IP”) will be wholly owned by the JV LLC, while each party retains

ownership of its independently developed background IP.

The JV Agreement has an initial term of seven years and contains customary termination

rights, including if required regulatory approvals (e.g., CFIUS or export controls) are denied.

Furthermore, if no designated project

generates revenue within twelve months following the formation of the JV LLC, the JV Agreement may be terminated, and contributed consideration

may be returned, subject to board-level fiduciary determinations.

The transaction was closed on April 1, 2026.

As of June 30, 2026 the JV LLC a variable interest entity consolidated

by the Company, held 2,917,602 shares of the Company's common stock.

These shares were contributed to the JV LLC by GBT Tokenize Corp.

and GBT Technologies, Inc.

in connection with the JV LLC's formation and are presented as treasury stock within the Company's consolidated

statement of stockholders' equity.

These shares are excluded from the weighted-average shares used in the Company's computation of basic

and diluted earnings per share.

No gain or loss is recognized in the Company's consolidated

statements of operations from changes in the fair value of these shares, consistent with the Company's policy of not recognizing gains

or losses on transactions or remeasurements involving its own equity securities.

These shares remain subject to transfer restrictions

under the Strategic Joint Venture Agreement dated January 9, 2026 (the “JV Agreement”), pursuant to which they may not be

sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of without the prior written consent of the other

party to the JV Agreement, subject to limited permitted-transfer exceptions.

The JV Agreement does not specify a fixed expiration date

for this restriction.

VWave Boca JV, LLC is a VIE for which the Company

has determined that it is the primary beneficiary as it has the power to direct significant activities and obligations to absorb losses

or right to receive benefits and therefore consolidates the JV and records non-controlling interest.

The Company contributed access by license in its intellectual property

with a carrying value of zero in exchange for its investment in VWave Boca JV, LLC.

The Company’s shares of common stock contributed

by the other members have been accounted for as treasury stock.

The Company’s share of the income (loss) reported by the JV are

consolidated in the accompanying unaudited condensed consolidated statements of operations.

SaverOne Transaction

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Below is a summary of the three-stage equity exchange:

Stage 1 - SaverOne issues VisionWave ordinary shares representing

● Stage 1 - SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted),

in exchange for VisionWave common stock valued at approximately $2.74 million.

On March 5, 2026, VisionWave completed the Stage 1 Closing

pursuant to the Exchange Agreement.

At the Stage 1 Closing, VisionWave issued the Stage 1 VisionWave Shares to SaverOne, having an aggregate

value of approximately $2.7 million, calculated based on the VWAV Average Price (as defined in the Exchange Agreement) of $7.5031 per

In exchange, SaverOne issued the Company 148,584 restricted ADSs (representing 6,418,828,800 restricted ordinary shares) representing

19.99% of SaverOne’s issued and outstanding share capital as of the effective date of the Exchange Agreement (calculated on a fully

diluted basis, excluding any dilutive effects from future issuances unrelated to the Exchange Agreement).

In addition, the Company will

issue the corresponding shares issuable to management at the Stage 1 Closing pursuant to Schedule 1.7 of the Exchange Agreement, including

the applicable portion of the $3 million pool (39.1877%).

● Stage 2 - Upon achievement of the first operational integration milestone, SaverOne issues VisionWave ordinary shares representing

19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for VisionWave Common Stock valued at approximately

$2.74 million.

On March 5, 2026, VisionWave completed the Stage 1 Closing pursuant to the Exchange Agreement.

At the Stage 1 Closing,

VisionWave issued the Stage 1 VisionWave Shares to SaverOne, having an aggregate value of approximately $2.7 million, calculated based

on the VWAV Average Price (as defined in the Exchange Agreement) of $7.5031 per share.

In exchange, SaverOne issued to the Company148,584

restricted ADSs (representing 6,418,828,800 restricted ordinary shares) representing 19.99% of SaverOne’s issued and outstanding

share capital as of the effective date of the Exchange Agreement (calculated on a fully diluted basis, excluding any dilutive effects

from future issuances unrelated to the Exchange Agreement).

In addition, the Company will issue the corresponding shares issuable to management

at the Stage 1 Closing pursuant to Schedule 1.7 of the Exchange Agreement, including the applicable portion of the $3 million pool (39.1877%).

Stage 2 - Upon achievement of the first operational integration

milestone, SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted),

in exchange for VisionWave Common Stock valued at approximately $2.74 million.

Stage 3 - Upon achievement of a commercial or defense pilot milestone,

SaverOne issues VisionWave ordinary shares representing 11.02% of SaverOne’s outstanding share capital (fully diluted) resulting

in VisionWave owning approximately 51% of SaverOne in exchange for VisionWave Common Stock valued at approximately $1.51 million.

● Stage 3 - Upon achievement of a commercial or defense pilot milestone, SaverOne issues VisionWave ordinary shares representing 11.02%

of SaverOne’s outstanding share capital (fully diluted) resulting in VisionWave owning approximately 51% of SaverOne in exchange

for VisionWave Common Stock valued at approximately $1.51 million.

At the close of stage 3 of the transaction, VisionWave shareholdings of

SaverOne was 41.5%.

Blade Ranger Transaction

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● $350,000 was paid upon execution of the SOW;

Approximately $1.0 million is payable through completion and acceptance

of the proof-of-concept (“POC”) milestone;

Approximately $6.0 million is payable upon completion and acceptance

of successive intermediate milestones, including scaled deployment and operational validation;

Approximately $3.0 million is payable upon final delivery and full

program acceptance.

● Approximately $1.0 million is payable through completion and acceptance of the proof-of-concept (“POC”) milestone;

● Approximately $6.0 million is payable upon completion and acceptance of successive intermediate milestones, including scaled deployment

and operational validation;

● Approximately $3.0 million is payable upon final delivery and full program acceptance.

If milestone execution proceeds as planned, the SOW is structured to generate

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The Company is obligated to make an initial advance of up to $1,300,000

within ten (10) Business Days following the Effective Date (subject to satisfaction of conditions precedent), to be used for general working

capital purposes consistent with the C.M.

within thirty (30) Business Days following the Effective Date (subject to satisfaction of conditions precedent), to be used for general

working capital purposes consistent with the C.M.

Composite’s ordinary course of business.

Subsequent advances of the remaining up to $3,500,000

may be made in one or more tranches upon mutual written agreement of the parties, solely for working capital or the establishment and

operation of a new facility outside Israel, with each tranche subject to the Company’s reasonable approval and minimum amounts (generally

not less than $250,000 unless otherwise agreed).

Proceeds of subsequent advances are to be used exclusively to operate, develop, certify,

market, and commercialize the C.M.

Subsequent advances of the remaining

up to $3,500,000 may be made in one or more tranches upon mutual written agreement of the parties, solely for working capital of the establishment

and operation of a new facility outside Israel, with each tranche subject to the Company’s reasonable approval and minimum amounts

(generally not less than $250,000 unless otherwise agreed).

Proceeds of subsequent advances are to be used exclusively to operate, develop,

certify, market, and commercialize the C.M.

Composite’s technologies and products in global markets, including the United States.

advanced $500,000 to C.M.

The Company advanced $500,000 to C.M.

Composite on February 5, 2026, the Company advanced $200,000 to C.M.

Composite on January 22, 2026 and the Company

advanced $398,345 to C.M.

Composite on January 22, 2026

and the Company advanced $398,345 to C.M.

Composite on December 26, 2025.

The advances were made pursuant to a promissory note with a 24-month maturity,

bearing no interest unless an event of default occurs (then at 5% per annum or the lower legal maximum), prepayable without penalty, and

not contingent on any acquisition or strategic transaction.

The advances were made pursuant to a promissory note with a

24-month maturity, bearing no interest unless an event of default occurs (then at 5% per annum or the lower legal maximum), prepayable

without penalty, and not contingent on any acquisition or strategic transaction.

Any loan pursuant to the Loan Agreement will bear simple interest at 12%

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Pursuant to the Side Letter, among other things:

the Company acknowledges the terms of the Giza Settlement

Agreement and agrees that C.M.

Composite’s performance thereunder (including payments, reporting, and security perfection) does

not constitute a breach or default under the Share Purchase Agreement, Loan Agreement, Note, or related agreements.

the Company consents to all payments by C.M.

Composite (or its

affiliates) to Giza under the Giza Settlement Agreement, including an immediate payment already made by the Company directly to Giza and

ongoing periodic payments, and agrees not to interfere with such payments.

until full satisfaction of such obligations, neither C.M.

Composite nor the Company shall take actions resulting in dilution of C.M.

Composite’s shareholders, including issuances of equity,

options, warrants, or convertible securities;

the Company further agrees not to exercise conversion rights under the Note without Giza’s

prior written consent.

the Company irrevocably commits to provide aggregate funding of

at least $5,000,000 to C.M.

Composite, allocated as $1,500,000 for working capital and $3,500,000 for establishing and operating a new

facility outside Israel.

Composite’s activities outside Israel (including those

funded by the committed amount) must be conducted directly by C.M.

Composite, not through subsidiaries or other entities, unless pledged

Neither the Company nor C.M.

Composite shall structure transactions

to circumvent the Giza Settlement Agreement’s restrictions or payment priorities.

Moskovich shall appoint an Israeli trustee (subject to Giza’s

approval) for certain shares of C.M.

● the Company acknowledges the terms of the Giza Settlement Agreement and agrees that C.M.

Composite’s performance thereunder

(including payments, reporting, and security perfection) does not constitute a breach or default under the Share Purchase Agreement, Loan

Agreement, Note, or related agreements.

On February 26, 2026, the Company entered into the First Amendment (the

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the Company may not terminate if it is then in material breach of its obligations under the Share Purchase Agreement.

Under the Amendment, to the extent the Belrise Condition is not satisfied

by the Seller and the Company has not otherwise waived such condition, the Company may elect to close the SPA in accordance with certain

terms and conditions at a reduced purchase price.

The Company has agreed to use its reasonable best efforts to work with the Seller to

satisfy the Belrise Condition and has acknowledged the Belrise Condition is critical to the value of the transaction and to its financial

The Agreement contains a customary termination provision if the Company’s

Board is materially adversely affected with respect to certain aspects of the transaction following the Initial Closing.

This includes

terminations under applicable securities laws, and if the Seller’s security interest shall be automatically released, and (iii)

the Seller shall retain full ownership of the 3,500,000 shares of common stock previously issued at Closing and the Note, without any

obligation to return, cancel, or forfeit the same.

xClibre IP Assets Acquisition

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not obtained within nine (9) months after the Closing Date, then (i) the Company shall promptly cause sixty percent (60%) of the equity

interests in xClibre Inc., a wholly-owned subsidiary of the Company to which the acquired intellectual property assets will have been

assigned, to be transferred to the Seller (or its designee) free and clear of all encumbrances (other than restrictions under applicable

securities laws), (ii) the Seller’s security interest in such equity interests shall be automatically released, and (iii) the Seller

shall retain full ownership of the 3,500,000 shares of common stock previously issued at Closing and the Note, without any obligation

to return, cancel, or forfeit the same.

For the avoidance of doubt, in such event, no alternative consideration will be provided in lieu

of the Contingent Shares.

An independent third-party valuation by BDO Consulting Group assessed the

xClibre intellectual property at approximately $60 million as of April 10, 2026, based on certain assumptions regarding future development

success, market adoption, and discount rates.

This valuation is not a guarantee of realizable value and is subject to significant risks,

including potential impairment if development milestones are not met.

The Company’s Board was provided also with a fairness opinion

by BDO Consulting Group for the structure and the value of the transaction.

The Company’s Board of Directors reviewed this valuation

and determined that the transaction is fair to, and in the best interests of, the Company and its stockholders.

interests in a new entity xClibre Inc., a planned wholly-owned subsidiary of the Company to which the acquired intellectual property assets

will have been assigned, to be transferred to the Seller (or its designee) free and clear of all encumbrances (other than restrictions

under applicable securities laws), (ii) the Seller’s security interest in such equity interests shall be automatically released,

and (iii) the Seller shall retain full ownership of the 3,500,000 shares of common stock previously issued at Closing and the Note, without

any obligation to return, cancel, or forfeit the same.

For the avoidance of doubt, in such event, no alternative consideration will be

provided in lieu of the Contingent Shares.

The Agreement contains customary representations, warranties, covenants

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Investor may convert the Convertible Notes into shares of the

Company’s common stock at a conversion price equal to the lower of $10.00 or 93% of the lowest daily VWAP during the five

consecutive trading days immediately preceding the conversion (the “Conversion Price”);

provided, that in no event may the

Conversion Price be lower than $1.00 (the “Floor Price”).

In addition, upon the occurrence and during the continuation of

an event of default, the Convertible Notes may be declared immediately due and payable, in which case the Company shall pay to YA II the

principal and interest due thereunder.

In no event shall Investor be allowed to effect a conversion if such conversion, along with all

other shares of common stock then beneficially owned by YA II and its affiliates, would exceed 4.99% of the outstanding shares of the

then common stock of the Company.

time on or after the issuance of the Convertible Notes (i) the Floor Price Event, (ii) the

Exchange Cap Event or (iii) a Registration Event occurs, provided, however, that no Registration Event shall be deemed to have occurred

prior to the Rule 144 Date, and after the Rule 144 Date, no Registration Event shall be deemed to have occurred so long as the Company

remains current on its filings with the SEC and the Investor is able to rely on Rule 144 under the Securities Act of 1933, as amended,

to resell shares of common stock issuable under the Convertible Notes, then the Company shall make monthly payments to Investor beginning

on the seventh trading day after the Amortization Event and continuing monthly in the amount of $750,000 plus a 5.0% premium and all accrued

and unpaid interest.

The Exchange Cap Event will not apply in the event the Company has obtained the approval from its stockholders in

accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated

in the Convertible Note and the SEPA in excess of the Exchange Cap.

Company’s common stock at a conversion price equal to the lower of $10.00 or 93% of the lowest daily VWAP during the five consecutive

trading days immediately preceding the conversion (the “Conversion Price”);

provided, that in no event may the Conversion

Price be lower than $1.00 (the “Floor Price”).

In addition, upon the occurrence and during the continuation of an event of

default, the Convertible Notes may be declared immediately due and payable, in which case the Company shall pay to YA II the principal

and interest due thereunder.

In no event shall Investor be allowed to effect a conversion if such conversion, along with all other shares

of common stock then beneficially owned by YA II and its affiliates, would exceed 4.99% of the outstanding shares of the then common stock

of the Company.

If at anytime on or after the issuance of the Convertible Notes (i) the Floor Price Event, (ii) the Exchange Cap Event

or (iii) a Registration Event occurs, provided, however, that no Registration Event shall be deemed to have occurred prior to the Rule

144 Date, and after the Rule 144 Date, no Registration Event shall be deemed to have occurred so long as the Company remains current on

its filings with the SEC and the Investor is able to rely on Rule 144 under the Securities Act of 1933, as amended, to resell shares of

common stock issuable under the Convertible Notes, then the Company shall make monthly payments to Investor beginning on the seventh trading

day after the Amortization Event and continuing monthly in the amount of $750,000 plus a 5.0% premium and all accrued and unpaid interest.

The Exchange Cap Event will not apply in the event the Company has obtained the approval from its stockholders in accordance with the

rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated in the Convertible Note

and the SEPA in excess of the Exchange Cap.

The Company will control the timing and amount of any sales of shares of

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(including restrictions on variable rate transactions, additional indebtedness without consent, and use of proceeds), and events of default.

The Company is not required to register the shares issuable upon conversion of the Note but has agreed to register the shares issuable

upon exercise of the Warrant.

The Company is not required to register the shares issued upon conversion of the Note but has agreed to register the shares issuable upon

exercise of the Warrant.

The Investor has demand registration rights covering all shares of common stock underlying the Note.

written demand, the Company must file a resale registration statement within 45 calendar days, use commercially reasonable efforts to

cause it to become effective promptly, and address any Rule 415 limitations through pro-rata reductions and successive filings as necessary.

In addition, the Company shall, at its sole cost and expense, file with the SEC on or before the date that is 90 calendar days after the

demand, the Company must file a resale registration statement within 45 calendar days, use commercially reasonable efforts to cause it

to become effective promptly, and address any Rule 415 limitations through pro-rata reductions and successive filings as necessary.

addition, the Company shall, at its sole cost and expense, file with the SEC on or before the date that is 90 calendar days after the

closing date file a registration statement on Form S-1 registering the resale of all of the shares of common stock issuable upon exercise

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subsidiary of VisionWave entered into a Consulting and Share Purchase Agreement (the “Junko Agreement”) with Mr.

the controlling shareholder of Junko Solar Ltd., an Israeli company engaged in solar panel maintenance and cleaning services.

to the Junko Agreement, SolarDrone agreed to acquire 51% of the issued and outstanding shares of Junko Solar Ltd.

a controlling shareholder of Junko Solar Ltd., an Israeli company engaged in solar panel maintenance and cleaning services.

the Junko Agreement, SolarDrone agreed to acquire 51% of the issued and outstanding shares of Junko Solar Ltd.

(the “Junko Transaction”).

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will transfer operational

activities related to solar panel cleaning and maintenance services, including customer relationships, business opportunities, and related

activities related to solar panel cleaning and maintenance services, including customer relationships, business relationships, and related

operational assets to SolarDrone.

SolarDrone will manage and operate the business going forward.

The transaction was not closed until

March 31, 2026.

The transaction was closed on April 1,

Chief Operating Officer

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Material terms of the Shuss Agreement include:

An initial term of three years, with automatic one-year renewals

absent 30 days’ prior written notice by either party.

Annual base salary of $120,000, increasing to $240,000 upon

the Company achieving $3,000,000 in revenue during any 90-day period.

Eligibility for an annual performance bonus targeted at

0.5% of net income as reported in the Company’s SEC filings.

Participation in the Company’s standard employee benefit

Severance upon a qualifying termination without cause or

for good reason:

a lump-sum payment equal to the greater of $500,000 or two times the then-current base salary, subject to execution of

a general release of claims.

Customary restrictive covenants, including confidentiality, invention

assignment, non-solicitation, and non-competition obligations.

● An initial term of three years, with automatic one-year renewals absent 30 days’ prior written notice by either party.

● Annual base salary of $120,000, increasing to $240,000 upon the Company achieving $3,000,000 in revenue during any 90-day period.

● Eligibility for an annual performance bonus targeted at 0.5% of net income as reported in the Company’s SEC filings.

● Participation in the Company’s standard employee benefit plans.

● Severance upon a qualifying termination without cause or for good reason:

a lump-sum payment equal to the greater of $500,000 or two

times the then-current base salary, subject to execution of a general release of claims.

● Customary restrictive covenants, including confidentiality, invention assignment, non-solicitation, and non-competition obligations.

Concurrently, Mr.

Shuss was granted a nonstatutory

stock option to purchase 500,000 shares of the Company’s common stock under the Company’s 2025 Omnibus Equity Incentive Plan,

with an exercise price equal to the closing price of the common stock on March 12, 2026, vesting in twelve equal quarterly installments

commencing June 30, 2026, and expiring five years from the date of grant (subject to earlier termination upon cessation of service).

Shuss was granted a nonstatutory stock option to purchase

500,000 shares of the Company’s common stock under the Company’s 2025 Omnibus Equity Incentive Plan, with an exercise price

equal to the closing price of the common stock on March 12, 2026, vesting in twelve equal quarterly installments commencing June 30, 2026,

and expiring five years from the date of grant (subject to earlier termination upon cessation of service).

Shuss also entered into a Proprietary & Confidential Information,

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● No changes to Mr.

Davis’s base salary, annual bonus,

or other compensation terms from the original Employment Agreement.

A one-time non-qualified stock option (the “Milestone Option”)

to purchase shares of the Company’s common stock equal to $100,000,000 in value (determined based on the Nasdaq closing price per

share on the trading day immediately preceding the achievement date (the “Reference Price”)), granted under the Plan on the

first business day following the date on which the Company first achieves both (i) $100,000,000 in trailing twelve-month revenue (as reported

in the Company’s most recent Form 10-Q or Form 10-K) and (ii) a fully diluted market capitalization of at least $1,000,000,000 (calculated

using the Reference Price), subject to Mr.

Davis’s continued employment through the grant date.

The exercise price per share of the Milestone Option equal to the

Reference Price.

Full vesting on the grant date, with a 10-year term (subject to

earlier termination as provided in the Plan and applicable award agreement), cashless exercise provisions (to the extent permitted under

the Plan), and subject to the Company’s clawback policy (as may be adopted or amended to comply with Dodd-Frank Act requirements

or Nasdaq rules)

The grant is subject to Board or Compensation Committee approval,

Plan share availability, and compliance with applicable securities laws, including Nasdaq listing rules.

Davis’s base salary, annual bonus, or other compensation terms from the original Employment Agreement.

● A one-time non-qualified stock option (the “Milestone Option”) to purchase shares of the Company’s common stock

equal to $100,000,000 in value (determined based on the Nasdaq closing price per share on the trading day immediately preceding the achievement

date (the “Reference Price”)), granted under the Plan on the first business day following the date on which the Company first

achieves both (i) $100,000,000 in trailing twelve-month revenue (as reported in the Company’s most recent Form 10-Q or Form 10-K)

and (ii) a fully diluted market capitalization of at least $1,000,000,000 (calculated using the Reference Price), subject to Mr.

continued employment through the grant date.

● The exercise price per share of the Milestone Option equal to the Reference Price.

● Full vesting on the grant date, with a 10-year term (subject to earlier termination as provided in the Plan and applicable award agreement),

cashless exercise provisions (to the extent permitted under the Plan), and subject to the Company’s clawback policy (as may be adopted

or amended to comply with Dodd-Frank Act requirements or Nasdaq rules)

● The grant is subject to Board or Compensation Committee approval, Plan share availability, and compliance with applicable securities

laws, including Nasdaq listing rules.

Changes to Board Committee Memberships and Independent Lead Director

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● The Board accepted the resignation of Eric T.

his position as Lead Independent Director and from all Board committee memberships, effective March 13, 2026.

Shuss will continue

to serve as a member of the Board.

The Board appointed Atara Dzikowski as a member of the Audit Committee,

the Compensation Committee, and the Nominating and Corporate Governance Committee, effective March 13, 2026, and as Chair of the Nominating

and Corporate Governance Committee.

The Board appointed Chuck Hansen as Independent Lead Director of

the Board, effective March 13, 2026.

Shuss from his position as Lead Independent Director and from all Board committee memberships,

effective March 13, 2026.

Shuss will continue to serve as a member of the Board.

● The Board appointed Atara Dzikowski as a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate

Governance Committee, effective March 13, 2026, and as Chair of the Nominating and Corporate Governance Committee.

● The Board appointed Chuck Hansen as Independent Lead Director of the Board, effective March 13, 2026.

National Oil Company of Liberia

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The Company has been granted exclusive, non-transferable rights to pursue

the Blocks for a period of eight (8) months from execution of the LOE (“Effective Date”), subject to extension if delays

in the PSC process are not attributable to the Company.

During this period, NOCAL is prohibited from negotiating or granting rights in

the Blocks to third parties (except limited reconnaissance licenses that do not interfere).

the Blocks for a period of eight (8) months from execution of the LOE (“Effective Date”), subject to extension if delays in

the PSC process are not attributable to the Company.

During this period, NOCAL is prohibited from negotiating or granting rights in the

Blocks to third parties (except limited reconnaissance licenses that do not interfere).

Assignment requires NOCAL’s prior written

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block (total $600,000) within sixty (60) days following execution of the LOE by both parties.

In the event the Blocks are not

awarded to the Company for reasons not attributable to the Company, such payment is refundable in full without interest.

This obligation

is binding and material to the Company’s near-term liquidity.

In the event the Blocks are not awarded

to the Company for reasons not attributable to the Company, such payment is refundable in full without interest.

This obligation is binding

and material to the Company’s near-term liquidity.

Following execution of a PSC, the Company would be required to license

seismic data for not less than $1,000,000 per block within 120 days of PSC execution.

Upon execution and ratification of a PSC, the

Company would be required to pay a signature bonus of $1,000,000 per block, payable within ninety (90) days of legislative ratification.

The LOE contemplates a 10% carried interest to NOCAL;

Upon execution and ratification of a PSC, the Company

would be required to pay a signature bonus of $1,000,000 per block, payable within ninety (90) days of legislative ratification.

contemplates a 10% carried interest to NOCAL;

10% carried interest to the Government of Liberia;

5% carried interest to citizens;

and up to 5% participation by a local Liberian company.

The contemplated PSC includes a multi-phase exploration program over

approximately seven (7) years.

up to 5% participation by a local Liberian company.

The contemplated PSC includes a multi-phase exploration program over approximately

seven (7) years.

The LOE contains binding provisions, including exclusivity, confidentiality,

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award of petroleum rights or grant any exploration or production rights at this stage.

The execution of a PSC remains subject

to prequalification, regulatory approvals, and legislative ratification in Liberia.

There can be no assurance that a PSC will be executed

or that the Company will ultimately be awarded the Blocks, that the Company’s proprietary RF sensing technologies will prove feasible

or effective in this new application domain (outside the Company’s core defense and security markets), or that the Company will

derive any revenue or benefit from this initiative.

The Company may require additional capital, strategic partners, or farm-out arrangements

to fulfill obligations, and the transaction involves significant geopolitical, regulatory, and operational risks in an emerging market

jurisdiction.

The execution of a PSC remains subject to prequalification,

regulatory approvals, and legislative ratification in Liberia.

There can be no assurance that a PSC will be executed or that the Company

will ultimately be awarded the Blocks, that the Company’s proprietary RF sensing technologies will prove feasible or effective in

this new application domain (outside the Company’s core defense and security markets), or that the Company will derive any revenue

or benefit from this initiative.

The Company may require additional capital, strategic partners, or farm-out arrangements to fulfill obligations,

and the transaction involves significant geopolitical, regulatory, and operational risks in an emerging market jurisdiction.

Acquisition of VisionWave IL, Ltd.

On March 18, 2026, the Company acquired 100% of the

issued and outstanding shares of VisionWave IL Ltd., an Israeli private shell limited company (“VisionWave Israel”), for nominal

consideration.

Further, on March 18, 2026, VisionWave Israel appointed

Khdoura Sabbagh as Chief Executive Officer and its sole director and entered into an Employment Agreement with Mr.

Sabbagh, pursuant to

Sabbagh was appointed Chief Executive Officer of VisionWave Israel.

On March 18, 2026, the Company acquired 100% of the issued and outstanding

shares of VisionWave IL Ltd., an Israeli private shell limited company (“VisionWave Israel”), for nominal consideration.

Further, on March 18, 2026, VisionWave Israel appointed Khdoura Sabbagh

as Chief Executive Officer and its sole director and entered into an Employment Agreement with Mr.

Sabbagh, pursuant to which Mr.

was appointed Chief Executive Officer of VisionWave Israel.

Under the Employment Agreement, Mr.

Sabbagh will receive

an annual base salary of $150,000 and is eligible to receive options to purchase 2,000,000 shares of the Company’s common stock,

subject to vesting and the terms of the Company’s equity incentive plan.

The agreement contains customary terms regarding duties,

confidentiality, intellectual property, and termination.

On March 18, 2026, VisionWave Israel also entered

into a Consulting Agreement with CO-Finance Financial and Accounting Consulting Ltd., a company controlled by Oren Attiya, pursuant to

Attiya will provide financial and accounting services to VisionWave Israel.

Under the Consulting Agreement, the consultant will

receive monthly compensation of NIS 12,000 plus VAT.

The agreement is structured as an independent contractor arrangement and includes

customary terms and conditions.

At March 31, 2026, the transaction was not closed

and the options were not granted under the employment agreement.

Sabbagh will receive an annual base salary

of $150,000 and is eligible to receive options to purchase 2,000,000 shares of the Company’s common stock, subject to vesting and

the terms of the Company’s equity incentive plan.

The agreement contains customary terms regarding duties, confidentiality, intellectual

property, and termination.

At June 30, 2026, the options were not yet granted.

On March 18, 2026, VisionWave Israel also entered into a Consulting Agreement

with CO-Finance Financial and Accounting Consulting Ltd., a company controlled by Oren Attiya, pursuant to which Mr.

Attiya will provide

financial and accounting services to VisionWave Israel.

Under the Consulting Agreement, the consultant will receive monthly compensation

of NIS 12,000 plus VAT.

The agreement is structured as an independent contractor arrangement and includes customary terms and conditions.

At June 30, 2026, the options were not granted under the employment agreement.

Ian Share Purchase Agreement

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·satisfaction or waiver of other customary closing conditions.

Until the closing occurs, there can be no assurance that the acquisition

will be consummated on the terms currently contemplated, or at all.

The Company intends to evaluate strategic opportunities relating to the

Target Companies’ operations and potential integration into VisionWave’s broader international business activities.

Listing In Germany

During May 2026, the Company commenced the process of seeking registration

of its common stock for trading on the Frankfurt Stock Exchange in Germany and, in connection therewith, obtained a Legal Entity Identifier

(“LEI”) from WM Datenservice for international securities settlement and regulatory purposes.

The process was completed in

In connection with the Frankfurt listing and expansion of investor awareness

activities in Europe, particularly within Germany, Switzerland, and Austria, the Company entered into (i) an Investor Awareness Advisory

Agreement and (ii) an Investor Awareness Services Agreement with CapitaLink Ltd, an Israeli-based investor awareness and communications

advisory firm.

Under the advisory agreement, the Company agreed issued 55,000 restricted

shares of common stock pursuant to the Company’s 2024 Omnibus Equity Incentive Plan as consideration for advisory on investor awareness

services related to the European market and Frankfurt listing process.

The shares are subject to a 180-day lock-up and Rule 144 resale

restrictions.

Under the services agreement, CapitaLink agreed to assist the Company with

investor awareness outreach, European media distribution, informational campaign management, and administrative support relating to the

Frankfurt Stock Exchange listing process, including support associated with exchange-related requirements and fees.

The Company’s Board of Directors approved the engagements and determined

that the agreements were intended solely for investor awareness, educational outreach, and public communications purposes and did not

constitute broker-dealer, placement agent, or investment advisory activities.

Key Financial Definitions/Components of Results

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the reporting period.

Making estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the

date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term

due to one or more future confirming events.

Significant estimates include assumptions made in the valuation of the options, valuation

of convertible notes, fair value of assets acquired including intangible assets, useful life of intangible assets, valuation of warrants

and recoverability of deferred tax assets.

Making estimates requires management to exercise significant

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed

at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Significant estimates include assumptions made in the valuation of the stock options,

valuation of convertible notes, fair value of assets acquired including intangible assets, useful life of intangible assets, valuation

of warrants, impairment of goodwill and intangible assets, recoverability of receivables, and recoverability of deferred tax assets.

Accordingly, the actual results could differ from those estimates.

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Net Loss Per Share

Basic net income (loss) per share is computed by dividing the net loss by the

weighted average shares outstanding for the year.

Diluted loss per share is computed by giving effect to all potential shares of common

stock to the extent dilutive.

For the three and six months ended March 31, 2026 and 2025, the Company’s diluted weighted-average

Basic net income (loss) per share is computed by dividing the net loss

by the weighted average shares outstanding for the year.

Diluted loss per share is computed by giving effect to all potential shares of

common stock to the extent dilutive.

For the three and nine months ended June 30, 2026 and 2025, the Company’s diluted weighted-average

shares outstanding is equal to basic weighted-average shares, due to the Company’s net loss position.

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were included in the computation of diluted net loss per unit since such inclusion would have been antidilutive.

At March 31, 2026 and

As of June 30, 2026 and

2025, potentially dilutive securities include the public warrants, stock options and the convertible promissory notes.

Recent Accounting Pronouncements

On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income

Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the statements of operations.

standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statements

of operations as well as disclosures about selling expenses.

The standard is effective for annual reporting periods beginning after December

15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently assessing

the impact this standard will have on its unaudited condensed consolidated financial statements and related disclosures.

The Company’s management does not believe that any other recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed consolidated financial statements.

Results of Operations

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of future results.

The three months ended March 31, 2026 and 2025.

The following table sets forth the Company’s unaudited condensed consolidated

statements of operations data for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The three months ended June 30, 2026 and 2025.

The following table sets forth the Company’s unaudited condensed

consolidated statements of operations data for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Cost of revenue

Operating costs:

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Loss from operations

(18,144,667 )

(17,998,601 )

Other (expense) income:

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Interest expense

Net gain/(loss) from sale of Marketable Securities

Net loss from sale of Marketable Securities

Loss on disposal of investments

Change in fair value of convertible notes payable

Change in fair value of other liabilities

Change in fair value of other investments

Other expenses

Total other (expense) income, net

$ (25,930,607 )

$ (25,775,086 )

Gross profit for the three months ended June 30, 2026 was $114,580 as compared

to $0 for the same period in 2025.

The Company generates revenue from the Solar Drone mainly through its subsidiary Junko, which was acquired

during the nine months ended June 30, 2026.

General and Administrative

General and administrative expenses for the three

months ended March 31, 2026 was $2,922,318 as compared to $131,463 for the same period in 2025.

The $2,790,855 increase in general and

administrative for the three months ended March 31, 2026 reflects increases in professional services such as legal, consulting and accounting.

The Company anticipates continued investment in public company compliance and professional services as operations expand.

General and administrative expenses for the three months ended June 30, 2026 was

$5,989,701 as compared to $132,933 for the same period in 2025.

The $5,856,768 increase in general and administrative for the three months

ended June 30, 2026 reflects increases in professional services such as legal, stock-based compensation, consulting and accounting.

Research and Development

Research and Development expenses for the three months ended March 31,

2026 was $271,534, as compared to $0 for the same period in 2025.

The $271,534 increase in research and development reflects increases

in personnel and supplies related costs as the Company continues to develop its products.

The Company expects that its research and development

expense will increase in future periods as it seeks to develop and commercialize its products.

Research and Development expenses for the three

months ended June 30, 2026 was $747,803, as compared to $8,548 for the same period in 2025.

The $739,255 increase in research

and development reflects increases in personnel and supplies related costs as the Company continues to develop its products.

Company expects that its research and development expense will increase in future periods as it seeks to develop and commercialize

its products.

Sales and Marketing

Sales and marketing for the three months ended March 31, 2026 was $2,159,439

as compared to $11,490 for the same period in 2025.

The $2,147,949 increase in sales and marketing reflects increases in marketing such

as investor awareness costs as the Company continues to develop its products.

Sales and marketing for the three months ended June 30, 2026 was $3,167,400 as

compared to $4,585 for the same period in 2025.

The $3,162,815 increase in sales and marketing reflects increases in marketing such as

investor awareness costs as the Company continues to develop its products.

Depreciation and amortization

Depreciation and amortization for the three months ended March 31, 2026

was $5,702,250 as compared to $0 for the same period in 2025.

The $5,702,250 increase is related to depreciation on fixed assets purchased

and acquired in the asset acquisitions and amortization on intellectual property acquired in the asset acquisitions.

Depreciation and amortization for the three months

ended June 30, 2026 was $8,354,343 as compared to $0 for the same period in 2025.

The $8,354,343 increase is related to depreciation on

fixed assets purchased and acquired in the asset acquisitions and amortization on intellectual property acquired in the asset acquisitions.

Interest income

During the three months ended March 31, 2026, the Company earned $18,414

in interest income on balances held in bank accounts.

During the three months ended June 30, 2026, the Company

earned $185,789 in interest income on balances held in bank accounts as well as notes receivable balances.

Interest expense

Interest expense of $2,192,375 for the three months ended March 31, 2026,

Interest expense of $5,230,404 for the three months ended June 30, 2026,

is mainly a result of the accrual of interest on the convertible notes payable and amortization of debt issuance cost on convertible notes

Net loss from sale of Marketable Securities

Net loss from sale of Marketable Securities for the

three months ended June 30, 2025 was a loss of 9,455 as a result of sale of AVAI shares.

Loss of disposal on investments

Loss on disposal of investment was $523,011 for the three months ended

June 30, 2026 as a result of SaverOne shares transferred to Adrian for loan payment partially offset by sale of other investments held

at fair value.

Change in fair value of convertible notes payable

During the three months ended March 31, 2026, the Company recorded a gain

During the three months ended June 30, 2026, the Company recorded a loss

of $568,706 from the change in fair value of the convertible promissory note agreements issued under the Standby Equity Purchase Agreement

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Change in fair value of other liabilities

During the three months ended March 31, 2026, the

Company recorded a gain of $262,800 from the change in fair value of the stock-based compensation liability.

During the three months ended March 31, 2026, the Company received $48,975

for the completion of a pilot.

The six months ended March 31, 2026 and 2025.

The following table sets forth the Company’s condensed consolidated

statements of operations data for the six months ended March 31, 2026 and 2025:

Six Months Ended March 31,

During the three months ended June 30, 2026, the Company

recorded a loss of $15,610 from the change in fair value of the stock-based compensation in connection with shares due to a vendor.

Change in fair value of other investments

During the three months ended June 30, 2026, the Company recorded a loss of $1,632,548

from the change in fair value of the investments in T3.

Other expenses

During the three months ended June 30, 2026, other expense of $1,450 was related to miscellaneous charges.

The nine months ended June 30, 2026 and 2025.

Nine Months Ended June 30,

Cost of revenue

Operating costs:

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Interest expense

Net gain/(loss) from sale of Marketable Securities

Net gain from sale of Marketable Securities

Loss on disposal of investments

Change in fair value of convertible notes payable

Change in fair value of other liabilities

Change in fair value of other investments

Total other (expense) income, net

Gross profit for the nine months ended June 30, 2026 was $114,580 as compared

to $0 for the same period in 2025.

The Company generates revenue from the Solar Drone mainly through its subsidiary Junko, which was acquired

during the nine months ended June 30, 2026.

General and Administrative

General and administrative expenses for the six months

ended March 31, 2026 was $7,602,857 as compared to $275,231 for the same period in 2025.

The $7,327,626 increase in general and administrative

for the six months ended March 31, 2026 reflects increases in professional services such as legal, consulting and accounting.

expects that its general and administrative expenses will increase in future periods commensurate with the expected growth of its business

and increased expenditures associated with its status as an exchange listed public company.

General and Administrative expenses for the nine months

ended June 30, 2026 was $13,592,558 as compared to $408,164 for the same period in 2025.

The $13,184,394 increase in research and development

reflects increases in personnel and supplies related to such as the Company continues to develop its.

Research and Development

Research and Development expenses for the six months ended March 31, 2026

was $586,609 as compared to $0 for the same period in 2025.

The $586,609 increase in research and development reflects increases in personnel

and supplies related costs as the Company continues to develop its products.

The Company expects that its research and development expense

will increase in future periods commensurate with the expected growth of its business.

Research and Development for the nine months ended

June 30, 2026 was $1,334,412 as compared to $79,993 for the same period in 2025.

The $1,254,419 increase in sales and marketing reflects

increases in marketing such as investor awareness costs as the Company continues to develop its products.

Sales and Marketing

Sales and marketing for the six months ended March 31, 2026 was $3,612,611

as compared to $71,445 for the same period in 2025.

The $3,541,166 increase in sales and marketing reflects increases in marketing such

as investor awareness costs as the Company continues to develop its products.

The Company expects that its sales and marketing expense

will increase in future periods commensurate with the expected growth of its business.

Sales and marketing for the nine months ended June

30, 2026 was $6,780,011 as compared to $4,585 for the same period in 2025.

The $6,775,426 increase in sales and marketing reflects increases

in marketing such as investor awareness costs as the Company continues to develop its products.

Depreciation and amortization

Depreciation and amortization for the six months ended March 31, 2026 was

$5,821,145 as compared to $0 for the same period in 2025.

The $5,821,145 increase is in related to depreciation on fixed assets purchased

and acquired in the asset acquisitions and amortization on intellectual property acquired in the asset acquisitions.

Depreciation and amortization for the nine months

ended June 30, 2026 was $14,175,488 as compared to $0 for the same period in 2025.

The $14,175,488 increase is in related to depreciation

on fixed assets purchased and acquired in the asset acquisitions and amortization on intellectual property acquired in the asset acquisitions.

Interest income

During the six months ended March 31, 2026, the Company earned $19,402

in interest income on balances held in bank accounts.

During the nine months ended June 30, 2026, the Company

earned $205,191 in interest income on balances held in bank accounts as well as notes receivable balances.

Interest expense

Interest expense of $2,334,917 for the six months ended March 31, 2026,

Interest expense of $7,565,321 for the nine months ended June 30, 2026,

is mainly a result of the accrual of interest on the convertible notes payable and amortization of debt issuance cost on convertible notes

Net gain from sale of Marketable Securities

Net gain from sale of Marketable Securities for the

nine months ended June 30, 2025 was a gain of 104,656 as a result of sale of AVAI shares.

Loss of disposal on investments

Loss on disposal of investment was $523,011 for the nine months ended June

30, 2026 as a result of SaverOne shares transferred to Adrian for loan payment partially offset by the gain on disposal of other investments

held at fair value.

Change in fair value of convertible notes payable

During the six months ended March 31, 2026, the Company recorded a loss

During the nine months ended June 30, 2026, the Company recorded a loss

of $847,752 from the change in fair value of the convertible promissory note agreements issued under the Standby Equity Purchase Agreement

entered into on July 25, 2025.

Change in fair value of other investments

During the nine months ended June 30, 2026, the Company recorded a loss

of $1,632,548 from the change in fair value of the investments in T3.

Change in fair value of other liabilities

During the six months ended March 31, 2026, the Company

recorded a gain of $262,800 from the change in fair value of the stock based compensation liability.

During the six months ended March 31, 2026, the Company received $108,975

for the completion of a pilot.

During the nine months ended June 30, 2026, the Company recorded a gain of $247,190

from the change in fair value of the stock-based compensation liability.

Other income of $107,525 for the nine months ended June 30, 2026, is mainly as

a result for the completion of a pilot.

Liquidity, Capital Resources and Going Concern

The Company’s primary sources of liquidity have been cash from financing

For the three and six months ended March 31, 2026, net loss was $12,910,093 and $19,846,008, respectively.

Cash used in operating

activities was $8,790,770 for the six months ended March 31, 2026.

The Company had an accumulated deficit of $34,954,914 as of March 31,

As of March 31, 2026, working capital deficit was $21,939,175 and cash was $14,255,720.

The Company received proceeds of approximately $23,846 as a result of the

Reverse Acquisition in September 2025, after giving effect to stockholder redemptions and payment of transaction expenses in connection

with the Reverse Acquisition.

The Company received an additional $308,000 pursuant to the Securities Purchases agreement entered into

on July 15, 2025 and $5,000,000 pursuant to the convertible promissory note agreements issued under the Standby Equity Purchase Agreement

referenced below.

During the six months ended March 31, 2026, the Company received an additional $850,000, pursuant to three securities

purchase agreements.

The Company’s primary sources of liquidity have

been cash from financing activities.

For the nine months ended June 30, 2026, the Company’s net loss was $45,776,615.

nine months ended June 30, 2026, the Company used cash of $14,821,280 for operating activities.

As of June 30, 2026, the Company had an

accumulated deficit of $60,788,463 as of June 30, 2026.

As of June 30, 2026, working capital deficit was $33,262,307 and cash was $4,881,610.

On July 25, 2025, the Company entered into the Standby Equity Purchase

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which the Company has the right to sell to the Investor up to $50 million of its shares of common stock, subject to certain limitations

and conditions set forth in the SEPA, from time to time during the term of the SEPA, from time to time during the term of the SEPA.

Company received proceeds of $980,300 from draw down during the three months ended March 31, 2026.

and conditions set forth in the SEPA, from time to time during the term of the SEPA.

The Company received proceeds of $10,540,571 from

draw down during the nine months ended June 30, 2026.

The Company also received net proceed of $16,975,000 for loan issued during

the three and six months ended March 31, 2026 (See Note 13) and $850,000 from the issuance of convertible notes for the same periods in

The Company’s future capital requirements will depend on many factors,

including the timing and extent of spending to support further sales and marketing and research and development efforts.

In order to finance

these opportunities, the Company will need to raise additional financing.

While there can be no assurances, the Company intends to raise

such capital through issuances of additional equity.

If additional financing is required from outside sources, the Company may not be

able to raise it on terms acceptable to the Company or at all.

Going Concern Evaluation

Ordinarily, conditions or events that raise substantial doubt about an

entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due.

The Company evaluated its ability to meet its obligations as they become due within one year from the date that the unaudited condensed

consolidated financial statements are issued by considering the following:

On April 8, 2025, with an effective date of March 31, 2025 and as amended

on May 20, 2026, the Company entered into a Funding Support Agreement with Stanley Hills, LLC (“Stanley Hills”), the principal

shareholder of VisionWave Technologies.

Pursuant to the agreement, Stanley Hills irrevocably and unconditionally committed to provide

financial support to the Company, sufficient to fund the working capital needs through February 17, 2027.

The funding may be provided

by Stanley Hills in the form of direct payments to third parties, advances or intercompany loans, or capital contributions, as mutually

determined by the parties.

Unless otherwise agreed in writing, any such advances will be non-interest bearing and repayable only at such

time as determined by the Board of Directors, and only to the extent such repayment would not impair the Company’s liquidity or

ability to continue as a going concern.

The agreement may not be terminated by Stanley Hills prior to the twelve-month period from the

date of release of the financial statement.

Management has determined that the agreement with Stanley Hills, cash receipts

from customer arrangements, resource reallocation initiatives, additional insider investments and financing, along with its existing cash

and committed affiliated support related combinations alleviated the risk about the Company’s ability to continue as a going concern

for a reasonable period of time, which is considered to be one year from the issuance of the unaudited condensed consolidated financial

Cash flows for the six months ended March 31, 2026 and 2025

the three and nine months ended June 30, 2026 (See Note 14) and $850,000 from the issuance of convertible notes for the same periods.

Going Concern Assessment and Management’s Plans

In response to these conditions, on April 8, 2025,

with an effective date of March 31, 2025 and as amended on July 28, 2026, the Company entered into a Funding Support Agreement with Stanley

Hills, LLC (“Stanley Hills”), its principal shareholder of VisionWave Technologies, Pursuant to the agreement, Stanley Hills

irrevocably and unconditionally committed to provide financial support to the Company, sufficient to fund the working capital needs through

August 28, 2027.

The funding may be provided by Stanley Hills in the form of direct payments to third parties, advances or intercompany

loans or capital contributions, as mutually determined by the parties.

Unless otherwise agreed in writing, any such advances will be non-interest

bearing and repayable only at such time as determined by the Board of Directors, and only to the extent such repayment would not impair

the Company’s liquidity or ability to continue as a going concern.

The agreement may not be terminated by Stanley Hills prior to

the twelve-month period from the date of release of the unaudited condensed consolidated financial statement.

Management has determined that the SEPA agreement, the agreement with Stanley

Hills, cash receipts from customer arrangements, resource reallocation initiatives, additional insider investments and financing, along

with its existing cash and committed affiliated support, alleviated the risk about the Company’s ability to continue as a going

concern for a reasonable period of time, which is considered to be one year from the issuance of the unaudited condensed consolidated

financial statements.

Cash flows for the nine months ended June 30, 2026 and 2025

The following table summarizes the Company’s cash flows from operating,

investing and financing activities for the six months ended March 31, 2026 and 2025:

Six Months Ended March 31,

Net cash (used in) provided by operating activities

Net cash (used in) provided by investing activities

investing and financing activities for the nine months ended June 30, 2026 and 2025:

Nine Months Ended June 30,

Net cash used in operating activities

Net cash (used) provided by in investing activities

Net cash provided by financing activities

Net Cash (Used in) Provided by Operating Activities

Net cash used in operating activities was $8,790,770 during the six months

ended March 31, 2026, compared to net cash used in operating activities of $56,492 during the six months ended March 31, 2025.

The period-to-period

change was a result of VW Holding’s net loss for the periods and increase in due to related party, increase in prepaid expenses

and decrease in due from related party partially offset by the increase in accounts payable and accrued expenses and increase in stock-based

compensation liability.

Net Cash Used in Operating Activities

Net cash used in operating activities was $14,281,280

during the nine months ended June 30, 2026, compared to net cash used in operating activities of $113,840 during the nine months ended

June 30, 2025.

The period-to-period change was a result of VW Holding’s net loss for the periods and decrease in due from related

party and increase in prepaid expenses partially offset by the increase in accounts payable and accrued expenses, increase in deferred

revenue and increase in stock-based compensation liability.

Net Cash Used in Investing Activities

Net cash used in investing activities was $3,816,008 during the six months

ended March 31, 2026, compared to net cash provided by investing activities of $114,375 during the six months ended March 31, 2025.

period-to-period change was a result of use of proceeds to fund Note Receivable and purchase fixed assets, net of cash acquired in asset

Net cash used in investing activities was $6,788,836

during the nine months ended June 30, 2026, compared to net cash provided by investing activities of $114,375 during the nine months ended

June 30, 2025.

The period-to-period change was a result of use of proceeds to fund Note Receivable and purchase fixed assets, acquire

equity method investments and other investments, acquire subsidiary, net of cash acquired in asset acquisition.

Net Cash provided by Financing Activities

For the six months ended March 31, 2026, net cash

provided by financing activities was $24,577,565, compared to net cash flow from financing activities of $0 during the six months ended

March 31, 2025, respectively.

For the nine months ended June 30, 2026, net cash

provided by financing activities was $24,188,450, compared to net cash flow from financing activities of $0 during the nine months ended

June 30, 2025, respectively.

The period-to-period change was primarily due to proceeds from issuance of convertible notes payable net

2 unchanged sentences

We have no obligations, assets or liabilities, which would be considered

off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions that create relationships with entities or

financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating

off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose

entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships with entities or financial

partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance

sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed

any debt or commitments of other entities, or purchased any non-financial assets.

Quantitative and Qualitative Disclosures About Market Risk.

2 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis