canthelpit
5 days ago
Stockguy ,, here is the total break down from GBT 10k ,,, The post deal will be VISIONWAVE holdings == 20.47% of VisionWave Holdings post-closing read as follows . All the deals on the books listed below.............................................................................................................................................................................VISION WAVE TECH is the target and Bannix holdings a wholly owned sub of BANNIX ,,BANNIX HOLDINGS will aquire VISIONWAVE TECH and form VISIONWAVE HOLDINGS ,, very confusing as follows from GBT TECH 10Q 11/14/24
PART 1 Effective as of March 20, 2024, Tokeniz, entered into a Patent Purchase Agreement with VisionWave Technologies Inc. (βVisionWaveβ or βVWβ) pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs 2D/3D images of stationary and in motion objects (βVisionWave PPAβ). The Purchase Price for the asset is $30,000,000 (the βPurchase Priceβ), which VisionWave will pay with shares of common stock, $0.0001 par value per share (the βCommon Stockβ). The Parties agree that the final Purchase Price may be adjusted and will be governed by a valuation report issued by a professional third party (βValuationβ). If the final Purchase Price per Valuation is less than $30,000,000, Tokenize has the option to cancel this Agreement. In accordance therewith, VisionWave agreed to issue and deliver to Tokenize, 1,000 shares of Common Stock (the βSharesβ) representing 50% of VisionWaveβs issued and outstanding shares of Common Stock, where the remainder of the 50% of VisionWaveβs issued and outstanding shares of Common Stock are owned by a corporation controlled by Anat Attia. On June 4, 2024 Tokenize were issued additional 222 shares of VW for consideration of ten million Avant Technologies Inc. (βAVAIβ) shares. On August 17, 2024 Tokenize, the Company. and Magic entered into agreements effective March 26, 2024 which assign the shares issued by the Company to Tokenize, 500 to GBT and 500 to Magic. Post this transaction the Company holds 500 shares and Tokenize hold 222 shares of VW. As of September 30, 2024, the Company holds 26.53% of VWβs issued and outstanding shares.
PART 2
On March 26, 2024, Bannix Acquisition Corp., a Delaware corporation (βBannixβ), entered into a Business Combination Agreement (the βOriginal Agreementβ), by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation (βTargetβ) and the shareholders of Target
On September 6, 2024, Bannix entered into a Merger Agreement and Plan of Reorganization (the βMerger Agreementβ), by and among Bannix, VisionWave Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (βVisionWave Holdingsβ), BNIX Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of VisionWave Holdings (βParent Merger Subβ), BNIX VW Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of VisionWave, and Target. The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Bannix, VisionWave Holdings, Parent Merger Sub, Company Merger Sub, and Target.
The Mergers
Pursuant to and in accordance with the terms set forth in the Merger Agreement, (a) Parent Merger Sub will merge with and into Bannix, with Bannix continuing as the surviving entity (the βParent Mergerβ), as a result of which, (i) Bannix will become a wholly owned subsidiary of VisionWave Holdings, and (ii) each issued and outstanding security of Bannix immediately prior to the effective time of the Parent Merger (the βParent Merger Effective Timeβ) (other than shares of Bannix Common Stock that have been redeemed or are owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VisionWave Holdings (other than the Parent Rights, which shall be automatically converted into shares of VisionWave Holdings), and, (b) immediately following the consummation of the Parent Merger but on the same day, Company Merger Sub will merge with and into Target, with Target continuing as the surviving entity (the βCompany Mergerβ and, together with the Parent Merger, the βMergersβ), as a result of which, (i) Target will become a wholly owned subsidiary of VisionWave Holdings, and (ii) each issued and outstanding security of Target immediately prior to the effective time of the Company Merger (the βCompany Merger Effective Timeβ) (other than any Cancelled Shares or Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VisionWave Holdings. The Mergers and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the βBusiness Combination.β
Subject to a six month extension the termination date by which the Company must consummate a business combination from September 14, 2024, the date that is 36 months from the closing date of the Companyβs initial public offering of units, to March 14, 2025, the Business Combination is expected to close in the first quarter of 2025, subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of Bannix and Target.
Consideration
Pursuant to and in accordance with the terms set forth in the Merger Agreement, at the Parent Merger Effective Time, (a) each share of Bannix common stock, par value $0.001 per share (βBannix Common Stockβ) outstanding immediately prior to the Parent Merger Effective Time that has not been redeemed, is not owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and is not a Dissenting Parent Share will automatically convert into one share of common stock, par value $0.001, of VisionWave Holdings (each, a share of βVisionWave Holdings Common Stockβ), (b) each Bannix Warrant shall automatically convert into one warrant to purchase shares of VisionWave Holdings Common Stock (each, a βVisionWave Holdings Warrantβ) on substantially the same terms and conditions; and (c) each Bannix Right will be automatically converted into the number of shares of VisionWave Holdings Common Stock that would have been received by the holder of such Bannix Right if it had been converted upon the consummation of a business combination in accordance with Bannixβs organizational documents.
In accordance with the terms and subject to the conditions of the Merger Agreement, at the Company Merger Effective Time, (a) each share of issued and outstanding Target common stock, par value $0.01 (βTarget Common Stockβ), shall be cancelled and converted into 4,041 shares of VisionWave Holdings Common Stock.
Subject of closing the transaction, the Company and Tokenize holdings will exchange their holdings in VW for about 2,917,708 new shares of VisionWave Holdings, represent about 20.47% of VisionWave Holdings post-closing.
THE TREN (AVAI) DEAL
Investment Avant β Trend Innovation Holdings, Inc- AVAI
On April 3, 2023, GBT Tokenize Corp., a subsidiary that is owned 50% by the Company (GBT TECH) entered into an Asset Purchase Agreement (βAPAβ) with Trend Innovation Holdings, Inc. (βTRENβ), in which the Company consented, pursuant to which Tokenize sold certain assets relating to proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model (the βSystemβ).
In consideration of acquiring the System, TREN is required to issue to the Seller 26,000,000 common shares of TREN (the βSharesβ). The Shares will be restricted per Rule 144 as promulgated under the Securities Act of 1933, as amended (the β1933 Actβ) and Seller agreed to a lock-up period of nine (9) months following closing (the βLock Up Termβ). In the event that TREN is unable to up-list to Nasdaq either through a business combination or otherwise prior to the expiration of the Lock Up Term, the Seller may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated by the APA be unwound.
In addition, TREN, Seller and GBT entered into a license agreement regarding the System, granting the Seller and/or GBT a perpetual, irrevocable, non-exclusive, non-transferable license for using the System to be used in its own development, as in-house tool, where Seller or GBT may not sublicense its rights hereunder to any customer or client.
On July 18, 2023 TREN changed its name into: Avant Technologies, Inc and its ticker symbol on OTC Markets was changed into AVAI.
On June 4, 2024 Tokenize entered into Security and Exchange Agreement together with Subscription Agreement with VisionWave Technologies Inc. (βVWβ), where Tokenize invested 10,000,000 of the Shares for 222 of VW, reducing the holding in the Shares to 16,000,000.
On July 1, 2024, the Company, GBT Tokenize Corp., together with Igor 1 Corp (the βNote Holderβ), entered into an agreement to amend the terms of a previously issued convertible note. The amendment includes the following changes:
1. Reduction of Outstanding Balance: The outstanding balance of the note as of June 30, 2024, was $7,818,411.03, with a reported balance of $5,320,420. The balance was reduced by $3,000,000 through the transfer of 10,000,000 restricted shares of AVAI, resulting in a new balance of $4,818,411.03.
2. Fixed Conversion Price: The conversion feature of the note was amended to establish a fixed conversion price of $0.00001 per share. This conversion price will remain unaffected by any future corporate actions, including reverse splits, dividends, or other similar actions.
3. Conversion Limits: The note includes a maximum share issuance of 481,841,103,000 shares under the fixed conversion price and maintains a 4.99% beneficial ownership blocker.
This transaction reducing the holding in the AVAI Shares to 6,000,000.
As of September 30, 2024 and December 31, 2023, the marketable security including the investment via VW had a FV of $6,000 and $6,000, respectively......