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GBT Technologies Inc. (OTC:GTCH), currently trading at $9.02 with a market capitalization of $7.65 million according to InvestingPro, announced Monday that it has entered into a strategic joint venture agreement with VisionWave Holdings, Inc., AIPHEX LTD, and GBT Tokenize Corp. to form a limited liability company in Nevada focused on designated defense and technology projects, according to a press release statement based on a recent SEC filing.
Under the terms of the agreement, the new joint venture (JV LLC) will be owned approximately 46.76% by VisionWave Holdings, 46.76% by AIPHEX LTD, 6.08% by GBT Tokenize Corp., and 0.40% by GBT Technologies. These ownership allocations are based on an internal estimated value of $5 billion for equity purposes, with no formal valuation to be conducted for this allocation. The ambitious valuation stands in stark contrast to GBT’s current market position, with InvestingPro data showing the stock has declined 19.17% over the past year, with average daily trading volume of 6.79 million shares.
GBT Tokenize Corp. will contribute 897,102 shares of GBT Technologies common stock and its intellectual property portfolio, valued internally at $295 million for allocation purposes. GBT Technologies will contribute 2,020,500 shares of its common stock. AIPHEX LTD will contribute designated projects and background intellectual property. Both AIPHEX and VisionWave Holdings will enter into non-exclusive license agreements to provide the JV LLC rights to use certain intellectual property solely for the designated projects.
The JV LLC will have exclusive responsibility for marketing, manufacturing, delivery, research, development, commercialization, and management of the designated projects. The parties have agreed to adopt an operating agreement for the JV LLC within 30 days of the effective date. Intellectual property developed by the JV LLC will be owned by the JV LLC, with restrictions on use and transfer.
The agreement includes confidentiality obligations, non-circumvention provisions, and a clause allowing termination and return of contributed considerations if no revenue is generated from the designated projects within 12 months of establishing the JV LLC. The agreement has a term of seven years, subject to renewal. A referral fee to a non-affiliated third party is included, consisting of 700,000 shares of GBT Technologies common stock (from shares contributed to the JV LLC) and 2% of future JV LLC revenue based on actual collections.
The closing of the transactions is subject to customary conditions, including regulatory approvals such as CFIUS clearance and export control licenses. Portions of the agreement, including project details, remain confidential. Financial metrics from InvestingPro indicate potential risks, with an Altman Z-Score of -16.62 and a Piotroski Score of 1, suggesting significant financial challenges ahead. InvestingPro subscribers have access to over 20 additional financial health indicators and exclusive analysis for more comprehensive investment decision-making.
In other recent news, VisionWave Holdings, Inc. has announced a strategic joint venture with AIPHEX LTD, GBT Tokenize Corp., and GBT Technologies, Inc., forming a limited liability company in Nevada to focus on defense and technology projects. The ownership structure allocates approximately 46.76% each to VisionWave Holdings and AIPHEX, with GBT Tokenize Corp. holding 6.08% and GBT Technologies, Inc. holding 0.40%. VisionWave has also secured a $50 million equity line through a Standby Equity Purchase Agreement with an institutional investor to expand its defense technology initiatives. The agreement includes an additional $5 million in convertible notes, with $3 million already funded. In other developments, VisionWave is exploring opportunities in India’s defense modernization market, engaging in discussions with local defense entities and system integrators. Furthermore, the company has advanced its patent application for the Radio Wave Finder technology and introduced a new AI engine called Evolved Intelligence. Additionally, Chief Operating Officer Yossi Attia has resigned for personal reasons, as disclosed in a filing with the Securities and Exchange Commission.
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