VisionWave and AIPHEX Launch JV to Deliver Combat-Proven Defense & Space Technologies

The Nevada-based joint venture, valued internally at approximately $5 billion, unites VisionWave's Evolved Intelligence™ and autonomous aerial platforms with Israeli partner AIPHEX's combat-validated multi-physics AI and autonomous missiles technologies, alongside contributions from GBT Tokenize and GBT Technologies, to commercialize highly classified defense and space-grade projects

WEST HOLLYWOOD, Calif. and TEL AVIV, Israel, Sept. 3, 2025 /CNW/ -- VisionWave Holdings, Inc. (Nasdaq: VWAV) ("VisionWave" or the "Company") today announced the formation of a Strategic Joint Venture with AIPHEX LTD, an Israel-based defense technology company, together with GBT Tokenize Corp. and GBT Technologies, Inc. The new entity, incorporated in Nevada as a limited liability company (the "JV"), is designed to accelerate the development, commercialization, and deployment of advanced defense and space technologies, with a mandate to pursue key U.S. and international defense contracts.

Agreement Highlights

• Ownership Structure: VisionWave and AIPHEX will each hold 46.76% of the JV, while Tokenize and GBT will hold 6.08% and 0.40%, respectively.
• Internal Value Framework: Equity allocations are based on an internal $5.0 billion valuation framework, used solely for equity allocation purposes.
• Contributions:
  i. Tokenize: RESTRICTED 897,102 shares of VisionWave common stock and an intellectual property portfolio comprising 12 granted U.S. and international patents in semiconductors, photonics, and AI, with a draft independent valuation of approximately $300 million. ii. GBT: RESTRICTED 2,020,500 shares of VisionWave common stock.
  iii. VisionWave: Its proprietary Evolved Intelligence™ (EI™) portfolio, including, RF-to-image sensing, multi-modal fusion, and multi-domain autonomy capabilities.
  iv. AIPHEX: Israeli-developed Neuromorphic 4D Radar and Multi-Physics AI, together with a confidential set of defense projects.
• Term: Seven years, renewable, with automatic termination if no revenue is generated from designated projects within the first 12 months.

Strategic Mission & Project Pipeline

The JV's mission is to create a sovereign, high-impact platform capable of delivering large-scale defense and space-grade programs with speed and precision. By combining VisionWave's Evolved Intelligence™—a scale enabler for multi-domain operations across air, land, sea, and orbital systems—with AIPHEX's combat-validated Multi-Physics AI technologies, and reinforcing the platform with Tokenize's and GBT's IP and equity contributions, the JV is positioned to compete for transformational opportunities.

As disclosed in the 8-K, the parties have also executed a confidential letter agreement identifying 11 specific "Designated Projects" that are already in advanced stages of negotiation, along with 13 additional "Background Projects" where discussions with third parties are underway. While details remain confidential due to their sensitive nature, these projects represent the scale and strategic importance that the JV is structured to address.

Leadership Commentary

Noam Kenig, Chief Executive Officer of VisionWave Holdings, stated:

"This joint venture is about scale and execution. By combining VisionWave's Evolved Intelligence™ technologies with AIPHEX's Israeli radar and multi-physics expertise, and incorporating Tokenize's independently valued $300 million patent portfolio, we are seeking to create a platform to pursue large-scale defense and space contracts. We are aligning resources and technology to compete at the scale of megaprojects that will define the future of defense."

Dr. Moshik Cohen, Chief Executive Officer of AIPHEX, said:

"Our combat-validated multi-physics autonomy platform proves to be the decisive layer for defense superiority—surpassing the limits of human operators and legacy technologies. Together with VisionWave, we seek to will deliver sovereign, software-defined systems that scale to confront the hardest defense challenges of today and outpace the threats of tomorrow."

About Dr. Moshik Cohen

Dr. Moshik Cohen is a world-leading rocket scientist, defense technologist, and business builder with 25+ years at the nexus of science, technology, and national security. A former Israeli Air Force officer and senior defense innovator, he pioneered radar-seeker and autonomy architectures fielded across multi-billion-dollar air- and missile-defense programs. In industry, he built and scaled global semiconductor businesses, delivering multi-tens-of-billions in lifetime revenue with platforms deployed in over one billion vehicles. He has authored dozens of peer-reviewed publications in top journals and holds numerous patents spanning sensing, nanoplasmonics, AI, and autonomy. A 360° leader—CEO, operator, and team builder—he has led complex programs with U.S. and allied governments and top defense primes. He champions sovereign, original breakthroughs in multiphysics AI, lightspeed hyperscale semiconductors, and quantum nuclear fusion—delivering decisive global impact at scale.

All valuations referenced in this press release, including the $5.0 billion internal valuation framework for the joint venture and the approximately $300 million draft independent valuation of the intellectual property portfolio contributed by GBT Tokenize Corp., are internal estimates prepared solely for the purpose of allocating equity interests among the joint venture parties. These valuations do not represent formal appraisals, market values, or assessments by independent third parties (except as explicitly noted for the draft valuation), and should not be relied upon for any other purpose, including but not limited to making investment decisions, evaluating the financial condition or prospects of VisionWave Holdings, Inc., or trading in its securities. Investors are encouraged to consult the Company's SEC filings and seek advice from qualified financial advisors before making any investment decisions. Further information with respect to the join venture can be found in a Form 8-K Current Report filed by VisionWave on August 26, 2025:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0002038439/000173112225001174/e6807_8-k.htm

About VisionWave Holdings, Inc. (Nasdaq: VWAV)

VisionWave Holdings Inc. (Nasdaq: VWAV) is a U.S.-based defense technology company advancing next-generation battlefield capabilities through its proprietary Evolved Intelligence™ (EI™) platform. By integrating super-resolution radar, multispectral, and radio-frequency imaging technologies with AI-driven autonomy, VisionWave delivers real-time threat detection, enhanced force survivability, and scalable deployment across air, land, sea, and space.

About AIPHEX LTD

AIPHEX is an Israel-based defense company pioneering multi-physics AI platforms for sensing, autonomy, and navigation. Its systems, validated in operational combat with the Israel Defense Forces, deliver precision, resilience, and adaptability against next-generation threats.

About GBT Tokenize Corp.

GBT Tokenize contributes its equity in VisionWave and its intellectual property portfolio, including 12 granted U.S. and international patents in semiconductors, photonics, and AI.

About GBT Technologies, Inc.

GBT Technologies, Inc. is a Nevada-based company specializing in Internet of Things (IoT), artificial intelligence, and advanced semiconductor technologies. GBT contributes equity interests in VisionWave to the joint venture.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of the Combined Company, VisionWave Holdings' ability to scale and grow its business, the advantages and expected growth of the Combined Company, the Combined Company's ability to source and retain talent, and the cash position of the Combined Company following closing of the Business Combination, as applicable. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of VisionWave Technologies' management and are not predictions of actual performance.

These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of BNIX, VisionWave Technologies and VisionWave Holdings believes that it has a reasonable basis for each forward-looking statement contained in this press release, each of BNIX, VisionWave Technologies and VisionWave Holdings cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the definitive proxy statement/prospectus mailed to BNIX stockholders, and filed by the Combined Company with the SEC and other documents filed by the Combined Company or BNIX from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. BNIX, VisionWave Technologies and VisionWave Holdings cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to recognize the anticipated benefits of the Business Combination, costs related to the Business Combination, the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination, the outcome of any potential litigation, government or regulatory proceedings, and other risks and uncertainties, including those to be included under the heading "Risk Factors" in the definitive proxy statement/prospectus mailed to BNIX stockholders, and those included under the heading "Risk Factors" in the annual report on Form 10-K for the fiscal year ended December 31, 2024, of BNIX and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that BNIX, VisionWave Technologies and VisionWave Holdings presently do not know or that the parties currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of BNIX, VisionWave Technologies and VisionWave Holdings as of the date of this press release. Subsequent events and developments may cause those views to change. However, while BNIX, VisionWave Technologies and VisionWave Holdings may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of BNIX, VisionWave Technologies and VisionWave Holdings as of any date subsequent to the date of this press release. Except as may be required by law, BNIX, VisionWave Technologies and VisionWave Holdings do not undertake any duty to update these forward-looking statements.

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SOURCE VisionWave Holdings, Inc