EXHIBIT 10.1

STRATEGIC JOINT VENTURE AGREEMENT

This Strategic Joint Venture Agreement (this “Agreement”) is entered into as of January 9, 2026 (the “Effective Date”), by and among BOCA JOM, LLC, a limited liability company organized and existing under the laws of the State of Wyoming, with its principal place of business at 1309 COFFEEN AVE., STE 1200, SHERIDAN, WY 82801 (“BOCA”), VisionWave Holdings, Inc. (Nasdaq: VWAV), a Delaware corporation, with its principal place of business at 300 Delaware Ave., Suite 210 # 301, Willington, DE 19801 (“VWAV”), GBT Tokenize Corp (“TOKENIZE”) a Nevada corporation with its principal place of business at 8557 N. West Knoll Dr., West Hollywood, CA 90069 and GBT Technologies, Inc. (“GBT”) a Nevada corporation with its principal place of business at 8557 N. West Knoll Dr., West Hollywood, CA 90069.

RECITALS

WHEREAS, BOCA – via Ran Ben Shimol (“RBS”), its owner is engaged in the research, development, manufacturing, and commercialization of advanced Electronic Design Automation (“EDA”) systems, defense technologies, and other related products and services;

WHEREAS, VWAV is engaged in the global defense industry, including the advancement, integration, and deployment of defense-related projects, products, and strategic solutions;

WHEREAS, TOKENIZE is the owner of 897,102 VWAV shares of common stock (“TOKENIZE’S VWAV SHARES”) representing approximately 4.60% of VWAV’s outstanding shares of common stock, as well as an intellectual property portfolio detailed on Exhibit A to this Agreement (“TOKENIZE’S IP PORTFOLIO”) based on 19,516,603 shares of VWAV common stock outstanding as of the Effective Date;

WHEREAS, GBT is 50% co-owner of TOKENIZE, as well as the owner of 2,020,500 VWAV shares of common stock representing approximately 10.35% of VWAV’s outstanding shares of common stock (“GBT’S VWAV SHARES”) based on 19,516,603 shares of VWAV common stock outstanding as of the Effective Date;

WHEREAS, BOCA, VWAV, TOKENIZE and GBT (individually, a “Party” and collectively, the “Parties”) have aligned strategic, technological, and commercial objectives, and desire to leverage their respective expertise, resources, and market presence, along with TOKENIZE’S IP PORTFOLIO;

WHEREAS, the Parties wish to collaborate on certain identified technologies and products and future defense and technology projects;

WHEREAS, the designated projects (exiting projects or new projects to be developed – including one current project on going and three under development) that will be contributed by BOCA to the JV are in the EDA industries such as providing services and development to certain financial/banking institutions; LLC due to its high security level and confidential nature of such projects (“Designated Projects” or “DP”);

WHEREAS, to formalize such collaboration through the formation of a joint venture entity (the “Joint Venture” or “JV”), subject to the terms and conditions set forth herein, each party to this Agreement maintains its own independent business operations, products, customers, and strategic initiatives outside the scope of this Joint Venture);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the Parties agree as follows:

THE JOINT VENTURE

VWAV is actively engaged in the research, development and commercialization of defense systems, including but not limited to advanced drones, kinetic systems and artificial intelligence. The above forms a critical part of VWAV’s core intellectual property portfolio and ongoing defense innovation pipeline, and may include future enhancements, iterations, or derivative technologies.

The JV shall be formed as limited liability company in the State of Nevada (the “JV LLC”) and serve as the exclusive vehicle through which the Parties will collaborate with respect to the Designated Projects, unless otherwise expressly agreed in writing by both Parties. The equity allocations set forth herein and on Exhibit B are based solely on the Parties’ negotiated internal estimates for allocation purposes only (totaling USD $1,000,000,000 in aggregate contributed value). The Parties acknowledge that no independent third-party valuation or fairness opinion has been obtained, and such allocations shall not constitute or imply any valuation of any Party, its assets, or the Designated Projects for any other purpose, including securities law filings or shareholder communications. VWAV represents that it has obtained all necessary board approvals and has considered its fiduciary duties in agreeing to these allocations. The JV LLC shall be owned pursuant to the key allocations set forth on Exhibit B to this Agreement).Any contribution of VWAV common stock or other securities by TOKENIZE or GBT shall be subject to compliance with Nasdaq Listing Rules, including obtaining shareholder approval if required under Rule 5635.

The Parties will adopt an operating agreement for the JV LLC within 30 days of the Effective Date. Upon entering into the operating agreement, Tokenize and GBT shall execute an assignment agreement and upon transfer of the securities contemplated by the assignments, the JV LLC will be in effect and operational.

THE BUSINESS TRANSACTION

TERMS

TOKENIZE shall contribute to the JV LLC the TOKENIZE’S VWAV SHARES;

GBT shall contribute to the JV LLC the GBT’S VWAV SHARES;

TOKENIZE shall contribute to the JV LLC the TOKENIZE’S IP PORTFOLIO;

BOCA shall contribute the Designated Projects to the JV LLC; and

BOCA and VWAV will each enter into a nonexclusive license agreement granting the JV LLC a right of use on a nonexclusive basis all of their respective intellectual property portfolio and/or developed algorithms, which license agreements will be signed within 30 days of the Effective Date and may only be used for the purposes of the Designated Projects (the “License Agreements”).

The contributions by TOKENIZE and GBT of VWAV common stock shall be made in compliance with all applicable securities laws and Nasdaq rules. VWAV shall cooperate in any required regulatory filings but shall have no obligation to register such shares.

Strategic Contribution of BOCA & VWAV to JV

The Parties acknowledge that the value of BOCA’s and VWAV’s contribution is not derived from its stand-alone corporate valuation but from the strategic and technological inputs DP, which are essential to the success of the Designated Projects and are not otherwise available to the JV through independent development or acquisition.

INTELLECTUAL PROPERTY

a)       Short-form clearance from the Committee on Foreign Investment in the United States (CFIUS), in the event of foreign ownership levels falling below twenty-five percent (25%);

b)       Export control licenses, permits, and approvals from the Israeli Ministry of Defense (MOD) and any equivalent regulatory bodies, as may be required in connection with the transfer, development, or commercialization of defense technologies;

c)       Any other governmental or regulatory consents, waivers, permits, or clearances required by applicable laws, including those relating to antitrust, export control, import/export restrictions, and national security review;

d)       Any required shareholder approval of VWAV under Nasdaq Listing Rules 5635(b), (c), or otherwise; and

e)       Confirmation from Nasdaq staff (if deemed advisable by VWAV) that the transactions do not require shareholder approval or trigger other listing qualifications.

Lock-Up

The Parties further agree that:

NON-CIRCUMVENTION

These restrictions shall not apply to (i) VWAV’s independent business activities outside the Designated Projects, or (ii) opportunities declined by the JV in writing.

TERM AND TERMINATION

CONFIDENTIALITY

MISCELLANEOUS

 
Additional Termination Rights. Either BOCA or VWAV may terminate this Agreement upon written notice if:

 
(a)      the other Party materially breaches this Agreement and fails to cure such breach within sixty (60) days of written notice;

 
(b)      the other Party becomes insolvent, makes an assignment for the benefit of creditors, or files for or is subject to bankruptcy proceedings; or

(c)      any required governmental or regulatory approval necessary for the JV is denied or revoked such that the JV cannot lawfully operate.

(d)      VWAV may terminate this Agreement upon written notice if its board of directors determines in good faith, after advice of counsel, that consummation or continuation would require shareholder approval under Nasdaq rules or violate fiduciary duties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.