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GBT Tokenize Corp. Sold Its Avant! Ai Machine Learning
SANTA MONICA, Calif., April 06, 2023 (GLOBE NEWSWIRE) –
GBT Technologies Inc. (OTC PINK: GTCH) ("GBT” or the “Company”), announced today that GBT Tokenize Corp. (“Seller”), a subsidiary that is owned 50% by the Company entered into an Asset Purchase Agreement (“APA”) with Trend Innovation Holdings, Inc. (“TREN”), as consented to by GBT, pursuant to which Seller sold certain assets relating to proprietary system and method named Avant! Ai, which is a text-generation, deep learning self-training model (the “System”).
Avant! AI™ is designed to provide businesses and consumers with a natural language interface to interact with their devices and systems. The technology utilizes machine learning and natural language processing (NLP) to interpret and respond to user requests.
TREN, Seller and GBT entered into a license agreement regarding the System, granting the Seller and/or the Company 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/Company may not sublicense its rights hereunder to any customer or client.
GBT is continuing to focus on its core competency of researching and developing (“R&D”) a targeted technology IP portfolio combining patents, trade secrets and prototypes. As such, the Company will technically support TREN with the implementation of the System with the goal of empowering other technology platforms they own.
The Company will provide an update covering its IP technology portfolio in a separate press release.
“Selling Avant! Ai to a third party and retaining a license for internal purposes strengthens and encourages our belief that we can position ourselves as an IP Company,” stated Mansour Khatib, the Company’s CEO.
LAS VEGAS, NV, July 19, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire - Trend Innovations Holding, Inc. (OTCQB: TREN) (OTCQB: AVAI) (“Avant,” “Trend” or the “Company”), a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI), today announced that the Company has changed its name to “Avant Technologies, Inc.” (Avant) and its stock ticker symbol to “AVAI.”
website: https://avanttechnologies.com
Avant Technologies, Inc. specializes in acquiring, creating, and developing innovative and advanced technologies that utilize artificial intelligence (AI), including software and other applications developed using the company's signature machine and deep-learning AI technology, Avant! AI™. Avant's mission is to introduce AI to a host of industries, and shape how we engage with and implement AI technologies globally. Our strategy is three-fold. First, we create and introduce our own first-in-class AI-related technologies in-house, second, we offer Avant! AI as a business-to-business solution for customers to improve their own products with an AI enhancement, and finally, we license our sophisticated AI engine to third-party developers as a software development kit (SDK) to create and launch their own brand of AI-centric products.
canthelpit
1 week ago
GTCH BUCKS ,, I never said GBT TECH was the target ,, I do understand the frustration and in reading any PR any one of the affiliates of GBT puts out there is no logic,,,,, 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. (“VisionWave” or “VW”) 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 (“VisionWave PPA”). The Purchase Price for the asset is $30,000,000 (the “Purchase Price”), which VisionWave will pay with shares of common stock, $0.0001 par value per share (the “Common Stock”). 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 (“Valuation”). 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 “Shares”) representing 50% of VisionWave’s issued and outstanding shares of Common Stock, where the remainder of the 50% of VisionWave’s 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. (“AVAI”) 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 VW’s issued and outstanding shares.
PART 2
On March 26, 2024, Bannix Acquisition Corp., a Delaware corporation (“Bannix”), entered into a Business Combination Agreement (the “Original Agreement”), by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation (“Target”) and the shareholders of Target
On September 6, 2024, Bannix entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Bannix, VisionWave Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VisionWave Holdings”), BNIX Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of VisionWave Holdings (“Parent Merger Sub”), 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 “Parent Merger”), 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 “Parent Merger Effective Time”) (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 “Company Merger” and, together with the Parent Merger, the “Mergers”), 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 “Company Merger Effective Time”) (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 “Business Combination.”
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 Company’s 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 (“Bannix Common Stock”) 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 “VisionWave Holdings Common Stock”), (b) each Bannix Warrant shall automatically convert into one warrant to purchase shares of VisionWave Holdings Common Stock (each, a “VisionWave Holdings Warrant”) 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 Bannix’s 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 (“Target Common Stock”), 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 – 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 (“APA”) with Trend Innovation Holdings, Inc. (“TREN”), 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 “System”).
In consideration of acquiring the System, TREN is required to issue to the Seller 26,000,000 common shares of TREN (the “Shares”). The Shares will be restricted per Rule 144 as promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and Seller agreed to a lock-up period of nine (9) months following closing (the “Lock Up Term”). 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. (“VW”), 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 “Note Holder”), 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.
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