EXHIBIT 10.1

, Inc.

** CONFIDENTIAL **

Consulting Agreement for VisionWave Holdings, Inc., NASDAQ: VWAV

CRYPTO TREASURY MANAGEMENT GROUP

Title: Consulting Agreement for Crypto Treasury Services

Parties: Visionwave Holdings, Inc. and Crypto Treasury Management Group, LLC

Date: September 24, 2025

Note: This document is confidential and intended solely for the parties and their authorized representatives.

Table of Contents

Exhibit A: Scope of Services

Exhibit B: Wire Instructions

Exhibit C: KYC/AML Questionnaire
Exhibit D: Solana Staking Proforma
Exhibit E: Capital Formation Structure

Consulting Agreement

This Consulting Agreement (“Agreement”) is entered into as of September 24, 2025 (“Effective Date”) by and between:

Client: VisionWave Holdings, Inc., (NASDAQ: VWAV), a Delaware corporation, with its principal place of business at 300 Delaware Ave., Suite 210#301, Wilmington, DE 19801 (“Client”);

Consultants: Crypto Treasury Management Group, LLC, a Wyoming limited liability company, with its principal office at 312 W 2ND ST, STE# A1234, CASPER, WY (“Consultants”).

Acceptance. By signing below, the parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Consulting Agreement, including Exhibit A: Scope of Services. Each party represents that it has the authority to enter into this Agreement and that the execution and performance of this Agreement have been duly authorized.

Exhibit A: Scope of Services

Consultants shall provide strategic and advisory services to support the Client’s establishment of a crypto treasury reserve, aimed at diversifying treasury holdings, hedging inflation, and enhancing shareholder value through up to a $300,000,000 capital formation. The services align with the Client’s Nasdaq-listed status and the goal of raising up to $300,000,000 for Crypto Asset acquisition and general operating expenses.

Consultants shall provide the following deliverables according to the estimated timelines, adjustable by mutual written agreement if delayed by Client’s failure to provide data:

Upon staking termination, staked assets (e.g., Solana) shall be unstaked per protocol terms to avoid penalties. Consultants shall provide a staking exit plan within ten (10) days of staking termination notice, detailing timelines and costs. Client retains ownership of all staked assets and rewards less any fees or commissions due.

Client shall engage its preferred Underwriter or as selected by CTMG and designate a primary contact for approvals and data sharing within five (5) business days of the Effective Date, provide financial data, investment goals, and regulatory preferences within fifteen (15) days, approve custodians and capital raise terms promptly, and retain independent legal and tax counsel.

Exhibit A may be updated by mutual written agreement to reflect changes in Services, market conditions, or Client objectives.

Exhibit B: CTMG Wire Instructions

Pay To: Crypto Treasury Management Group,
LLC 312 West 2nd Street, #A1234

Casper, WY 82601

Bank: Choice Financial Group 4501 23rd Avenue S,

Fargo, ND 58104

Routing#: 091311229

Account#: 202518456787

CTMG Crypto Address:

USDC (Etherium Blockchain) : 0xd4Cb16Bc9dE76744c8c5aeb3e6DfAc5f48ddF60D

Bitcoin (BTC) : bc1qkv0zn9xa85ve0e9cv63m34ul9gvu9xtpr37jgk

Solana (SOL) : EpufNDM16QczKbTMpy5bFZ9zB2hxKCRKFcFnK2YfZ5DF

Exhibit C: KYC/AML Questionnaire:

KYC/AML Questionnaire for Crypto Treasury Transaction

This Know-Your-Customer (KYC) and Anti-Money Laundering (AML) Questionnaire is required from (“Client”) to enable Crypto Treasury Management Group, LLC (“Consultants”) to comply with applicable AML/KYC regulations, including FinCEN’s Bank Secrecy Act and Wyoming blockchain laws, as outlined in Section 7.3 of the Consulting Agreement dated June 1_, 2025. The information provided will be used to verify Client’s identity, business operations, and funding sources for the crypto treasury transaction. All responses shall be submitted to Consultants via secure email to compliance@ctmg.io within fifteen (15) days of the Effective Date, accompanied by supporting documentation (e.g., PDFs of corporate records, identification). Client shall notify Consultants of any material changes to responses during the term.

1.       Corporate Identification: Provide the Client’s full legal name, state of incorporation, principal place of business address, and Employer Identification Number (EIN). Submit copies of the certificate of incorporation, articles of organization, or equivalent formation documents, and a current certificate of good standing from the state of incorporation. Purpose: To verify Client’s legal entity status and Nasdaq-listed registration.

2.       Business Description: Describe Client’s primary business activities, industry, and operational history, including any prior involvement in crypto asset transactions (e.g., Bitcoin, Ethereum, stablecoins). Provide a copy of the most recent annual report (e.g., SEC Form 10-K) or equivalent public disclosure. Purpose: To confirm Client’s business legitimacy and assess crypto transaction experience.

3.       Authorized Representatives: List the names, titles, and contact details (email, phone) of all individuals authorized to act on Client’s behalf for this transaction, including the primary contact designated per Exhibit B, Item 4. Submit government-issued photo identification (e.g., passport, driver’s license) and proof of address (e.g., utility bill) for each representative. Purpose: To verify the identity and authority of Client’s representatives.

4.       Beneficial Owners: Identify all individuals or entities owning 25% or more of Client’s equity, or exercising significant control (e.g., board members, executives), including their full names, addresses, nationalities, and ownership percentages. Provide government-issued photo identification and proof of address for each beneficial owner. Purpose: To comply with FinCEN’s Customer Due Diligence (CDD) rule for beneficial ownership.

5.       Source of Funds: Detail the source of funds for the crypto treasury transaction, including the origin (e.g., operating revenue, debt financing, equity issuance) and account details (bank name, account number, routing number). Submit bank statements or financial records for the past six months to verify funding legitimacy. Purpose: To ensure funds are not derived from illicit activities, per AML requirements.

6.       Crypto Transaction Purpose: Explain the purpose of the crypto treasury transaction, including how the Crypto reserve and five-year staking commitment (Exhibit A, Section 5.1) align with Client’s financial strategy (e.g., diversification, inflation hedging). Provide any board resolutions or shareholder approvals authorizing the transaction. Purpose: To validate the transaction’s business rationale and governance.

7.       Regulatory Compliance Status: Confirm whether Client or its affiliates are subject to any ongoing regulatory investigations, sanctions, or enforcement actions by agencies (e.g., SEC, FinCEN, OFAC). Provide a statement from Client’s legal counsel attesting to compliance with U.S. securities and AML laws. Purpose: To assess regulatory risk and ensure no prohibited parties are involved.

8.       Third-Party Relationships: Disclose any existing relationships with crypto custodians, validators, or asset managers, including their names, roles, and contract terms. Confirm whether these relationships will continue during the transaction or require termination per the exclusivity obligation (Section 4.8). Purpose: To identify potential conflicts and ensure compliance with exclusivity.

9.       Staking Commitment Acknowledgment: Acknowledge in writing Client’s commitment to stake designated Crypto Assets for a minimum of five (5) years with locked assets, per Exhibit A, Section 5.1, and confirm understanding of validator protocols and lockup restrictions. Provide a signed statement from an authorized representative. Purpose: To formalize Client’s staking obligation and ensure informed consent.

10.     Tax Compliance Confirmation: Confirm engagement of independent tax counsel to manage IRS reporting for crypto transactions (e.g., staking rewards as income), and provide counsel’s contact details. Submit a tax compliance plan outlining how Client will address crypto-related tax obligations. Purpose: To ensure IRS compliance, per Exhibit A, Section 2.5.

Exhibit D: Staking Proforma

TBD

Exhibit E: To be provided upon finalization of capital formation structure

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