SecProbe.io

November 15, 2024
Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801
Re:VisionWave Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted October 16, 2024
CIK No. 0002038439
Dear Douglas Davis:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-4
Cover Page
1.Please revise to include Sponsor compensation disclosures and include cross-
references that highlight, by prominent type or in another manner, the locations of
related disclosures in the prospectus. Refer to Items 1604(a)(3) and (4) of Regulation
S-K.
2.Please revise to disclose the SPAC did not receive a report, opinion, or appraisal
in connection with its determination that the Business Combination is advisable. Refer
to Item 1604(a)(1) of Regulation S-K.

November 15, 2024
Page 2
Notice of Special Meeting of Stockholders, page 7
3.Proposal No. 2, The Stock Issuance Proposal, refers to the issuance of up to 11.0
million shares of VisionWave common stock pursuant to the Merger Agreement,
which you state on page 59 are valued at $10.00 per share. However, disclosures
elsewhere refer to the issuance of 3.0 million shares of Bannix common stock, the
number of which appears to be calculated based on the $30.0 million Business
Combination purchase price disclosed on page F-84. Please explain this apparent
inconsistency and revise disclosures throughout the filing as necessary.
Certain Defined Terms, page 14
4.We note you define the term “Founders shares” on page 15 as the 475,000 shares
acquired by Instant Fame, your Sponsor. However, elsewhere you refer to these shares
as shares held by your Sponsor or similar. Additionally, on page F-50 you refer to
130,000 equity awards issued in September 2021 as Founders Shares that will vest
upon the Business Combination. Please revise to differentiate between the 475,000
shares acquired by Instant Fame, your Sponsor, and the 130,000 equity awards
referred to as Founders Shares in your footnotes. Ensure references throughout the
filing are consistent.
5.Your reference to "VW" in your pro forma disclosures appears to refer to VisionWave
Technologies, Inc., which you refer to as the "Target" on page 4. Please revise to
define VisionWave Technologies, Inc. and how it is referenced throughout the filing.
Questions and Answers about the business combination and the special meeting
Q: What equity stake will current the Company Stockholders and Target Holders hold in
VisionWave..., page 23
6.Please revise your dilution information here and on page 60 to comply with Item
1604(c) requirements.
7.Please revise to include the references to footnotes (2), (3) and (4) to the associated
line items in the table on page 24. Regarding footnote (1), explain why the Company’s
(i.e. Bannix's) Public Stockholders line item includes 2,020,573 shares that will be
held by GBT after the Business Combination. In this regard, such shares appear to be
part of the 11.0 million VisionWave common stock that will be issued to Target
shareholders. Therefore, please revise to include the 2,020,573 shares in the Former
Target Shareholders line item or include them in a separate line item as you have done
on page 122, along with a footnote explaining what such shares represent. Similar
changes should be made to the tables on page 23 and 40 and your discussion of share
ownership following the closing on page 5.
Summary of the Proxy Statement/Prospectus, page 38
Please revise to disclose in a tabular format the terms and amount of the
compensation received or to be received by the SPAC sponsor, its affiliates, and its
promoters in connection with the de-SPAC transaction; the amount of securities
issued or to be issued by the SPAC to the SPAC sponsor, its affiliates, and its
promoters; and the price paid or  to be paid for such securities in connection with the
de-SPAC transaction or any related financing transaction. Further, outside of the table, 8.

November 15, 2024
Page 3
disclose the extent to which such compensation and securities issuances has resulted
or may result in a material dilution of the equity interests of non-
redeeming shareholders of the SPAC. Refer to Item 1604(b)(4) of Regulation S-K.
Accounting Treatment, page 47
9.Please address the following as it relates to your determination that the Business
Combination will be accounted for as a reverse recapitalization. We refer to you ASC
805-10-55-10 through 55-15.
•Provide support for your statement that Target will appoint the majority of the
board of directors of the combined entity. In this regard, of the seven intended
directors of VisionWave, it appears three of them, including the co-chairman of
the board, are current officers or directors of Bannix; one is a current officer of
Target; and one is the founder of VisionWave. Revise to clarify who will appoint
the other two directors.
•Provide support for your statement that Target's existing management will
comprise the management of the combined entity. Further to this point, on page
94 you state that Yossi Attia, the founder of VisionWave and a wholly-owned
subsidiary of Bannix, is currently an executive officer of Target. However, this
fact is not disclosed elsewhere in the filing. Clarify Mr. Attia's current senior
management role in Target, or otherwise revise.
•Explain how you determined that Target is a larger entity based on historical
revenues and business operations. In this regard, it appears Target has earned no
revenues and has limited operations to date.
•Revise your Accounting Treatment disclosure on pages 122 and 128 to ensure
they are consistent with your disclosure here and on page 95.
The Business Combination Proposal
Background of the Business Combination, page 87
10.We note that on August 8, 2023, Bannix Acquisition Corp Entered into a Patent
Acquisition Agreement with GBT Tokenize Corp, which is 50% owned by GBT
Technologies Corp., which was later terminated on March 19, 2024.  We further note
that on March 20, 2024,  "the Company entered into a Patent Purchase Agreement
pursuant to which [VisionWave Technologies] agreed to acquire from Tokenize the
entire right, title, and interest of certain patents and patent applications providing an
intellectual property" for $30,000,000. Please revise to provide a materially complete
description of the nature of the relationship between each of the parties in each of the
Patent Purchase Agreements and the parties in this business combination including
whether there was, or is, common ownership, directors, or managerial control, and
whether each of the agreements were negotiated in an arms-length
transaction. Finally, please file the valuation report identified on page F-66 as an
exhibit.  Refer to Item 601(B)(10) of Regulation S-K.

November 15, 2024
Page 4
Negotiation Process with Potential Acquisition Targets, page 89
11.We note your disclosure that the first email introduction occurred between
representatives of Bannix and Target on January 12, 2024. However, we further note
that Target was not formed until March 20, 2024. Please revise to provide a more
detailed discussion of the nature of the relationship between the parties, including a
detailed timeline of discussion and interactions held prior to January 12, 2024 and
through formation of target and entering into the business combination agreement, as
well as whether Bannix was involved in the formation of  the Target. In addition,
include a  materially complete discussion of any potential conflicts of interest between
the parties.
The Company Board's Reasons for the Approval of the Business Combination, page 91
12.We note your disclosure that “Target also invested in a business valuation, which
aligned well with the Company’s expectations for deal size and growth potential.”
Please revise to provide a materially complete description of the valuation, and file the
valuation referenced here. Refer to Item 1607 of Regulation S-K.
13.Please revise to provide a detailed discussion of the reasons of the SPAC for the
structure and timing of the de-SPAC transaction and any related financing transaction.
Refer to Item 1605(b)(3) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information, page 120
14.Please revise your reference here to the historical audited balance sheet of VW as of
June 30, 2024, as this interim balance sheet is unaudited.
15.On page 4 and elsewhere you refer to customary closing conditions, including the
satisfaction of the minimum available cash condition. Please revise to define
"minimum available cash condition" in the Certain Defined Terms section. In
addition, tell us how this requirement was factored into your pro forma financial
statements.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 2024, page 128
16.We note Bannix has $1,003,995 due to EVIE as of June 30, 2024, which appears to
be due upon a business combination. Please explain why there is no pro forma
adjustment for this amount, or otherwise revise.
17.We note pro forma adjustment D reflects the exchange of Target shares into shares of
VisionWave common stock. Please provide us the calculations to show how you
derived the $110,000 adjustment from the historical APIC of $11,000. Also, explain
why the offsetting adjustment is to common stock par value.
18.Please provide detailed calculations that support the $3,135,477 adjustment to
accumulated deficit and APIC in pro forma adjustment E. In this regard, you state you
do not believe APIC should be negative and, accordingly, certain amounts are
recognized in retained earnings. Please clarify what you mean by this statement and
how it impacted your pro forma adjustments.

November 15, 2024
Page 5
19.We note pro forma adjustment G reflects the forgiveness of the entire due to related
parties balance. Per disclosure on page F-24, it appears the promissory note with
Instant Fame of $840,000, the advances from related affiliated parties of $60,560 and
the expenses paid by related parties of $0 are repayable upon a business combination
and "may be" forgiven if a business combination does not occur and there are
insufficient funds. Further, for the remaining due to related parties items there is no
indication in your disclosure that these amounts will be forgiven. As it appears you
have sufficient cash under the no redemption scenario to repay these amounts, please
tell us why your adjustment reflects the write-off and forgiveness of this entire
balance, and revise as necessary.
20.Please tell us why the $200,000 due to Subash Menon in pro forma adjustment I is
reflected in accounts payable rather than due to related party like other amounts due to
Mr. Menon.
21.Please explain why the adjustment related to excise taxes payable in pro forma
adjustment M is reflected in APIC rather than accumulated deficit.
Other Information Related to the Company
Conflicts of Interest, page 139
22.Please revise to disclose all relevant pre-existing fiduciary or contractual obligations
for each of your officers and directors.  As one non-exclusive example, we note that
Douglas Davis is currently the CEO and co-chair of the board for Bannix.
Business of Target, page 151
23.We note Target does not intend to have any products for sale commercially until
March 2025 at the earliest, has not recognized any revenue to date, and is still in the
development and R&D phase. Additionally, we note Target will require a minimum of
$3 million to fully implement its business plan. Please revise here to discuss the
current status of Target’s operations and business, the additional funding necessary to
implement your business plan, and the anticipated timeline for production of each of
Target’s listed products.
24.We note your disclosure on page F-72 that Target entered into a Memorandum of
Agreement with another entity in July 2024 to collaborate on developing and
manufacturing technology. Please revise here to clarify whether Target is currently a
party to any other collaborative agreements and, if so, revise to disclose the other
party(s), the nature of the collaboration, and whether a firm agreement or contract
exists.
25.We note your disclosure regarding “strategic partnerships in Canada and the United
Arab Emigrants” and “a relationship with a leading U.S. defense contractor”, as well
as on page 91 that the “Target had cultivated a robust potential pipeline of customer
opportunities.” Please revise your disclosure to provide more detail on the stage of
negotiations with these partners, the material terms of any agreements entered
into, and provide balancing disclosure regarding the fact that you have not generated
any revenue to date and the uncertainty that you will ever revenue from these
partnerships/customers.

November 15, 2024
Page 6
26.We note your disclosure that VisionWave’s competitive advantage lies in its AI-
driven solutions and "VisionWave Technologies is at the forefront of revolutionizing
defense capabilities by integrating advanced artificial intelligence  (AI)." Please
provide a more complete description of how you intend to utilize artificial intelligence
in your products and describe your current phase of development. With respect to
artificial intelligence, please indicate if your algorithms are proprietary or open
source, and update you risk factors to reflect the relevant risks.
27.We note that Target does not appear to have commenced the production of  any of its
products. For each of the products listed, please revise your disclosure to discuss the
current status of each product and the anticipated timelines or phases of development.
Manufacturing, page 152
28.We note your disclosure that you have outsourced your manufacturing capabilities.
Please revise to provide a discussion of the material terms of your agreements with
manufacturing facilities, any milestone payments or material financial terms, and
termination provisions, Also, file the agreements as exhibits or tell us why it is not
required.  Refer to Items 101(h)(4) and 601(b)(10) of Regulation S-K.
Intellectual Property, page 153
29.Please revise your disclosure to discuss all your material issued or pending patents,
whether owned or licensed. For each material patent or patent application, revise to
disclose the following. Refer to Item 101(h)(4)(vii) of Regulation S-K.
• the specific product or technology to which each patent relates;
• the type of patent protection;
• the expiration dates; and
• applicable material jurisdictions, including any foreign jurisdiction.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Target
Liquidity and Capital Resources, page 155
30.Please revise to disclose the amount of capital and funding Target will need to operate
for the next 12-months and beyond the next 12-months, and how long Target
estimates it can continue to operate with current available funds. In this regard, we
note your disclosure on page 53 that Target would require a minimum of $3.0 million
in capital to fully implement its proposed business plan. Additionally, describe any
known material trends, favorable or unfavorable, in Target's capital resources or
liquidity that will result in or that are reasonably likely to result in Target's liquidity
increasing or decreasing in any mater