SecProbe.io

December 20, 2024
Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801
Re:VisionWave Holdings, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-4
Submitted December 4, 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. Unless we note otherwise, any references to prior comments are to comments in
our November 15, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-4
Preliminary Proxy Statement of VisionWave Holdings, Inc., page 4
We note your revised disclosure and response to prior comment 41. Please address the
following regarding your disclosure on page 5 and revise as necessary:
•The total number of shares disclosed here under each scenario does not to agree to
the total number of shares disclosed elsewhere throughout the filing (i.e.,
12,498,748 shares under the no redemption scenario or 12,174,000 shares under
the maximum redemption scenario).

 1.

December 20, 2024
Page 2
•You disclose Target affiliates will hold 8,070,427 shares and Target non-affiliates
will hold 2,020,573 shares, which does not agree to the 11.0 million shares that
will be held by the Target.
•Explain how you determined the 484,000 shares to be held by the Sponsor or
otherwise revise.
2.We note your revised disclosures in response to prior comment 4 where you define
Former Sponsor. We further note your reference to the issuance of 225,000 private
placement units to your Sponsors on page 6. To the extent your reference to "Sponsor"
here and elsewhere throughout the filing is referring to your Former Sponsors, please
revise to ensure that your references identify the appropriate party.
3.We note your revised disclosure in response to prior comment 1. You state on page 6
that the total amount payable for transaction expenses and any outstanding loans or
other obligations to the Sponsor is approximately $1.4 million. However, on page 44
you state that it is $14 million. Furthermore, on page 60, you state that the overall at
risk amount is $6.3 million, including $840,000 in unreimbursed out-of-pocket
expenses. Please correct the discrepancy.
Certain Defined Terms, page 14
4.We note your revised disclosures and response to prior comment 5. Please revise here
to define VisionWave Technologies, Inc., as "Target" like how you have defined
Bannix Acquisition Corporation as "Bannix" or "the Company" and VisionWave
Holdings, Inc. as "VisionWave."
5.We note your disclosure on page 6 regarding “Sponsor Related Parties,” which you
define as "Sponsor, its affiliates, representatives and the SPAC officers and directors."
We also note you refer to Sponsor Related Parties in your Liquidity disclosures on
page 154. Please revise to define this term here.
Questions and Answers About the Business Combination and the Special Meeting
What equity stake will current the Company Stockholders and Target Shareholders hold in
VisionWave immediately after..., page 23
6.Please revise to move the first paragraph here, which addresses the ownership tables
now disclosed on pages 25 and 26, so that it immediately precedes the tabular
disclosures to which it relates. Additionally, we note your last paragraph on page 27
refers to "the following table" that shows potential impact of redemptions on per share
values; however, there is no table following that paragraph. Please revise.
7.We note the pro forma net tangible book value, as adjusted amount in the table on
page 23 and in footnote (1) on page 24 includes adjustments for the net tangible book
value of Target as of September 30, 2024. Similarly, the total shares in the table and
in footnote (2) include adjustments for the Target Shareholders. Please revise to
remove the effects of the Business Combination from these calculations.
We note the introductory language at the top of page 24 to the tabular disclosure of
Bannix's historical net tangible book value as of September 30, 2024, indicates the
amounts in the table reflect the business combination with Target. Please revise to
exclude such reference and provide revised dilution information that reflect the 8.

December 20, 2024
Page 3
dilution to SPAC shareholders, which should be calculated as the difference between
the SPAC's IPO price per share and the SPAC's net tangible book value per share, as
adjusted, excluding the impact of the Business Combination transaction.
9.Your calculation of net tangible book value per share as of September 30, 2024 at the
top of page 24 appears to include shares related to the Public and Private Rights.
Please explain the inclusion of such shares or revise as necessary.
10.Please revise to include a subtotal for "Bannix shares outstanding" in the Denominator
adjustments (2) tabular disclosure on page 24 that agrees to the total Bannix shares
outstanding shown in the Bannix historical net tangible book value table at the top of
that page, as revised.
11.We note the inclusion of shares underlying Bannix Public and Private Warrants in
your adjusted net tangible book value calculations. Please tell us how you determined
that the exercise of warrants is probable such that they should be included in your
calculation of as adjusted net tangible book value. Alternatively, revise to remove this
adjustment and instead include a footnote that separately addresses any potential
sources of dilution that are not considered probable at or prior to the Business
Combination.
12.We note your revised ownership table and disclosure on page 25 and response to prior
comment 7. Please revise to address the following. Revisions should be made
elsewhere in the filing, as necessary.
•Define your reference to Representative shares and include a definition in your
glossary of terms on page 14.
•Define your reference to Target non-affiliated public shareholders and clarify the
holders of such shares.
•Revise footnote (1) to separately disclose the number of shares and rights held by
each entity included here, (e.g. the Sponsor, the Anchor Investors and Others), as
applicable. Additionally, clarify whether this line item includes any shares held by
former Bannix officers and/or directors and, if so, explain why such shares are not
included in the line item for Former Bannix Officers and Directors.
•Revise to ensure that your references in the charts and disclosures throughout the
filing are the same and are clearly defined within your glossary of terms
beginning on page 14. For example, you refer to Target Shareholders, Bannix
public stockholders and Bannix officers and directors in some places while
elsewhere you refer to Former Target Shareholders, Public Stockholders and
Former Bannix Officers and Directors.
Please revise the fully diluted ownership chart on 26 to address the following:
•Include the shares held by "Target non-affiliated shareholders" as a separate line
item.
•Include a footnote to "Sponsor and Other Insiders" indicating that this line
item includes Representative Shares, Former Bannix Officers and Directors and
Sponsor and Other Insiders, which are presented separately elsewhere in the
filing.
 13.

December 20, 2024
Page 4
•Remove the reference to 475,000 Founder Shares held by the Sponsor in footnote
(1) as such shares are not reflected within Bannix public shareholder shares.
14.We note the disclosure on pages 26 and 27 regarding "Implied value per Holdings
Common Stock - Post Closing." Please revise to explain how you calculated each of
the amounts shown in both tables, and include narrative disclosure describing any/all
adjustments, inputs, assumptions, etc. In this regard, the guidance in Item 1604(c)(1)
requires you to disclose, for each redemption level shown here, a statement of the
company's valuation at or above which the potential dilution results in the amount of
non-redeeming shareholders' interest per share being at least the IPO price per share
of common stock.
What happens if a substantial number of the Public Stockholders exercise their redemption
right?, page 30
15.Your disclosure here reflects 19,697 Public Shares as remaining after Redemptions,
which does not agree to your definition of the maximum redemption scenario under
which all remaining public shares are redeemed. Please explain or revise.
Summary of the Proxy Statement/Prospectus, page 41
16.We note your response to prior comment 8 and reissue the comment. 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, 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 51
17.Based on your response and revised disclosures to prior comment 9, it appears Target
will appoint four of the seven directors of VisionWave and that three of the four
planned officers of VisionWave are currently officers of Target. Accordingly, please
tell us why you removed the statements that Target will appoint a majority of the
board of directors and Target's management will comprise the majority of
VisionWave's management in your consideration of the accounting treatment for the
Business Combination. Additionally, we note your disclosure here and on pages 100,
127 and 133 do not include the same information. Please revise wherever you discuss
accounting treatment for the merger to ensure your disclosures are consistent.
The Business Combination Proposal
Background of the Business Combination, page 92
We note your revised disclosures in response to prior comments 10 and 11. Please
revise to provide a more complete discussion regarding:
when Bannix or its affiliates first introduced Tokenize to Target or its •18.

December 20, 2024
Page 5
affiliates and discussed incorporating the GBT Tokenize technology and patents
with Target;
•the operations, products, and technology of the Target, other than the patent
portfolio acquired from GPT Tokenize, between Targets' formation and the date
of this prospectus;
•how the acquisition of the entire right, title and interest of certain patents and
patent applications from Tokenize impacted Target's operations and how such
technology was incorporated into Target's existing products, if any, and the extent
Target's current operations rely mainly on the technology acquired from
Tokenize; and
•how you determined that Bannix was not involved in the formation of the Target,
given the prior discussions and relationship with the Targets' founder and CEO.

Finally, please file the valuation report identified on page F-67 as an exhibit.
19.We note your response to prior comment 10 and that you believe "each of the
transactions surrounding the patents held by GBT Tokenize were held at arms-
length."  Please provide us with a more detailed discussion supporting this belief.  As
part of your response, please consider the prior transaction and negotiations between
GBT Tokenize, Bannix, and EVIE for the patent portfolio, the pre-existing
relationships between all the parties and the Target, the fact that Target had not yet
commenced operations when discussions first began, and any potential conflicts of
interests.
The Company Board's Reasons for the Approval of the Business Combination, page 96
20.We note your disclosure here that "[t]he Board was encouraged by Target’s history of
delivering similar systems to military and security forces worldwide, validating its
credibility and operational track record in the defense sector." Please expand your
disclosure here and elaborate more on Target's history of delivering systems and its
operational track record. In this regard, it appears Target has earned no revenues and
has limited operations to date.  In addition, please provide a more detailed discussion
regarding the "significant due diligence" conducted by the Board and Bannix's
management on Target.
Unaudited Pro Forma Condensed Combined Financial Information, page 125
21.We note from your response to prior comment 5 that you removed references to
"VW" in your narrative disclosure here and instead refer to "Target" and
"VisionWave" in reference to VisionWave Technologies, Inc. and VisionWave
Holdings, Inc, respectively. However, we further note that the historical financial
information column headings and the equity section in your pro forma financial
statements on pages 128 to 130 continue to refer to "VW Holdings" and "VW." Please
revise accordingly.

December 20, 2024
Page 6
Unaudited Pro Forma Condensed Combined Balance Sheet, page 128
22.Revise this header to refer to the balance sheet as of September 30, 2024.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 2a - Reconciliation of Bannix Statement of Operations, page 133
23.Please revise to label the first column as "for the three months ended June 30, 2024"
as this information agrees to Bannix's June 30, 2024, Form 10-Q. Also, it appears the
numbers in the last three line items are in the incorrect columns. In this regard, the
loss before income taxes, provision for income taxes and net loss in the "Total"
column should be in the middle column. The amounts included in the middle column
for these line items should be in the left column, and the amounts in the left column
should be in the right column. Please revise accordingly.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2024, page 133
24.We note your revised disclosure and response to prior comment 16 regarding pro
forma adjustment O. Please revise to clarify the terms of the promissory note that
allow you to defer repayment under the maximum redemption scenario, and address
when and how you intend to repay this note. In this regard, we note from disclosure
elsewhere in the filing (e.g., page 36) that, should a business combination occur prior
to the deadline date, the note must be repaid to EVIE.
25.We note your response to prior comment 17 regarding pro forma adjustment D. Please
revise to reflect the issuance of the shares as VisionWave common stock rather than
Bannix common stock. Similarly, pro forma adjustment H related to the conversion of
rights should also be reflected as VisionWave common stock rather than Bannix
common stock. Please revise.
We note your revised disclosure and response to prior comment 19 regarding pro
forma adjustment G. Please address the following:
•Per disclosure on pages 6, 139 and F-6, you state the $200,000 due under the
Securities Purchase Agreement will be forfeited upon a business combination.
Revise or advise why you are repaying this amount under the no redemptions
scenario.
•Explain why the forgiveness of these amounts is reflected within additional paid-
in capital rather than accumulated deficit in the maximum redemption scenario or
otherwise revise.
•You disclose on page 134 that you made an additional draw on "the promissory
note" of $447,500 to pay Bannix tr