SecProbe.io

January 15, 2025
Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801
Re:VisionWave Holdings, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-4
Submitted December 27, 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 December 20, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form S-4
Certain Defined Terms, page 14
1.Please revise here to include definitions of Target stockholders, Former Bannix
Officers and Directors and Other Insiders as these parties are referred to your post-
closing ownership disclosures.
2.We note from your definition of Private Placement Units on page 16, you sold
181,000 of these units to “certain investors.” Based on disclosure on page F-26, it
appears these investors were the Anchor Investors. Please revise throughout to
identify these “certain investors.”

January 15, 2025
Page 2
3.We note your response to prior comment 5 and your definition of Sponsor Related
Parties on page 17. Please revise to ensure your disclosure on page 6, which refers to
"affiliates" of the Sponsor, is consistent with the definition here and disclosure on
page 159, which refer to only "an affiliate" of the Sponsor. Additionally, clarify
whether the "representatives" referenced in your description of Sponsor Related
Parties on page 6 is I-Bankers Securities, as per your definition of Representative
Shares or otherwise revise to ensure the disclosure on page 6 is consistent with the
definition of Sponsor Related Parties on page 17.
Questions and Answers About the Business Combination and the Special Meeting
Did the Company Board obtain a third-party valuation or fairness opinion..., page 23
4.We note your response to prior comment 20 that "[a]s part of its due diligence, Bannix
hired a third-party advisor to provide a fairness opinion." However, your cover
page and Q&A disclose that "[t]he Company Board did not obtain a fairness opinion
with respect to the consideration to be paid in the Merger." Please revise to clarify
whether management obtained a third-party fairness or other valuation opinion and
file the opinion as an exhibit.
5.We note your response that you evaluated the transaction, at least in part, "based on
the track records of Target’s key personnel, not the entity itself, as Target was
incorporated in March 2024 and has not yet generated revenues."  Please revise to
incorporate your response into the prospectus.
What equity stake will current the Company Stockholders and Target Shareholders hold...,
page 23
6.We note your response to prior comment 6 where you indicate that you moved the
introductory paragraph on page 23 so that it immediately precedes the tabular
disclosures to which it relates on pages 25 and 26. However, it appears you did not
revise your disclosure as indicated. In this regard, the disclosure that immediately
follows "A:" is referring to the ownership table on page 25. Please revise.
7.We note your revisions and response to prior comment 7. The 2,254,000 total shares
under the maximum redemption scenario in your table on page 23 does not agree with
the 2,524,000 shares in the tables on page 24. Please revise. In addition, remove the
reference to "pro forma" in the net tangible book value, as adjusted, line item, and
revise to label the net tangible book value per share line item as "adjusted."
8.The number of Bannix shares outstanding in the first table on page 24 in the no
redemption column does not agree to Bannix shares outstanding at September 30,
2024 of 2,848,748. Please revise. In addition, provide us with the calculations that
support the "increase in net tangible book value per share attributable to Bannix
shareholders" as disclosed in the first table on this page, or revise as necessary.
Please address the following as it relates to your calculations of both the numerator
and denominator for adjusted net tangible book value on page 24:
•Include an adjustment in the numerator for transaction costs to be incurred in
connection with the business combination transaction, or explain why you believe
such an adjustment is not necessary.
Include an adjustment in the numerator for the advisory services that will be paid •9.

January 15, 2025
Page 3
to Subash Menon, or explain why you believe such an adjustment is not
necessary.
•Include an adjustment in the numerator for the funds that will be released from
trust at each redemption level.
•Revise the denominator to include the common shares that will be issued upon
conversion of the Rights.
•Revise to underscore the amount that immediately precedes total "As adjusted net
tangible book value" and total "As adjusted Bannix shares outstanding" to clearly
indicate the last line items are totals.
10.We note your response to prior comment 12 and revised disclosure in footnote (1) on
page 25 where you provide a breakdown of the Sponsor and Other Insider shares.
Please revise to make similar revisions to the ownership tables on pages 26, 42, 55,
130 and 135 to ensure all ownership table disclosures are consistent.
11.We note your revised disclosure on page 26 and response to prior comment 13. We
note you present both public and private rights separately versus within the Bannix
shareholders and Sponsor and Other Insiders lines as you do in all other ownership
tables. Additionally, you include Representative shares and Former Officer and
Director shares within Sponsor and Other Insiders shares here. Grouping shares
differently here results in ownership percentages that differ from dilutive ownership
information elsewhere, particularly for the Sponsor & Other Insiders. Please revise
this table to be consistent with the dilutive ownership table on page 43. In addition,
revise the first line in this table to refer to Bannix public stockholders consistent with
disclosures elsewhere.
12.We note your response to prior comment 14 and revised disclosure on pages 26 and
27. The disclosures required by Item 1604(c)(1) of Regulation S-K should be
calculated using Bannix's as adjusted shares as of September 30, 2024, at each
redemption level (including Right shares), plus the 11 million shares that will be
issued to the Target. The total of such shares should be multiplied by the $10 per
share SPAC IPO price to arrive at the company valuation (in dollars) at or above
which the potential dilution results in the amount of the non-redeeming shareholders'
interest per share being at least the IPO price per share. In addition, to the extent any
shares are excluded from this calculation (i.e. warrants), include a footnote to your
calculations indicating as such. Refer to the example provided in Section II.D.3.iv.f in
SEC Release 33-11265. Please revise.
What will VisionWave's liquidity position be following the Closing?, page 31
13.We note your disclosure here that following the Closing and assuming no additional
redemptions, VisionWave will have $3.65 million cash on hand. This does not agree
to the pro forma cash of $2.39 million on page 131. Additionally, you
disclose estimated transaction expenses of $0.4 million both here and on page 51;
however, this does not agree to pro forma adjustment (C) on page 136, which reflects
transaction expenses of $0.3 million. Please revise to correct these apparent
discrepancies or otherwise advise.

January 15, 2025
Page 4
What interests do the Sponsor and the Company's officers and directors have in the Business
Combination?, page 34
14.You state "At June 30, 2024, the company owes Evie Autonomous LTD
(EVIE) $1,003,995 and $974,015, respectively." Please revise to reference the amount
owed to EVIE as of Bannix's most recent balance sheet date of September 30, 2024,
and clarify what period the $974,015 relates to (i.e., December 31, 2023). Similar
revisions should be made on pages 48 and 92.
Summary of the Proxy Statement/Prospectus, page 41
15.We note your response to prior comment 16 and reissue in part. Please revise here to
disclose the nature (e.g., cash, shares of stock, warrants and rights) and amounts of all
compensation that has been or will be awarded to, earned by, or paid to the SPAC
sponsor, its affiliates, and any promoters for all services rendered or to be rendered in
all capacities to the SPAC and its affiliates and the amount of securities issued or to be
issued by the SPAC to the SPAC sponsor, its affiliates, and any promoters and the
price paid or to be paid for such securities. We note, for example, that the Summary
Compensation Table for SPAC Sponsor, Affiliates, and Promoters does not
disclose the private placement units, rights, and shares issued to sponsor and its
affiliates and the amount paid for such units/rights/shares.  In addition, disclose the
nature and amounts of any reimbursements to be paid to the SPAC sponsor, its
affiliates, and any promoters upon the completion of a de-SPAC transaction.
Reimbursements would include, for example, fees and reimbursements in connection
with loans extended; fees due; lease, consulting, support services, and  management
agreements with entities affiliated with the sponsor; and reimbursements for out-of-
pocket expenses incurred in performing due diligence or in identifying potential
business combination candidates. Refer to Items 1603(a)(6), 1604(a)(3), and
1604(b)(4) of Regulation S-K.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 55
16.Please revise the ownership table here to refer to Target non-affiliated public
stockholders consistent with all other ownership disclosures throughout your filing
and with the definition on page 17.
The Business Combination Proposal
Background of the Business Combination, page 92
17.We note your response to prior comment 37. However, you continue to refer to Mr.
Rittman as both a Consultant and CTO of Target here and on pages 95, 98, and 187.
Please revise or advise.
18.We note your disclosure on page 97 in response to prior comment 18 which states:
"Bannix’s first formal engagement with Target occurred on January 10, 2024, when
representatives of Bannix were introduced to Mr. Attia. This introduction
occurred  well after Target’s incorporation  and had no influence on its formation ."
Please explain the discrepancy given that the Target was incorporated on March 20,
2024, which is well after the January 10, 2024 initial meeting.

January 15, 2025
Page 5
19.Please expand the background section to explain the basis for the Target's $195
million enterprise value given Target has had limited operations to date, and the date
such enterprise value was determined. Additionally, expand your disclosure on page
98 regarding the underlying reasons for the Company's board approval of the business
combination. Specifically, given that the company entered into the Business
Combination Agreement on March 26, 2024, six days after the Target's formation on
March 20, 2024, provide additional disclosure regarding your assertion that "Target
had already spent substantial time fostering a relationship with a leading U.S. defense
contractor. Furthermore, Target had cultivated a robust potential pipeline of customer
opportunities" To the extent that management considered the track record and
relationships of the Target's key personnel rather than the target's existing operations,
please revise here and elsewhere as appropriate, to clearly indicate as such.
Accounting Treatment, page 103
20.We note your revised disclosure and response to prior comment 17. Please revise here
to ensure your disclosure is consistent with what is provided elsewhere in the
filing about the size of Target versus Bannix. In this regard, you state on pages 51 and
130 that Bannix's size based on total assets is larger in relative size than Target;
but, since Bannix has no operations and no or nominal operating assets, Bannix
considered the pro forma Enterprise Value of Target of $195 million.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 3 - Accounting for the Business Combination, page 136
21.Please explain your reference to EVIE as the accounting acquirer here or revise. Also,
revise the list of items considered in accounting for the Business Combination as a
reverse capitalization to be consistent with your disclosures on page 130.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2024, page 137
22.We note from your revised disclosure in pro forma adjustment C that, under the
maximum redemption scenario, the payment of $0.3 million of transaction costs will
be deferred until after the closing of the Business Combination pursuant to the
deferment agreement. Please revise to disclose how long you have until you must
repay these costs, and any other significant terms of the deferment agreement to which
you refer, including, but not limited to, the date you entered into this agreement. In
your response, provide us with a copy of this agreement.
23.We note your response to prior comment 26 regarding pro forma adjustment H, which
reflects the repayment of due to related party amounts. Please revise to disclose how
long you have until you must pay the accrued compensation amount of $110,400.
Also, revise to disclose the terms of the Affiliate Deferment Agreement, including the
date you entered into the agreement, and include a definition of this term in your
glossary beginning on page 14. In your response, provide us a copy of the agreement.

January 15, 2025
Page 6
24.We note from various Forms 8-K filed by Bannix that on each of October 18,
November 14 and December 13, 2024, the company deposited $16,237 as Extension
payments into the trust. Revise pro forma adjustment M to reflect each of the
payments made after the most recent balance sheet date, through the date of your
amendment.
25.We note your response to prior comment 24 regarding pro forma adjustment N
reflecting the repayment of the EVIE promissory note. Please revise to disclose how
long you have until you must repay this note under a maximum redemption scenario
and the terms of any related deferral agreement with EVIE, as applicable, including
the date EVIE agreed to allow deferral of this repayment. In your response, provide us
with a copy of such agreement.
Bannix Acquisition Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1- Organization and Business Operations
Investment Company Act 1940, page F-17
26.Please revise your disclosure under this heading and on page F-46 regarding the
potential safe harbor and to otherwise update for the guidance the SEC provided for
SPACs to consider when analyzing their status under the Investment Company Act of
1940. See SEC Release No. 33-11265, Special Purpose Acquisition Companies, Shell
Companies, and Projections, adopted on January 24, 2024. Please ensure any outdated
disclosure is removed.
Note 10. Subsequent Events, page F-29
27.Please revise to include a discussion of the various deferral agreements as disclosed in
Bannix's January 3, 2025 Form 8-K. Also, disclose any additional Extension payments
made since September 30, 2024. Refer to ASC 855-10-50-2.
VisionWave Technologies, Inc.
Notes to Unaudited Condensed Financial Statements
Note 1. Organization, page F-67
28.We note your response to prior co