SecProbe.io

February 11, 2025
Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801
Re:VisionWave Holdings, Inc.
Registration Statement on Form S-4
Filed January 24, 2025
File No. 333-284472
Dear Douglas Davis:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.  Unless we note
otherwise, any references to prior comments are to comments in our January 15, 2025 letter.
Registration Statement on Form S-4
Preliminary Proxy Statement, page 4
1.Please revise your cover page to reflect that Sponsors and other insiders hold
2,041,600 shares consisting of 484,000 Sponsor shares, 961,600 Anchor Investor
shares, and 596,000 Former Sponsor shares, in line with your disclosure on page 23.
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
2.Please incorporate your response to prior comment 4 regarding your engagement
of Marula Capital Group LLC and the referenced fairness opinion in this registration
statement.

February 11, 2025
Page 2
What equity stake will current the Company Stockholders and Target Shareholders hold in
VisionWave immediately after..., page 23
3.We note the table you added at the top of page 25. Please explain to us, and revise
your disclosures to better describe, what this table is intended to convey.
4.Please revise to remove the table at the top of page 26 showing net tangible book
value as of September 30, 2024, and the related increase in net tangible book value
per share attributable to Bannix's stockholders as this information is not required
under the guidance in Item 1604(c) of Regulation S-K.
5.We note your revised adjusted net tangible book value per share calculations in
response to prior comment 9. Please revise the numerator adjustment for "transaction
costs attributed to Bannix" on page 26 to only reflect those transactions costs that are
not currently included in Bannix's most recent balance sheet. In this regard, based on
adjustment CC to the pro forma statement of operations for the year ended December
31, 2023, it appears this adjustment should be $250,000. In addition, remove the
brackets from the dilution per share to SPAC public shareholders on page 25.
6.We note your revised disclosure on page 27 and response to prior comment 12. Please
revise to state this table excludes the impact of 7,306,000 shares underlying Bannix
public and private warrants, and disclose the total shares and total valuation for each
redemption level under a fully diluted scenario that includes the impact of these
shares. Also, explain your reference to the IPO offering price of Iron Horse or
otherwise revise.
Summary of the Proxy Statement/Prospectus, page 41
7.We note your response to prior comment 15 and reissue the comment. Please provide
in tabular format, the terms and amount of all compensation, including founder
shares, private placement units, and reimbursements,  received or to be received  by
Former Sponsors, Anchor Investors, Sponsor, its affiliates and promoters in
connection with the business combination. Outside of the table, disclose the extent to
which that compensation and securities issuance has resulted or may result in a
material dilution of the equity interests of non-redeeming shareholders of the special
purpose acquisition company. A cross reference to other locations of related
disclosures in the prospectus is not sufficient. Ensure your disclosures addresses each
aspect of Item 1604(b)(4) and 1603(a)(6) of Regulation S-K. The compensation table
should disclose the number of securities issued by the SPAC to the SPAC Sponsor, its
affiliates, and any promoters and the price paid or to be paid for such securities, or
tell us why you believe you do not need to include those securities as compensation.
Accounting Treatment, page 52
We note your revised disclosure in response to prior comment 20, where you
state, “Target is the larger entity based on historical revenues and business
operations.” In response to comment 9 from our November 15, 2024, comment letter,
you removed such disclosure and instead indicated "Bannix's size based on total assets
is larger in relative size to Target, however Bannix has no operations and no or
nominal operating assets...therefore Bannix considered the pro forma Enterprise Value
of Target of $195 million." Please explain your current disclosures or revise as 8.

February 11, 2025
Page 3
necessary. To the extent you intend to retain your current disclosures, and as
previously requested, explain in detail how you determined that Target is the larger
entity based on historical revenues and business operations given that Target has not
earned any revenues through September 30, 2024. Finally, ensure your disclosure here
is consistent with disclosure on pages 105, 132 and 138, as applicable.
Risk Factors
If we are deemed to be an investment company under the Investment Company Act..., page
74
9.We note your disclosure here that "[t]he proceeds held in the trust account may be
invested by the trustee only in United States government treasury bills."  This appears
inconsistent with your disclosure on page F-7, where you state: “[t]he Company has
since divested its investments in the Trust Account and placed the funds in an interest-
bearing demand deposit account.” Please revise to address the inconsistency.
The Business Combination Proposal
Background of the Business Combination, page 94
10.We note your response to prior comment 19 and reissue the comment. Please expand
the background section to explain the basis for Target’s $110 million enterprise value
given Target has had limited operations to date.
The Company Board's Reasons for the Approval of the Business Combination, page 100
11.We note your revisions in response to prior comment 17. However, both here and on
page 191 you continue to refer to Dr. Rittman as both a consultant and CTO of Target.
Please revise or advise.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Accounting for the Business Combination, page 138
12.Please revise your disclosures here where you refer to the voting power of Bannix
post-Business Combination and the ongoing operations of Bannix to instead refer to
VisionWave.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2024, page 138
13.Please revise pro forma adjustment (C) to remove the discussion of deferment
agreements related to amounts due to Sponsor and Affiliates and the EVIE promissory
note as those agreements are already discussed in pro forma adjustments (H) and (N),
respectively. Revise your discussion of amounts included in pro forma adjustment (C)
to explain that the $250,000 of estimated transaction costs recognized in accumulated
losses have not yet been accrued and include a cross-refence to pro forma adjustment
(CC) to the pro forma statement of operations for the year ended December 31, 2023.
Also, revise to disclose that under Scenario 1 the $311,188 will be paid while under
Scenario 2 such expenses will be deferred. In addition, tell us whether VisionWave or
Target will incur any transaction costs related to the Business Combination and, if so,
revise your pro forma financial statements accordingly.

February 11, 2025
Page 4
14.In response to prior comment 26 in your December 27, 2024, response letter you
removed language that indicated the $200,000 due under the Securities Purchase
Agreement will be forfeited upon liquidation or business combination. However, we
note disclosure on pages F-6 and F-35 continue to disclose such terms. Further, pro
forma adjustment (H) does not address this loan while the actual adjustment appears
to reflect repayment of this loan. Please revise throughout to clarify whether this loan
will be repaid or forfeited upon liquidation or business combination and revise your
pro forma financials to either reflect repayment or forfeiture of this loan, as
applicable.
15.Disclosure in pro forma adjustment (H) refers to the payment of $200,000 due to
Subash Menon for advisory services. However, this amount does not appear to be
included in your Due to Related Party balance as of September 30, 2024. Accordingly,
please revise to remove reference to this loan in pro forma adjustment (H) and,
instead, reflect the repayment of this amount as a reduction to cash and related
increase in accumulated deficit, which corresponds to pro forma adjustment (EE).
16.We note your revisions to pro forma adjustment (N) where you disclose that Scenario
2 reflects the deferral of the payment of the EVIE promissory note, which will
be payable within four months following the close of this Business Combination.
However, we also note the following disclosures where information regarding the
repayment terms appear to differ:
•Page 36 states “four months after upon the date of the consummation” of the
Business Combination.
•Pages 50 and 94 state it is payable upon “the earlier of (a) four months after the
consummation of the Company's initial Business Combination, or (b) the date of
the Company’s liquidation.”
•Page 162 states it is repayable upon “the earlier of (a) the date of the
consummation of the Company's initial Business Combination, or (b) the date of
the Company’s liquidation.”
Please revise throughout to consistently disclose the repayment terms for the EVIE
note, and ensure they agree to the terms of the deferment agreement entered in
December 2024.
17.You state in your response to prior comments 22, 23 and 25 that you will attach
copies of the respective deferment agreements entered on December 26, 2024, and
January 19, 2025. However, we note only one Affiliate Deferral Agreement is
included as Exhibit 10.1, and that agreement is not signed or dated, the counterparty
"Party A" is not identified, and the deferral term only refers to a three-month deferral.
As previously requested, please provide us with a copy of each of the final, signed
agreements for each of these deferral arrangements.
Business of Target, page 164
We note your revised disclosure and response to prior comment 28. Please address the
following. Ensure any revisions here are also made to the disclosure on pages 98 and
99.
•Clarify what is meant by "technological foundations" and "pre-existing
development by key personnel" as indicated in your revised disclosures.18.

February 11, 2025
Page 5
•Tell us whether Target paid any employees, including the CEO and COO,
between formation on March 20, 2024, and September 30, 2024. If not, please
explain how employees were compensated.
•Tell us whether any of Target’s core technologies were revised, enhanced or
otherwise changed between formation on March 20, 2024, and September 30,
2024. If so, tell us how Target recognized related operating costs.
•Explain how Target marketed its products to obtain contracts and generate
business between March 20, 2024, and October 20, 2024. In this regard, we note
your disclosure on pages 100 and 168 state key personnel of Target spent
substantial time fostering a relationship with a U.S. defense contractor that led to
a memorandum of agreement with that party on July 25, 2024. Tell us how
operating costs associated with these activities were recognized.
•Tell us whether Target incurred any overhead costs, such as related to building
leases, utilities, IT, etc., between March 20, 2024, and September 30, 2024. If not,
tell us how Target otherwise supported employees and operations.
•Given Target has had minimal to no operating expenses through September 30,
2024, but began entering contracts around October 20, 2024, revise your MD&A
disclosures to address expected future trends in operating costs and expenses.
VisionWave Management After the Business Combination
Directors and Executive Officers, page 187
19.Your disclosures on page 153 indicate that Mr. Davis will serve as Co-Chairman of
the Board of VisionWave following the closing; however, disclosures here indicate he
will also serve as Chief Executive Officer (CEO) along with Mr. Kenig. Please
explain or revise as necessary. To the extent both Messrs. Davis and Kenig will serve
as CEOs of VisionWave, revise to clarify what each of their roles will be.
Bannix Acquisition Corp. - Notes to Unaudited Condensed Consolidated Financial
Statements
Note 1 - Organization and Business Operations
Liquidity, Capital Resources, and Going Concern, page F-15
20.Please explain your disclosures on pages F-17 and F-46 where you state "Bannix
completed its IPO within the SEC's safe harbor timeline, having entered into a
definitive Business Combination with VisionWave Technologies, Inc. on March 26,
2024, less than 18 months after its IPO." In this regard, we note Bannix consummated
their IPO on September 14, 2021, which is approximately 30 months prior to the
VisionWave agreement.
Note 10 - Subsequent Events, page F-29
21.Please revise to include the date through which subsequent events were evaluated, as
you previously disclosed in this footnote. Refer to ASC 855-10-50-1.

February 11, 2025
Page 6
VisionWave Technologies Inc. - Notes to Unaudited Condensed Financial Statements
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Value of Acquired Securities, page F-72
22.We note your response to prior comment 29. Please provide a detailed analysis to
support your determination that AVAI shares do not trade with sufficient frequency
and volume to provide pricing information on an ongoing basis. In your response
provide the specific trading volumes and bid/ask spreads considered in
determining that AVAI shares do not trade in an active market. Refer to ASC 820-10-
35-36B and 35-44.
23.You state in your response to prior comment 29 you eliminated disclosures indicating
that the purpose of the AVAI transaction was to provide Target with access to
liquidity. Please explain further the purpose of the transaction if it was not for
liquidity purposes. In this regard, disclosures on page F-72 state that "VisionWave
required additional funding for its ongoing operations, and the parties agreed that
Tokenize would invest an additional 10 million AVAI shares." In addition, you state
on page 167 that AVAI shares "can be liquidated as needed to provide additional
working capital."
General
24.We note your revised disclosure and response to prior comment 31. We continue to
note the following discrepancies in your disclosure. As previously requested, and as
indicated in your response, revise to ensure all references are to "Sponsor and Other
Insiders" throughout your filing.
•“Sponsor and its affiliates” on pages 192 and F-29
•“Sponsor and Affiliates” on page 139
•“SPAC Sponsor” on page 41
Although your response to prior comment 30 states that Target owns investment
securities having a value far exceeding 40% of the value of its total assets per the test
in section 3(a)(1)(C) of the Investment Company Act, you assert that Target may rely
on section 3(b)(1).   The exclusion from section 3(a)(1)(C) provided by section 3(b)(1)
is available only to those issuers who can establish that they are primarily engaged,
directly or through a wholly owned subsidiary or subsidiaries, in a business or
businesses other than that of investing, reinvesting, owning, holding, or trading in
securities.  Based on the information that you have provided to date, we are unable to
determine whether Target may be eligible for this exclusion.  If you continue to
believe that Ta