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 March 13, 2025

Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801

Noam Kenig
Chief Executive Officer
VisionWave Technologies, Inc.
1061 1/2 N Spaulding
West Hollywood, CA 90046

 Re: VisionWave Holdings, Inc.
 Amendment No. 1 to Registration Statement on Form S-4
 Filed February 27, 2025
 File No. 333-284472
Dear Douglas Davis and Noam Kenig:

 We have reviewed your amended 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 February 11,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-4
Certain Defined Terms, page 14

1. The definitions of Bannix Common Stock on page 14 and VisionWave Common
 Stock and VisionWave Preferred Stock on page 16 refer to a par value of
$0.0001 per
 share. It appears the par value of these shares is $0.01 per share.
Please revise or
 advise.
 March 13, 2025
Page 2

Questions and Answers About the Business Combination and the Special Meeting
What equity stake will the Company's current Stockholders and Target
Shareholders hold in
VisionWave..., page 23

2. We note from your response to prior comment 15 that you removed pro
forma
 adjustment EE since the Securities Purchase Agreement is already
included as a
 liability in Bannix's financial statements. Considering this liability
has been accrued
 and will be paid in cash at closing of the Business Combination, please
explain how
 this transaction will impact your adjusted net tangible book value.
Alternatively,
 revise to remove this adjustment from the calculation of the numerator.
What interests do the Sponsor and the Company's officers and directors have in
the Business
Combination?, page 34

3. You disclose here that approximately $2.84 million in certain costs and
obligations
 will be deferred pursuant to various deferral agreements, including
approximately
 $300,000 in estimated transaction costs. This differs from pro forma
adjustment (C)
 on page 139 which reflects the deferral of only $197,000 in estimated
transaction
 costs and results in total deferred costs and obligations of
approximately $2.74
 million. Please explain or revise your disclosures here and on pages 45,
50, 162, 195,
 and F-18. In addition, revise page 194 where you indicate the related
party deferred
 obligations are payable within four months following the closing of the
Business
 Combination as this differs from Exhibit 10.4 which indicates such
amounts are
 payable no later than December 31, 2025.
Unaudited Pro Forma Condensed Combined Financial Information, page 130

4. Please revise the pro forma condensed combined statement of operations
to
 reflect Bannix's operations for the fiscal year-ended December 31, 2024,
and revise
 your pro forma adjustments as necessary. Refer to Rule 11-02(c)(2)
through (c)(4) of
 Regulation S-X.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as
of
December 31, 2024, page 139

5. We note the addition of pro forma adjustment (O), which reflects a draw
on due to
 related parties to provide cash to pay amounts due under the maximum
redemption
 scenario. Please revise to clarify which related party will be lending
these funds and
 describe the terms of the loan, including repayment terms.
Business of Target, page 166

6. We note your revised disclosures both here and on page 99 where you
refer to the
 acquisition of intellectual property from Tokenize which was valued at
$30 million.
 Please revise to clarify that the final valuation was governed by a
third-party valuation
 report or otherwise disclose how you determined the final valuation.
Also, clarify that
 for accounting purposes, this acquisition was recorded at the
transferor's (Tokenize)
 historical cost such that a nominal amount is reflected in Target's
financial statements
 related to such transaction.
 March 13, 2025
Page 3

Bannix Acquisition Corp.
Note 1- Description of Organization and Business Operations
Proposed Business Combination - VisionWave Technologies, page F-14

7. We note your reference here and on pages F-41 and F-70 in Target and
VisionWave s
 financial statements, respectively, to satisfying a minimum available
cash condition.
 Based on your response to prior comment 34 in your response letter dated
December
 27, 2024, the business combination does not have a minimum cash
condition
 requirement. Please revise or advise.
Investment Company Act 1940, page F-20

8. Please revise your disclosure 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 12 - Subsequent Events, page F-33

9. We note your revised disclosure in response to prior comment 21. Please
revise to
 include disclosure addressing the March 2025 special meeting to obtain
shareholder
 vote to extend the deadline of the Business Combination up to June 14,
2025. To the
 extent any shareholders elect to redeem in connection with the special
meeting, ensure
 you include a quantified discussion of such redemptions and revise your
disclosures
 throughout the filing accordingly.
VisionWave Technologies Inc.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Value of Acquired Securities, page F-45

10. We note your response to prior comment 23. You state the disclosure that
 "VisionWave required additional funding for its ongoing operations, and
the parties
 agreed that Tokenize would invest an additional 10 million AVAI shares"
was not
 meant to convey an explicit intent to use AVAI shares as a liquid asset.
Accordingly,
 please revise this disclosure, as well as the similarly worded
disclosure on page 175
 and elsewhere throughout where you discuss the AVAI transaction, to more
clearly
 describe the true intent of this transaction as a "strategic
partnership" as discussed in
 your response. Also, revise page 170 to disclose information about this
strategic
 partnership with AVAI like you do your other strategic partnerships.
 March 13, 2025
Page 4

 Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
if you have questions regarding comments on the financial statements and
related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby
at 202-
551-3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Stephen M. Fleming
 Robert Yaspan
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