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 April 3, 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. 2 to Registration Statement on Form S-4
 Filed March 21, 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 March 13,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-4
Notice of Special Meeting of Stockholders, page 8

1. You disclose on page 10, and elsewhere throughout the filing, the
balance in the Trust
 account as of March 19, 2025 was $1,144,642, or $11.48 per share for the
99,666
 remaining redeemable common stock shares. This appears to differ from
the pro
 forma balance in the Trust after considering the $2.57 million paid for
the March 7
 April 3, 2025
Page 2

 redemptions, the March 12 deposit of $4,983 for a business deadline
extension, and
 the interest earned of $25,668 as disclosed in pro forma adjustment (E).
Please revise
 or advise. Ensure disclosure of the Trust balance on pages 27, 31, 48,
53, 90, 91, 97,
 105 and 135 agree accordingly.
Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2024,
page
135

2. We note the Transaction Accounting Adjustments columns under both
Scenario 1 and
 Scenario 2 do not properly foot. Also, the individual line items in the
Pro Forma
 Combined Columns do not foot across when adding the historical amounts
for both
 Target and Bannix to the Transaction Accounting Adjustments disclosed.
 Additionally, several adjustments do not agree to information disclosed
in either the
 pro forma footnotes or to disclosures elsewhere in the filing. For
example, we note the
 following exceptions, which may not be a comprehensive list of all
discrepancies in
 the pro forma financial statements. Please revise your pro forma balance
sheet to
 ensure all adjustments agree to the appropriate amounts disclosed and
that the
 columns properly total.
 Pro forma adjustment (E) on page 140 indicates there was $25,668 of
interest
 earned in the Trust since December 31, 2024, which is reflected in
pro forma
 adjustment (J). While this is reflected in pro form adjustment (J)
to accumulated
 deficit, the adjustment to the Trust account differs from this
amount.
 Pro forma adjustment (M) on page 140 states $37,457 has been
deposited into the
 Trust for business deadline extensions, which includes the deposit
made on March
 12, 2025. However, the pro forma adjustment (M) amounts in the pro
forma
 balance sheet to both the Trust account and Due to related parties
differ from the
 amount disclosed in Note (M)
 Revise to include footnote disclosure in Note 4 on page 139 to
address pro forma
 adjustment (P), which appears to reflect the March 7, 2025,
redemptions. Also,
 the amount paid for these redemptions as disclosed throughout the
filing was
 $2,573,762, which agrees to pro forma adjustment (P) to redeemable
common
 stock, but not to the related adjustment to the Trust account.
 Pro forma adjustment (O) is included in the Due to related party
line item under
 Scenario 1, but the offsetting entry to cash and cash equivalents is
reflected under
 Scenario 2. Revise to clarify if, or whether, you have already
received this cash
 and reflect the cash and related liability under the same scenario,
as appropriate. If
 you have already received these funds, revise the amount due to the
Sponsor and
 Related Parties that will be deferred until after the business
combination as
 disclosed throughout the filing to reflect this additional funding.
VisionWave Technologies Inc. Notes to Unaudited Condensed Financial Statements
Note 1. Organization
Liquidity, Capital Resources and Going Concern, page F-43

3. We note your revised disclosures and response to prior comment 10.
Please tell us
 what is meant my mitigating a "potential situation" of "forced sales,"
and describe in
 more detail what prompted the sale of 264,112 AVAI shares in February
and March
 April 3, 2025
Page 3

 2025. Tell us how these sales will be recognized in Target's financial
statements,
 including the amount of any gain on sale that was recognized. Also tell
us what is
 meant by the statement in your response that Target transferred the
remaining 9.7
 million shares to a transfer agent and is actively negotiating to sell
these shares in a
 "fire sale." Describe the nature of this intended transaction and what
prompted Target
 to seek to sell these remaining shares.
 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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