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VisionWave Holdings, Inc.

300 Delaware Ave., Suite 210 # 301

Wilmington, Delaware 19801

December 4, 2024

Via Edgar

Ms. Aliya Ishmukhamedova

Office of Technology

United State Securities and Exchange Commission

Washington, D.C. 20549

    Re:

    VisionWave Holdings, Inc.

    Amendment No. 1 to Draft Registration Statement
    on Form S-4

    Submitted October 16, 2024

    CIK No. 0002038439

Ms. Ishmukhamedova:

The following responses address the comments of the
staff (the “Staff”) of the Securities and Exchange Commission as set forth in its letter dated November 15, 2024 (the “Comment
Letter”) relating to the Draft Registration Statement on Form S-4 submitted October 16, 2024 (the “Registration Statement”)
of VisionWave Holdings Inc. (the “VisionWave”).

For the Staff’s convenience, the Staffs’
comments have been stated below in their entirety, followed by the corresponding responses from the Company.

Amendment No. 1 to Draft Registration Statement on
Form S-4 Cover Page

 1. Please revise to include Sponsor compensation disclosures and include cross- references that highlight,
by prominent type or in another manner, the locations of related disclosures in the prospectus. Refer to Items 1604(a)(3) and (4) of Regulation
S-K.

Response

We
have revised the Cover Page to include Sponsor compensation disclosures and cross references highlighted in prominent type.

 2. Please revise to disclose the SPAC did not receive a report, opinion, or appraisal in connection with its determination that the Business
Combination is advisable. Refer to Item 1604(a)(1) of Regulation S-K.

Response

Bannix
Acquisition Corp. (“Bannix”) did not receive a report, opinion, or appraisal in
connection with its determination that the Business Combination is advisable. The Cover Page has been revised accordingly.

Notice of Special Meeting of Stockholders, page 7

 3. Proposal No. 2, The Stock Issuance Proposal, refers to the issuance of up to 11.0 million shares of
VisionWave common stock pursuant to the Merger Agreement, which you state on page 59 are valued at $10.00 per share. However, disclosures
elsewhere refer to the issuance of 3.0 million shares of Bannix common stock, the number of which appears to be calculated based on the
$30.0 million Business Combination purchase price disclosed on page F-84. Please explain this apparent inconsistency and revise disclosures
throughout the filing as necessary.

Response

Please
note the following transaction history.

 ● On March 26, 2024, Bannix, VisionWave, VisionWave Technologies, Inc. (“Target”),
and the shareholders of Target (the “Target Shareholders”), entered into a Business Combination Agreement (the “Business
Combination Agreement”), pursuant to which Bannix would have acquired all of the issued and outstanding share capital of Target
from the Target Shareholders in exchange for the issuance of 3,000,000 shares of common stock of Bannix and Target would have become a
direct wholly owned subsidiary of Bannix and the other transactions contemplated by the Business Combination Agreement and the Ancillary
Documents referred to therein.

 ● On September 6, 2024, the parties entered into a Merger Agreement and Plan of Reorganization (the “Merger
Agreement”), by and among Bannix, VisionWave, BNIX Merger Sub, Inc., BNIX VW Merger Sub, Inc. and Target. The Merger Agreement amended
and restated the Business Combination Agreement.

 ● Upon closing of the Merger, VisionWave will issue 11,000,000 shares of common stock to the Target Shareholders
and one share of common stock to the shareholders of Bannix for each share of common stock of Bannix that is not redeemed.

As
a result of the above, the Business Combination Agreement was amended and restated by the Merger Agreement and the consideration to be
issued to the Target Shareholders was increased from 3,000,000 shares of Bannix in accordance with the Business Combination Agreement
to 11,000,000 shares of common stock of VisionWave as per the Merger Agreement. We have clarified the disclosure in various locations.

Please
note that the disclosure on page F-84 was as of June 30, 2024 and the Merger Agreement is considered a subsequent event. The financials
will be updated to include September 2024.

Certain Defined Terms, page 14

 4. We note you define the term “Founders shares” on page 15 as the 475,000 shares acquired
by Instant Fame, your Sponsor. However, elsewhere you refer to these shares as shares held by your Sponsor or similar. Additionally, on
page F-50 you refer to 130,000 equity awards issued in September 2021 as Founders Shares that will vest upon the Business Combination.
Please revise to differentiate between the 475,000 shares acquired by Instant Fame, your Sponsor, and the 130,000 equity awards referred
to as Founders Shares in your footnotes. Ensure references throughout the filing are consistent.

Response

We revised the definition
of Former Sponsor - “Former Sponsor” means the original sponsors who were Subash Menon and Sudeesh Yezhuvath (through their
investment entity Bannix Management LLP), Suresh Yezhuvath and Seema Rao.

 5. Your reference to “VW” in your pro forma disclosures appears to refer to VisionWave Technologies,
Inc., which you refer to as the “Target” on page 4. Please revise to define VisionWave Technologies, Inc. and how it is referenced
throughout the filing.

Response

We
have revised throughout to define VisionWave Technologies, Inc. as the “Target”.

Questions and Answers about the business combination and
the special meeting

Q: What equity stake will current the Company Stockholders
and Target Holders hold in VisionWave..., page 23

 6. Please revise your dilution information here and on page 60 to comply with Item 1604(c) requirements.

Response

We
have added disclosure in this section and on page 60 to comply with Item 1604(c) requirements.

 7. Please revise to include the references to footnotes (2), (3) and (4) to the associated line items in
the table on page 24. Regarding footnote (1), explain why the Company’s (i.e. Bannix’s) Public Stockholders line item includes
2,020,573 shares that will be held by GBT after the Business Combination. In this regard, such shares appear to be part of the 11.0 million
VisionWave common stock that will be issued to Target shareholders. Therefore, please revise to include the 2,020,573 shares in the Former
Target Shareholders line item or include them in a separate line item as you have done on page 122, along with a footnote explaining what
such shares represent. Similar changes should be made to the tables on page 23 and 40 and your discussion of share ownership following
the closing on page 5.

Response

In response to the SEC’s comment,
we have updated all dilution tables and their corresponding footnotes throughout the document to ensure they are consistent with the table
on page 122. This includes aligning the structure, figures, and footnotes to provide uniform and transparent disclosure of dilution impacts
across the filing.

Summary of the Proxy Statement/Prospectus, page 38

 8. 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.

Response

We have revised the Form S-4 to include the requested
disclosure on page 40.

Accounting Treatment, page 47

 9. Please address the following as it relates to your determination that the Business Combination will
be accounted for as a reverse recapitalization. We refer to you ASC 805-10-55-10 through 55-15.

 ● Provide support for your statement that Target will appoint the majority of the board of directors of
the combined entity. In this regard, of the seven intended directors of VisionWave, it appears three of them, including the co-chairman
of the board, are current officers or directors of Bannix; one is a current officer of Target; and one is the founder of VisionWave. Revise
to clarify who will appoint the other two directors.

 ● Provide support for your statement that Target’s existing management will comprise the management
of the combined entity. Further to this point, on page 94 you state that Yossi Attia, the founder of VisionWave and a wholly-owned subsidiary
of Bannix, is currently an executive officer of Target. However, this fact is not disclosed elsewhere in the filing. Clarify Mr. Attia’s
current senior management role in Target, or otherwise revise.

 ● Explain how you determined that Target is a larger entity based on historical revenues and business
operations. In this regard, it appears Target has earned no revenues and has limited operations to date.

 ● Revise your Accounting Treatment disclosure on pages 122 and 128 to ensure they are consistent with
your disclosure here and on page 95.

Response

With respect to your specific points above:

 ● Following the Merger, the VisionWave Board will consist of seven members, consisting of, Eric T. Shuss,
Douglas Davis, Noam Kenig, Danny Rittman, Erik Klinger, Yossi Attia and Chuck Hansen. Messrs Kenig, Rittman, Attia and Hansen have been
appointed by the Target.

 ● We have revised Mr. Attia’s biography on page 168 with respect to Mr. Attia to disclose that he
is the Chief Operating Officer of Target.

Further, we confirm that the Business Combination will be accounted
for as a reverse recapitalization, with Target considered the accounting acquirer. This determination is based on the following factors:

 1. Post-Merger Control Structure:

 o Stanley Hills LLC will hold 28.35% of the combined company.

 o Magic Internacional Argentina FC and GBT Technologies, Inc. will each hold 14.17%.

 o Collectively, these entities will control 56.7% of the voting power, establishing VisionWave’s shareholders as the
majority controllers.

 2. Target as the Larger Entity:

 o Projected Revenue: Target’s robust business plan includes a significant contract with Leonardo DRS, which is expected to
generate substantial revenue beginning in 2024. Additionally, Target has received a first order of a potential up to $100 million revenue
rollout from Edge Group, reported to be among the top 3 manufacturers and suppliers of precision guided munitions. Based on their current
operations and agreements, Target is well-positioned to start recognizing revenue as early as December 2024, with a strong pipeline of
revenue generation throughout 2025.

 o Operational Scope: Target’s technological offerings, particularly its advanced systems aligned with defense and commercial applications,
provide a foundation for scalable growth, further supporting its status as the larger entity in this transaction.

 3. Management and Governance Continuity:

 o Target’s existing management will maintain critical leadership positions post-merger.

 o Four of the seven board members of the combined entity will be appointed by Target Shareholders, reinforcing its operational and strategic
control.

Given these factors, Target is clearly positioned as the larger
and more substantive operating entity, justifying the reverse recapitalization treatment under ASC 805-10-55.

The Business Combination Proposal

Background of the Business Combination, page 87

 10. We note that on August 8, 2023, Bannix Acquisition Corp Entered into a Patent
                                                                 Acquisition Agreement with GBT Tokenize Corp, which is 50% owned by GBT Technologies Corp., which was later terminated on March 19,
                                                                 2024. We further note that on March 20, 2024, “the Company entered into a Patent Purchase Agreement pursuant to which
                                                                 [VisionWave Technologies] agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent
                                                                 applications providing an intellectual property” for $30,000,000. Please revise to provide a materially complete description
                                                                 of the nature of the relationship between each of the parties in each of the Patent Purchase Agreements and the parties in this
                                                                 business combination including whether there was, or is, common ownership, directors, or managerial control, and whether each of the
                                                                 agreements were negotiated in an arms-length transaction. Finally, please file the valuation report identified on page F-66 as an
                                                                 exhibit. Refer to Item 601(B)(10) of Regulation S-K.

Response

Each of the transactions surrounding the patents held by GBT Tokenize
were held at arms-length. Please note the following with respect to the transactions.

1.       No Affiliations at
Time of Acquisition:

o       There were no common
directors, officers, or shareholders between GBT Tokenize, Bannix, or Target.

o       GBT Technologies, Inc.
(GBT), which held a 50% ownership stake in GBT Tokenize, had no direct or indirect control over Bannix or Target.

2.       Past and Present Relationships:

o       Doug Davis, CEO of
Bannix, served as a consultant to GBT Technologies until March 31, 2023, when he terminated his consulting agreement. This ensured that
no affiliate relationship existed at the time of the patent acquisition.

o       Following the acquisition
of the patents by Target, Target engaged Dr. Rittman, CTO of GBT, as a consultant and CTO. Target intends to appoint Dr. Rittman as a
director post-closing.

3.       Context of the 8/8/23
Acquisition:

o       The August 8,
2023 patent acquisition was originally part of a prior proposed acquisition Bannix was pursing of Evie Autonomous Group (“EVIE”).
As Bannix subsequently terminated its agreement with EVIE, the patent acquisition agreement between Bannix and GBT Tokenize was also terminated.

o       After negotiations
with Target had commenced, Bannix introduced GBT Tokenize to Target with the goal of incorporating the GBT Tokenize technology with Target.
Target then pursued its own acquisition of the GBT Tokenize technology which was subsequently closed. The agreement between Target and
GBT Tokenize was completely independent of the terminated EVIE relationship.

4.       Disclosure of Relationships
and Agreements:

o       These relationships
and agreements, including the termination of the EVIE arrangement and the subsequent independent agreement with Tokenize, have been disclosed
in the ‘Related Party Transactions’ and ‘The Business Combination Proposal’ sections for transparency.

This comprehensive disclosure demonstrates that the patent acquisition
was conducted independently and appropriately, ensuring no conflicts of interest or improper affiliations.

Negotiation Process with Potential Acquisition Targets,
page 89

 11. We note your disclosure that the first email introduction occurred between representatives of Bannix
and Target on January 12, 2024. However, we further note that Target was not formed until March 20, 2024. Please revise to provide a more
detailed discussion of the nature of the relationship between the parties, including a detailed timeline of discussion and interactions
held prior to January 12, 2024 and thr