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VisionWave Holdings, Inc.

300 Delaware Ave., Suite
210 # 301

Wilmington, Delaware 19801

December 27, 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. 2 to Draft Registration Statement on
Form S-4 Submitted December 4, 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 December 4, 2024 (the “Comment
Letter”) relating to the Draft Registration Statement on Form S-4 submitted December 4, 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. 2 to Draft Registration Statement on Form
S-4 Preliminary Proxy Statement of VisionWave Holdings, Inc., page 4

 1. We note your revised disclosure and response to prior comment 41. Please
address the following regarding your disclosure on page 5 and revise as necessary:

 ● The total number of shares disclosed here under each scenario does not
to agree to the total number of shares disclosed elsewhere throughout the filing (i.e., 12,498,748 shares under the no redemption scenario
or 12,174,000 shares under the maximum redemption scenario).

 ● You disclose Target affiliates will hold 8,070,427 shares and Target non-affiliates
will hold 2,020,573 shares, which does not agree to the 11.0 million shares that will be held by the Target.

 ● Explain how you determined the 484,000 shares to be held by the Sponsor
or otherwise revise.

Response

We acknowledge the SEC’s comment and have reviewed the disclosure
on page 4 of the S-4, which contains no table but includes narrative information about shares being registered. We could
not identify the figures 12,249,748 or 12,174,000in the current S-4 filing.

To ensure consistency and clarity, we have made the following
corrections and clarifications throughout the filing:

 1. Correction of Target Affiliates’ Shares on Page 5:

 o The number of shares attributed to Target affiliates on page 5 has been corrected to 8,979,427, which
aligns with the total 11 million shares to be held by Target post-closing, as detailed in the ownership table and narrative
text.

December
27, 2024

Page
2

 2. Calculation
                                            of Sponsor Ownership (484,000 Shares):

 o The
                                            Sponsor’s ownership is calculated as follows:

 ● 375,000
                                            shares directly owned.

 ● 90,000
                                            units, each consisting of:

 ● 1
                                            share = 90,000 shares.

 ● 1/10
                                            of a right = 9,000 shares at closing.

 ● Total
                                            = 375,000 + 90,000 + 9,000 = 484,000 shares.

 o This
                                            calculation has been clarified in the relevant sections of the filing to ensure consistency
                                            and transparency.

These
corrections ensure that all ownership disclosures are consistent across the filing and align with the accurate calculations of
share ownership for both Target affiliates and the Sponsor.

 2. We note your revised disclosures in response to prior comment 4 where
you define Former Sponsor. We further note your reference to the issuance of 225,000 private placement units to your Sponsors on page
6. To the extent your reference to “Sponsor” here and elsewhere throughout the filing is referring to your Former Sponsors,
please revise to ensure that your references identify the appropriate party.

Response

We acknowledge the SEC’s comment and confirm that the 225,000
units referenced are attributed to the Former Sponsor. These represent private placement units, not shares,
and this distinction has been corrected on page 6 and throughout the document.

To ensure clarity and transparency, we have carefully reviewed
all references to these units and updated the filing to correctly reflect their attribution under the Former Sponsor. This correction
ensures consistency across the ownership tables and narrative sections in the S-4 filing.

 3. We note your revised disclosure in response to prior comment 1. You state
on page 6 that the total amount payable for transaction expenses and any outstanding loans or other obligations to the Sponsor is approximately
$1.4 million. However, on page 44 you state that it is $14 million. Furthermore, on page 60, you state that the overall at risk amount
is $6.3 million, including $840,000 in unreimbursed out-of-pocket expenses. Please correct the discrepancy.

Response

We acknowledge the SEC’s comment and confirm that there
was a typographical error on page 44, where the amount should correctly state 1.4 million rather than 14
million, as accurately stated on page 6. This error has been corrected.

Additionally, the language on page 60, under the
Sponsor Risk section, has been reviewed for clarity. We propose the following rephrased disclosure to ensure consistency and transparency:

December
27, 2024

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3

Revised Disclosure on Page 60:

“The Sponsor has provided $1.4 million in working capital to the Company to support its operations. The Sponsor
currently holds 475,000 shares, which may be subject to loss if the Business Combination does not close. The Sponsor is not
entitled to the 9,000 shares related to rights prior to the closing.”

These corrections ensure alignment across
the document and provide clear, concise information regarding the Sponsor’s financial contributions and risk exposure.

Certain Defined Terms, page 14

 4. We note your revised disclosures and response to prior comment 5. Please
revise here to define VisionWave Technologies, Inc., as “Target” like how you have defined Bannix Acquisition Corporation
as “Bannix” or “the Company” and VisionWave Holdings, Inc. as “VisionWave.”

Response

We acknowledge the SEC’s comment and confirm that the
definition of “Target” was previously missing. To address this, we have included the definition on page 17 in
alphabetical order, as follows:

New Definition Added to Page 17:

 ● “Target” means
                                            VisionWave Technologies, Inc.

This update ensures the term “Target” is
clearly defined and aligns with its usage throughout the filing.

 5. We note your disclosure on page 6 regarding “Sponsor Related Parties,”
which you define as “Sponsor, its affiliates, representatives and the SPAC officers and directors.” We also note you refer
to Sponsor Related Parties in your Liquidity disclosures on page 154. Please revise to define this term here.

Response

We acknowledge the SEC’s comment and confirm that we have
added a definition for ”Sponsor Related Parties” on page 154 to clarify its usage in the
filing. The revised text now reads as follows:

Revised Text on Page 154:

“In addition, in order to fund transaction costs in connection with a possible Business Combination, the Company’s Sponsor,
an affiliate of the Sponsor, and/or certain of the Company’s officers and directors (‘Sponsor Related Parties’) may,
but are not obligated to, provide the Company Working Capital Loans.”

This definition ensures transparency and
consistency in referencing Sponsor Related Parties throughout the filing.

Questions and Answers About the Business Combination and
the Special Meeting

What equity stake will current the Company Stockholders
and Target Shareholders hold in VisionWave immediately after..., page 23

December
27, 2024

Page
4

 6. Please revise to move the first paragraph here, which addresses the ownership
tables now disclosed on pages 25 and 26, so that it immediately precedes the tabular disclosures to which it relates. Additionally, we
note your last paragraph on page 27 refers to “the following table” that shows potential impact of redemptions on per share
values; however, there is no table following that paragraph. Please revise.

Response

We acknowledge the SEC’s comment and
have revised the filing as follows:

 1. Relocation of Ownership Table Discussion:

 o The paragraph discussing ownership tables has been moved to immediately precede the tabular disclosures on pages 25 and 26,
ensuring clear and logical presentation of the related narrative.

 2. Addressing Missing Table Reference:

 o On page 27, the paragraph referring to “the following table” has been removed.

These revisions improve the clarity and consistency
of the filing in compliance with the SEC’s request.

 7. We note the pro forma net tangible book value, as adjusted amount in
the table on page 23 and in footnote (1) on page 24 includes adjustments for the net tangible book value of Target as of September 30,
2024. Similarly, the total shares in the table and in footnote (2) include adjustments for the Target Shareholders. Please revise to remove
the effects of the Business Combination from these calculations.

Response

This comment has been resolved by removing the net tangible book
value of the Target from the numerator adjustments and removing the Target shareholders from the denominator adjustments in the table
on page 23.

 8. We note the introductory language at the top of page 24 to the
                                                                tabular disclosure of Bannix’s historical net tangible book value as of September 30, 2024, indicates the amounts in the table
                                                                reflect the business combination with Target. Please revise to exclude such reference and provide revised dilution information that
                                                                reflect the dilution to SPAC shareholders, which
should be calculated as the difference between the SPAC’s IPO price per share and the SPAC’s net tangible book value per share,
as adjusted, excluding the impact of the Business Combination transaction.

Response

This comment has been resolved by excluding the impact
of the Business Combination transaction from the table on page 24.

 9. Your calculation of net tangible book value per share as of September
30, 2024 at the top of page 24 appears to include shares related to the Public and Private Rights. Please explain the inclusion of such
shares or revise as necessary.

Response

This comment has been
resolved by revising the table to remove the Public and Private Rights since the table has been adjusted to exclude the impact of the
Business Combination.

December
27, 2024

Page
5

 10. Please revise to include a subtotal for “Bannix shares outstanding”
in the Denominator adjustments (2) tabular disclosure on page 24 that agrees to the total Bannix shares outstanding shown in the Bannix
historical net tangible book value table at the top of that page, as revised.

Response

This comment has been resolved by revising
the total Bannix shares outstanding in the Denominator adjustments to agree to the total Bannix shares in the Bannix historical net tangible
book value table at the top of page 23.

 11. We note the inclusion of shares underlying Bannix Public and Private Warrants
in your adjusted net tangible book value calculations. Please tell us how you determined that the exercise of warrants is probable such
that they should be included in your calculation of as adjusted net tangible book value. Alternatively, revise to remove this adjustment
and instead include a footnote that separately addresses any potential sources of dilution that are not considered probable at or prior
to the Business Combination.

Response

This comment has been resolved by removing the shares underlying
the Bannix Public and Private Warrants from the adjusted net tangible book value calculations and including a footnote to the table.

 12. We note your revised ownership table and disclosure on page 25 and response
to prior comment 7. Please revise to address the following. Revisions should be made elsewhere in the filing, as necessary.

 ● Define your reference to Representative shares and include a definition in your glossary of terms on
page 14.

 ● Define your reference to Target non-affiliated public shareholders and
clarify the holders of such shares.

 ● Revise footnote (1) to separately disclose the number of shares and rights
held by each entity included here, (e.g. the Sponsor, the Anchor Investors and Others), as applicable. Additionally, clarify whether this
line item includes any shares held by former Bannix officers and/or directors and, if so, explain why such shares are not included in
the line item for Former Bannix Officers and Directors.

 ● Revise to ensure that your references in the charts and disclosures throughout
the filing are the same and are clearly defined within your glossary of terms beginning on page 14. For example, you refer to Target Shareholders,
Bannix public stockholders and Bannix officers and directors in some places while elsewhere you refer to Former Target Shareholders, Public
Stockholders and Former Bannix Officers and Directors.

Response

We acknowledge the SEC’s comment and have revised the filing
to address the requested definitions and disclosures:

 1. Definitions Added to the Glossary (Page 17):

 o “Representative shares”:

 ● Defined
                                            as shares sold to the underwriter in the original IPO (I-Bankers Securities, Inc.).

 o “Target non-affiliated public shareholders”:

December
27, 2024

Page
6

 ● Defined
                                            as 2,020,573 VisionWave shares at closing, distributed among seven shareholders.
                                            Six of these shareholders will hold 286,921 shares each, representing less than 5%
                                            of VisionWave shares outstanding at closing, and the seventh shareholder will hold 299,045
                                            shares, also representing less than 5% of VisionWave shares outstanding at closing.

 ● Beneficial
                                            Owners:

 ● Yuriy
                                            Shirinyan, Marieta Seiranova, Liliia Halushko, Vyacheslav Shirinyan, Natalia Galushko, Anatolii
                                            Halushko (each holding 286,921 shares).

 ● Gary
                                            Shirinyan (holding 299,045 shares).

 2. Disclosure
                                            Added to Footnote (1):

 o The 2,041,600
                                            shares consist of:

 ● 484,000
                                            Sponsor shares.

 ● 961,600
                                            Anchor investor shares.

 ● 596,000
                                            Former Sponsor shares.

 o This
                                            total excludes shares held by former Bannix officers and directors.

These
revisions ensure clarity and transparency regarding the definitions and composition of the disclosed share amounts.

 13. Please
                                            revise the fully diluted ownership chart on 26 to address the following:

 ● Include
                                            the shares held by “Target non-affiliated shareholders” as a separate line item.

 ● Include a footnote to “Sponsor and Other
                                                                                                                                      Insiders” indicating that this line item
includes Representative Shares, Former Bannix Officers and Directors and Sponsor and Other Insiders, which are presented separately elsewhere
in the filing.

 ● Remove