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VisionWave Holdings, Inc.

300 Delaware Ave., Suite 210 # 301

Wilmington, Delaware 19801

January 23, 2025 

Via Edgar 

Ms. Aliya Ishmukhamedova 

Office of Technology

United State Securities and Exchange Commission 

Washington, D.C. 20549 

  Re:

  VisionWave Holdings, Inc.

  Amendment No. 3 to Draft Registration Statement on Form S-4 Submitted December 27, 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 January 15, 2025 (the “Comment Letter”) relating
to the Draft Registration Statement on Form S-4 submitted December 27, 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. 3 to Draft Registration Statement on
Form S-4 Certain Defined Terms, page 14

 1. Please revise here to include definitions of Target stockholders, Former Bannix Officers and Directors
and Other Insiders as these parties are referred to your post- closing ownership disclosures.

Response

We acknowledge the SEC’s comment and
provide the following definitions for inclusion in the filing:

“Former Bannix Officers and Directors” means
Subash Menon (former Chief Executive Officer of the Company) and Nicholas Hellyer (former Chief Financial Officer, Secretary and Head
of Strategy) who resigned who served as officers and/or directors of Bannix in and Sudeesh Yezhuvath (former Chief Operating Officer)
who resigned in November 2022.

“Sponsor and Other Insiders” means the Sponsor
and Anchor Investors both terms as defined herein.

“Target Stockholders” means the shareholders
of Target who hold 5% or more of the issued and outstanding shares of VisionWave at the closing of the business combination
which includes: Stanley Hills, LLC, GBT Tokenize Corp., GBT Technologies Inc and MAGIC INTERNACIONAL ARGENTINA FC S.L.

 2. We note from your definition of Private Placement Units on page 16, you sold 181,000 of these units
to “certain investors.” Based on disclosure on page F-26, it appears these investors were the Anchor Investors. Please revise
throughout to identify these “certain investors.”

 Response

We acknowledge the SEC’s comment and will revise the filing
to replace references to “certain investors” with “Anchor Investors” for consistency and clarity. Additionally,
we will expand the definition of Anchor Investors as follows:

“Anchor Investors” means Sea
Otter Holdings LLC BD Series, Sixth Borough Capital Fund LP, Better Works LLC, James M. McCrory, and Shelley K. Leonard.

 3. We note your response to prior comment 5 and your definition of Sponsor Related Parties on page 17.
Please revise to ensure your disclosure on page 6, which refers to “affiliates” of the Sponsor, is consistent with the definition
here and disclosure on page 159, which refer to only “an affiliate” of the Sponsor. Additionally, clarify whether the “representatives”
referenced in your description of Sponsor Related Parties on page 6 is I-Bankers Securities, as per your definition of Representative
Shares or otherwise revise to ensure the disclosure on page 6 is consistent with the definition of Sponsor Related Parties on page 17.

                Response

We acknowledge the SEC’s comment and have revised throughout
to provide consistency and clarity in the definition and usage of “Sponsor Related Parties.”

The definition of Sponsor Related Parties is as follows:

“Sponsor Related Parties” means the Sponsor, Douglas
Davis (Bannix’s Chief Executive Officer and a director) and LaRocca Design, an entity owned by Andre LaRocca, which is an affiliate
of the Sponsor and has no ownership, control, or involvement with the Company or the Target. The affiliation between the sponsor and LaRocca
Design exists solely in the context of a separate, unrelated project and the fact that Larocca has provided funding to Stanley Hills,
LLC, which in turn has loaned funds to the Company.

On page 6, we have revised the disclosure to replace the reference
to representative with “I-Bankers Securities Inc.” and to replace “affiliate” with “Sponsor Related Parties”.

On Page 159, we have clarified to refer to the Sponsor and the
Sponsor Related Parties.

Additionally, we have identified that the disclosure on page
159, which currently references results of operations only through June 2024, will be updated to include the results of operations
through September 2024, aligning with the latest financial information.

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

 4. We note your response to prior comment 20 that “[a]s part of its due diligence, Bannix hired a
third-party advisor to provide a fairness opinion.” However, your cover

page and Q&A disclose that “[t]he Company Board
did not obtain a fairness opinion with respect to the consideration to be paid in the Merger.” Please revise to clarify whether
management obtained a third-party fairness or other valuation opinion and file the opinion as an exhibit.

Response

We acknowledge the SEC’s comment and provide the following
clarifications. The Company engaged Marula Capital Group LLC (“Marula”) to provide the referenced fairness opinion. Marula
subsequently advised that its timeline to deliver the fairness opinion would be April 2025. We intended to include the disclosure with
respect to the fairness opinion and attach to the registration statement as an exhibit. However, due to the need to close the Business
Combination in an expedited manner prior to the expiration of the SPAC in March 2025 we have elected to proceed without the fairness opinion.
The disclosure throughout provides that we will proceed without the fairness opinion. Tthe Company issued a termination notice to Marula
on January 21, 2025.

 5. We note your response that you evaluated the transaction, at least in part, “based on the track
records of Target’s key personnel, not the entity itself, as Target was incorporated in March 2024 and has not yet generated revenues.”
Please revise to incorporate your response into the prospectus.

Response

We acknowledge the SEC’s comment regarding the basis of
the Company Board’s evaluation of the Business Combination and have revised the disclosure on page 23 of the S-4 as follows:

However, such diligence and evaluation
were primarily based on the track records of Target’s key personnel, not the entity itself, as Target was incorporated in March
2024 and has not yet generated revenues.

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

 6. We note your response to prior comment 6 where you indicate that you moved the introductory paragraph
on page 23 so that it immediately precedes the tabular disclosures to which it relates on pages 25 and 26. However, it appears you did
not revise your disclosure as indicated. In this regard, the disclosure that immediately follows “A:” is referring to the
ownership table on page 25. Please revise.

Response

We have revised to move the tables located on page 25 to
immediately following the text response in the Q&A titled “What equity stake…” on page 23.

 7. We note your revisions and response to prior comment 7. The 2,254,000 total shares under the maximum
redemption scenario in your table on page 23 does not agree with the 2,524,000 shares in the tables on page 24. Please revise. In addition,
remove the reference to “pro forma” in the net tangible book value, as adjusted, line item, and revise to label the net tangible
book value per share line item as “adjusted.”

Response

We acknowledge the SEC’s comment and will revise the table
on page 23 to correct the inconsistency with the tables on page 24 providing for 2,524,000 shares Assuming Maximum
Redemption. Additionally, we will revise the labeling of the net tangible book value line items as requested.

 8. The number of Bannix shares outstanding in the first table on page 24 in the no redemption column does
not agree to Bannix shares outstanding at September 30, 2024 of 2,848,748. Please revise. In addition, provide us with the calculations
that support the “increase in net tangible book value per share attributable to Bannix shareholders” as disclosed in the first
table on this page, or revise as necessary.

Response

We acknowledge the SEC’s comment regarding the discrepancy
in the number of Bannix shares outstanding and the incorrect calculation of the “increase in net tangible book value per share attributable
to Bannix shareholders” in the first table on page 24. We will revise the table to correct the errors providing that there
are 2,848,748 Bannix shares outstanding. To calculate the “increase in net tangible book value per share attributable to Bannix
shareholders,” we revised footnote 1 to add the following disclosure:

“Calculated as Bannix’s
net tangible book value per share as of September 30, 2024 minus Bannix’s net tangible book value per share as of September 30,
2024, as adjusted.”

 9. Please address the following as it relates to your calculations of both the numerator and denominator
for adjusted net tangible book value on page 24:

 ● Include
                                            an adjustment in the numerator for transaction costs to be incurred in connection with the
                                            business combination transaction, or explain why you believe such an adjustment is not necessary.

 ● Include
                                            an adjustment in the numerator for the advisory services that will be paid
                                            to Subash Menon, or explain why you believe such an adjustment is not necessary.

 ● Include
                                            an adjustment in the numerator for the funds that will be released from trust at each redemption
                                            level.

 ● Revise
                                            the denominator to include the common shares that will be issued upon conversion of the Rights.

 ● Revise
                                            to underscore the amount that immediately precedes total “As adjusted net tangible
                                            book value” and total “As adjusted Bannix shares outstanding” to clearly
                                            indicate the last line items are totals.

Response

We acknowledge the SEC’s comment and agree that the table
on page 24 needs to be corrected. Specifically, we will address the issues with the calculations in both the numerator
(adjusted net tangible book value) and denominator (adjusted Bannix shares outstanding), as well as ensure the presentation aligns with
the SEC’s guidance.

 10. We note your response to prior comment 12 and revised disclosure in footnote (1) on page 25 where you
provide a breakdown of the Sponsor and Other Insider shares. Please revise to make similar revisions to the ownership tables on pages
26, 42, 55, 130 and 135 to ensure all ownership table disclosures are consistent.

Response

We acknowledge the SEC’s comment and will revise the ownership
tables on pages 26, 42, 55, 130, and 135 to include footnote (1) from page 25 for consistency. This
ensures that all ownership disclosures throughout the filing are aligned.

 11. We note your revised disclosure on page 26 and response to prior comment 13. We note you present both
public and private rights separately versus within the Bannix shareholders and Sponsor and Other Insiders lines as you do in all other
ownership tables. Additionally, you include Representative shares and Former Officer and Director shares within Sponsor and Other Insiders
shares here. Grouping shares differently here results in ownership percentages that differ from dilutive ownership information elsewhere,
particularly for the Sponsor & Other Insiders. Please revise this table to be consistent with the dilutive ownership table on page
43. In addition, revise the first line in this table to refer to Bannix public stockholders consistent with disclosures elsewhere.

Response

We acknowledge the SEC’s comment and will revise the table
on page 26 to ensure consistency with the dilutive ownership table on page 43. This will involve directly
replacing the table on page 26 with the table from page 43 and making any necessary adjustments to align
terminology and grouping of shares

 12. We note your response to prior comment 14 and revised disclosure on pages 26 and

27. The disclosures required by Item 1604(c)(1) of Regulation
S-K should be calculated using Bannix’s as adjusted shares as of September 30, 2024, at each redemption level (including Right shares),
plus the 11 million shares that will be issued to the Target. The total of such shares should be multiplied by the $10 per share SPAC
IPO price to arrive at the company valuation (in dollars) at or above which the potential dilution results in the amount of the non-redeeming
shareholders’ interest per share being at least the IPO price per share. In addition, to the extent any shares are excluded from
this calculation (i.e. warrants), include a footnote to your calculations indicating as such. Refer to the example provided in Section
II.D.3.iv.f in SEC Release 33-11265. Please revise.

Response

We acknowledge the SEC’s comment and will revise the calculations
on pages 26 and 27 to align with the requirements outlined in Item 1604(c)(1) of Regulation S-K. The revised
calculations will reflect the methodology described in SEC Release 33-11265, ensuring compliance with the specified guidelines.

What will VisionWave’s liquidity position be following
the Closing?, page 31

 13. We note your disclosure here that following the Closing and assuming no additional
redemptions, VisionWave will have $3.65 million cash on hand. This does not agree to the pro forma cash of $2.39 million on page 131.
Additionally, you

disclose estimated transaction expenses of $0.4 million both
here and on page 51; however, this does not agree to pro forma adjustment (C) on page 136, which reflects transaction expenses of $0.3
million. Please revise to correct these apparent discrepancies or otherwise advise.

Response

We acknowledge the SEC’s comment and will revise the filing
to resolve the discrepancies in cash on hand and transaction expense disclosures between pages 31, 51, and 131, ensuring consistency
across all sections.

What interests do the Sponsor and the Company’s officers
and directors have in the Business Combination?, page 34

 14. You state “At June 30, 2024, the company owes Evie Autonomous LTD

(EVIE) $1,003,995 and $974,015, respectively.” Please
revise to reference the amount owed to EVIE as of Bannix’s most recent balance sheet date of September 30, 2024, and clarify what
period the $974,015 relates to (i.e., December 31, 2023). Similar revisions should be made on pages 48 and 92.

Response

We acknowledge the SEC’s comment and will revise the disclosure
to correct the typographical error, update the reference to the most recent balance sheet date (September 30, 2024), and clarify that
the $974,015 amount refers to December 31, 2023. These changes will be applied to pages 34, 48, and 92.

Summary of the Proxy Statement/Prospectus, page 41

 15. We note your response to prior comment 16 and reissue in part. Please revise here to disclose the nature
(e.g., cash, shares of stock, warrants and rights) and amounts of all compensation that has been or will be awarded to, earned
by, or paid to the SPAC sponsor, its affiliates, and any promoters for all services rendered or to be rendered in all capacities to the
SPAC and its affiliates and the amount of securities issued or to be issued by the