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VISIONWAVE HOLDINGS CORP.

300 Delaware Avenue, Suite 210 #301

Wilmington DE 19801

February 26, 2025 

 

Via Edgar 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Aliya Ishmukhamedova

  Re:

  VisionWave Holdings, Inc.

  Registration Statement on Form S-4 Filed

  January 24, 2025

  File No. 333-284472

Dear 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 February 11, 2025 (the “Comment
Letter”) relating to the Registration Statement on Form S-4 submitted January 24, 2025 (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. 

Registration Statement on Form S-4 Preliminary Proxy Statement,
page 4

1.       Please
revise your cover page to reflect that Sponsors and other insiders hold 2,041,600 shares consisting of 484,000 Sponsor shares, 961,600
Anchor Investor shares, and 596,000 Former Sponsor shares, in line with your disclosure on page 23.

Response

We acknowledge the Staff’s comment and have revised the cover page
to ensure the disclosure is in line with the disclosure on page 23.

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

2.       Please
incorporate your response to prior comment 4 regarding your engagement of Marula Capital Group
LLC and the referenced fairness opinion in this registration statement.

Response

We acknowledge the Staff’s comment and have
revised page 23 of the Questions and Answers About the Business Combination and the Special Meeting section to incorporate the response
to prior comment 4 into the Questions and Answers section.

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

3.       We note
the table you added at the top of page 25. Please explain to us, and revise your disclosures to better describe, what this table is intended
to convey.

Response

We acknowledge the Staff’s comment and provide
the following clarification. The table on page 25 is intended to illustrate the impact of dilution on non-redeeming Public Stockholders
under various redemption scenarios and the effect of warrant exercises on post-closing share ownership. Specifically, the table conveys:

A. Dilution Effects of Redemptions – It shows
how different levels of redemptions (ranging from 0% to Maximum Redemption) impact the post-closing ownership structure and the implied
value per share.

B. Additional Dilution from Warrant Exercises –
It further demonstrates the effect of exercising public and private warrants and how that would impact total shares outstanding and the
value per share.

C. Excluding Sponsor and Insider Holdings –
It provides an additional view by excluding Sponsor and Other Insider holdings to highlight the impact only on public stockholders.

To improve clarity, we have revised the disclosure
immediately before the table to convey the above information.

4.       Please
revise to remove the table at the top of page 26 showing net tangible book value as of September 30, 2024, and the related increase in
net tangible book value per share attributable to Bannix’s stockholders as this information is not required under the guidance in
Item 1604(c) of Regulation S-K.

Response

We acknowledge the Staff’s comment and have
removed the table at the top of page 26 showing net tangible book value as of September 30, 2024 along with the related disclosure regarding
the increase in net tangible book value per share attributable to Bannix’s stockholders. Please note that we have updated the financial
statements throughout to reflect December 31, 2024.

5.       We note
your revised adjusted net tangible book value per share calculations in response to prior comment 9. Please revise the numerator adjustment
for “transaction costs attributed to Bannix” on page 26 to only reflect those transactions costs that are not currently included
in Bannix’s most recent balance sheet. In this regard, based on adjustment CC to the pro forma statement of operations for the year
ended December 31, 2023, it appears this adjustment should be $250,000. In addition, remove the brackets from the dilution per share to
SPAC public shareholders on page 25.

Response

We acknowledge the Staff’s comment and have
made the following revisions:

This comment has been resolved by revising the numerator adjustment for
transaction costs attributed to Bannix in the table on page 26 to only reflect those transaction costs that are not currently included
in Bannix’s December 31, 2024 balance sheet. The brackets have been removed from the dilution per share to public shareholders on
page 25.

6.       We note
your revised disclosure on page 27 and response to prior comment 12. Please revise to state this table excludes the impact of 7,306,000
shares underlying Bannix public and private warrants, and disclose the total shares and total valuation for each redemption level under
a fully diluted scenario that includes the impact of these shares. Also, explain your reference to the IPO offering price of Iron Horse
or otherwise revise.

Response

We acknowledge the Staff’s comment and have
made the following revisions:

This comment has been resolved by adding a footnote to the disclosure on
page 27 stating that total shares outstanding post de-SPAC Excludes the dilutive effect of 6,900,000 shares representing outstanding Bannix
Public Warrants and 406,000 shares representing outstanding Bannix Private Warrants. A fully diluted scenario that includes the shares
underlying the Public and Private Warrants has been added. The reference to Iron Horse has been revised to refer to Bannix.

Summary of the Proxy Statement/Prospectus, page
41

7.       We note
your response to prior comment 15 and reissue the comment. Please provide in tabular format, the terms and amount of all compensation,
including founder shares, private placement units, and reimbursements, received or to be received by Former Sponsors, Anchor Investors,
Sponsor, its affiliates and promoters in connection with the business combination. Outside of the table, disclose the extent to which
that compensation and securities issuance has resulted or may result in a material dilution of the equity interests of non-redeeming shareholders
of the special purpose acquisition company. A cross reference to other locations of related disclosures in the prospectus is not sufficient.
Ensure your disclosures addresses each aspect of Item 1604(b)(4) and 1603(a)(6) of Regulation S-K. The compensation table should disclose
the number of securities issued by the SPAC to the SPAC Sponsor, its affiliates, and any promoters and the price paid or to be paid for
such securities, or tell us why you believe you do not need to include those securities as compensation.

Response

We acknowledge the Staff’s comment and have
revised page 42 to present all compensation-related disclosures in a tabular format, ensuring full compliance with Item 1604(b)(4) and
1603(a)(6) of Regulation S-K. The revised table now provides detailed information on:

 ● Stock awards (shares and warrants)

● Amounts paid

 ● Salary and other compensation

 ● Compensation received or to be received by
Former Sponsors, Anchor Investors, the Sponsor, its affiliates, and promoters in connection with the Business Combination

A. Lock-Up Agreements (Item 1603(a)(6))

There are no lock-up agreements currently in place
for the Sponsor, Former Sponsor, or Anchor Investors. Accordingly, we have included an explicit disclosure immediately following the table
to confirm that no restrictions exist on the transfer of these securities post-merger.

B. Material Financing Transactions & Potential
Dilution

 ● The table and accompanying disclosure provide
clear transparency regarding all securities issuances and related compensation.

 ● We confirm that none of the disclosed issuances
will result in material dilution to non-redeeming shareholders.

● The total merger consideration is 11 million
shares, making the collective holdings of the Sponsor, Anchor Investors, and Former Sponsor relatively immaterial in the context of the
overall transaction.

C. Redemption Rights

 ● None of the holders listed in the compensation
table are entitled to redeem their shares.

 ● A disclosure clarifying this has been added
to ensure that investors understand there are no redemption risks associated with these securities.

D. Future Dilution Considerations

 ● There are no anticipated sources of dilution
tied to the Sponsor, Former Sponsor, or Anchor Investors beyond what is disclosed in the table.

 ● This ensures that non-redeeming shareholders
are not subject to additional dilution from undisclosed future equity issuances.

We have also added additional disclosure following
the table on page 42 confirming the above.

Accounting Treatment, page 52

8.       We note
your revised disclosure in response to prior comment 20, where you state, “Target is the larger entity based on historical revenues
and business operations.” In response to comment 9 from our November 15, 2024, comment letter, you removed such disclosure and instead
indicated “Bannix’s size based on total assets is larger in relative size to Target, however Bannix has no operations and
no or nominal operating assets...therefore Bannix considered the pro forma Enterprise Value of Target of $195 million.” Please explain
your current disclosures or revise as necessary. To the extent you intend to retain your current disclosures, and as previously requested,
explain in detail how you determined that Target is the larger entity based on historical revenues and business operations given that
Target has not earned any revenues through September 30, 2024. Finally, ensure your disclosure here is consistent with disclosure on pages
105, 132 and 138, as applicable.

Response:

We acknowledge the Staff’s comment and confirm
our intention to retain our current disclosure stating that “Target is the larger entity based on historical revenues and business
operations.” To provide additional clarity, we have expanded our disclosure on pages 52, 105, and 132 to further substantiate this
determination.

While Target has not yet generated revenues until
the date of this report/proxy, it has engaged in significant operational activities that, in Bannix’s view, strongly indicate an
imminent transition to revenue generation.

 ● Major Pilot Programs & Near-Term Deliveries

Since Q4 2024, Target has been engaged in multiple
pilot programs with major defense companies, including:

 ● A defense pilot project in the UAE, following
a competitive selection process against leading global defense firms. This $216,150 testing trial began in Q4 2024 and is continuing into
Q1 2025.

 ● A demonstration with a leading U.S.-based defense
contractor, which began in Q4 2024 and is continuing into Q1 2025, showcasing three Target products.

 ● A proposal submitted in partnership with a
U.S.-based defense contractor to the U.S. Army Rapid Capabilities Joint C-sUAS Office (JCO), aiming for inclusion in a NATO and U.S. Army
procurement program.

 ● Collaboration with the Israeli Ministry of
Defense, with initial real-world deployments of Target’s solutions that began in Q4 2024 and are expected to continue into 2025.

 ● Operational Readiness & Technological Advancements

 ● For now, Target’s seven innovative products
across three distinct categories have reached technology readiness levels suitable for commercial deployment.

 ● These products are currently undergoing final
testing, optimization, and validation with customers before moving into full-scale manufacturing and deployment, upon receiving purchase
orders.

Given the above, Bannix reasonably and conservatively
believes that Target is on a clear path to securing revenues, supported by active pilots with major defense customers, firm commitments
for testing and deployment, and a proven technological foundation ready for commercialization.

We have updated the disclosure on pages 52, 105, and
132 to ensure consistency throughout the document. However, as financial disclosures on page 138 will be replaced with December 2024 financials,
no changes are needed on that page.

Risk Factors

If we are deemed to be an investment company under
the Investment Company Act..., page 74

9.       We note
your disclosure here that “[t]he proceeds held in the trust account may be invested by the trustee only in United States government
treasury bills.” This appears inconsistent with your disclosure on page F-7, where you state: “[t]he Company has since divested
its investments in the Trust Account and placed the funds in an interest- bearing demand deposit account.” Please revise to address
the inconsistency.

Response

We acknowledge the Staff’s comment and have
revised the disclosure on page 74 to ensure consistency with the disclosure on page F-7. The last paragraph on page 74 previously stated
that the proceeds held in the trust account “may be invested by the trustee only in United States government treasury bills”,
which is inconsistent with the current status of the trust account as disclosed in the financial statements.

The revised disclosure on page 74 now correctly reflects
that the Company has divested its investments in the Trust Account and placed the funds in an interest-bearing demand deposit account,
consistent with the disclosure on page F-7.

This revision ensures consistency between the Risk
Factors section and the financial disclosures while accurately reflecting the current status of the trust account.

The Business Combination Proposal

Background of the Business Combination, page 94

10.       We note
your response to prior comment 19 and reissue the comment. Please expand the background section to explain the basis for Target’s
$110 million enterprise value given Target has had limited operations to date.

Response

Response

We acknowledge the Staff’s comment and have
expanded the Background of the Business Combination section on page 94 to provide a more detailed explanation of the basis for Target’s
$110 million enterprise value. This revised disclosure includes an in-depth description of the valuation methodologies deployed by Bannix,
supported by Target’s secured customer engagements, advanced defense technology, and ongoing negotiations with major defense contractors
and government agencies.

The enterprise valuation of $110 million for Target
was not determined arbitrarily but based on a rigorous assessment utilizing multiple valuation methodologies, including market multiple
analysis, comparable transaction benchmarking, discounted cash flow projections, and early-stage funding valuation techniques.

A. Valuation Methodologies Used by Bannix to Assess
Target’s Enterprise Value

To derive a well-supported valuation, Bannix employed
a combination of quantitative financial models and qualitative assessments to capture Target’s market potential, defense sector
positioning, and expected revenue generation timeline.

i. Market Multiple Approach

Bannix analyzed over 15 publicly traded defense-tech
companies, focusing on firms that:

 ● Operate within the aerospace, defense, and
unmanned systems sectors.

 ● Have technology readiness levels (TRL) comparable
to Target’s product line.

 ● Provide a relevant benchmark for Enterprise
Value-to-Revenue (EV/Revenue) and Enterprise Value-to-EBITDA (EV/EBITDA) multiples.

Adjustments were made to account for Target’s
early-stage status, secured pilots, and customer engagements.

ii. Comparable Transaction Me