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 VisionWave Holdings, Inc.

 300 Delaware Ave., Suite 210 # 301

 Wilmington, DE 19801

 May 1, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Matthew Derby

 Kathleen Collins

 Re:
 VisionWave Holdings, Inc.

 Acceleration Request for Registration Statement on Form S-4

 File No. 333-284472

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities
Act of 1933, as amended, VisionWave Holdings, Inc. (the "Registrant") hereby respectfully requests that the effective date
of its Registration Statement on Form S-4 (File No. 333-284472), as amended, be accelerated so that it may become effective at 4:00 p.m.
Eastern Time on May 5, 2025, or as soon as practicable thereafter.

 The Registrant respectfully requests
that the Staff notify Mr. Fleming, counsel to the Registrant, at 516-902-6567 or smf@flemingpllc.com, upon declaring the Registration
Statement effective or if there are any issues concerning this acceleration request.

 Thank you for your attention to
this matter.

 Sincerely,

 VisionWave Holdings, Inc.

 By: /s/Douglas Davis

 Name: Douglas Davis

 Title: CEO

 cc:
 Stephen Fleming, Esq.

 Fleming PLLC

 Robert Yaspan, Esq.

CORRESP
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 VISIONWAVE HOLDINGS CORP.

 300 Delaware Avenue, Suite 210 #301

 Wilmington DE 19801

 April 18, 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.

 Amendment No. 3 to Registration Statement on Form S-4
Filed April 7, 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 April 3, 2025 (the "Comment
Letter") relating to the Registration Statement on Form S-4/A submitted April 7, 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.  

 Amendment No. 3 to Form S-4

 Business of Target, page 170

 1. We note your disclosure that "To mitigate a potential situation...[Target] transferred...9,735,888
AVAI shares back to its transfer agent as a book entry as those shares are designated for sale per the Target intentions, but not liquidate.
Target is in active in negotiation to sell the remaining AVAI shares in a fire sale." Please revise to clarify what is meant by Target's
intent to sell but not liquidate and to provide a more complete discussion regarding the definition of fire sale in this context. In addition,
quantify the current value and, to the extent known, the expected value that will be derived from the "fire sale." Finally,
clarify what potential situation Target is attempting to mitigate with these transactions.

 Response

 We have revised the disclosure to state
that:

 ● Target has sold 264,112 AVAI shares through March 7, 2025 generating net proceeds of $137,049 which proceeds
were used for working capital.

 ● Target initially intended to hold the AVAI shares as a long-term investment in its strategic relationship.
However, in an abundance of caution, Target is re-evaluating the AVAI investment due to concerns that retaining a large, illiquid investment
could raise regulatory questions regarding classification under the Investment Company Act of 1940, which the Company seeks to avoid.
As such, Target is evaluating the potential sale of the AVAI shares in a private sale.

 ● As of April 14, 2025, the closing price was $0.45 per share and the Target continues to hold 9,735,888
AVAI Shares.

 ● Target is unable to quantify the expected value of the sale of the AVAI shares.

 Please note that we have removed reference to the term "fire sale"
as this did not accurately reflect Target's position with respect to the AVAI Shares. Specifically, Target intends to hold the AVAI
Shares although it is evaluating the potential sale of the AVAI Shares. Due to the illiquid nature of the AVAI Shares it is unable to
determine the value, if any, it would receive from any potential sale.

 **********************

 Please do not hesitate to contact
our attorney, Stephen Fleming, at 516-902-6567 if you have any questions or comments. Thank you. 

   
 Sincerely, 

   
 /s/ Douglas Davis  

   
 Douglas Davis, CEO 

  

 cc: 
 Stephen M. Fleming, Esq. 
Robert Yaspan, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 April 14, 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. 3 to Registration Statement on Form S-4
 Filed April 7, 2025
 File No. 333-284472
Dear Douglas Davis and Noam Kenig:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the 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 April 3,
2025, letter.

Amendment No. 3 to Form S-4
Business of Target, page 170

1. We note your disclosure that "To mitigate a potential
situation...[Target]
 transferred...9,735,888 AVAI shares back to its transfer agent as a book
entry as those
 shares are designated for sale per the Target intentions, but not
liquidate. Target is in
 active in negotiation to sell the remaining AVAI shares in a fire sale."
Please revise to
 April 14, 2025
Page 2

 clarify what is meant by Target's intent to sell but not liquidate and
to provide a more
 complete discussion regarding the definition of fire sale in this
context. In addition,
 quantify the current value and, to the extent known, the expected value
that will be
 derived from the "fire sale." Finally, clarify what potential situation
Target is
 attempting to mitigate with these transactions.
 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
</TEXT>
</DOCUMENT>

CORRESP
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 VISIONWAVE HOLDINGS CORP.

 300 Delaware Avenue, Suite 210 #301

 Wilmington DE 19801

 April 7, 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.

 Amendment No. 2 to Registration Statement on Form S-4
 Filed March 21, 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 April 3, 2025 (the "Comment
Letter") relating to the Registration Statement on Form S-4/A submitted March 21, 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.  

 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 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.

 Response

 This comment has been resolved by revising the amount
in Adjustment (J) to $25,668 and the amount in Adjustment (M) to $37,458. These revisions adjust the balance in the Trust account to $1,144,642
after recording the following:

 · Interest earned in the Trust account of $25,668,

 · Extension deposits made to the Trust account of $37,458,

 · Share redemptions from the Trust account totaling $2,573,762, and

 · An interest withdrawal from the Trust account of $94,099.

 The updated Trust balance is reflected consistently
throughout the Registration Statement on pages 27, 31, 48, 53, 90, 91, 97, 105, and 135.

 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.

 Response

 This
comment has been resolved by the following revisions:

 ● Adjustment
 (J) was revised to reflect $25,668 on the Trust account line, consistent with the same amount
 reflected on the accumulated deficit line.

 ● Adjustment
 (M) was revised to reflect $37,458 on both the Trust account line and the Due to Related
 Party line, incorporating the March 2025 extension deposit.

 ● Footnote
 disclosure for Adjustment (P) has been added to Note 4 on page 140.

 ● Adjustment
 (O) was relocated to the Scenario 1 column under both cash and cash equivalents and Due to
 Related Party, providing consistent treatment and eliminating any mismatched scenario entries.
 The description for Adjustment (O) in Note 4 has also been revised to reflect that the additional
 funds will be drawn at the closing of the business combination.

 These revisions collectively correct the noted discrepancies
and ensure that all columns foot correctly in both Scenario 1 and Scenario 2.

 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 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.

 Response

 A. Reason for Selling 264,112 AVAI Shares in February and March 2025:

 Target management elected to liquidate a
portion of its AVAI holdings (264,112 shares) as a strategic move to mitigate the risk of being deemed an "investment company"
under the Investment Company Act of 1940. While the AVAI shares were acquired through a strategic relationship, their size, non-alignment
with Target's operational focus, and low liquidity raised concerns regarding regulatory compliance.

 B. Nature and Process of the Sales:

 The 264,112 shares were sold gradually in
open-market transactions over a period of more than 30 trading days. On many trading days, no sales could be executed, and sales were
generally capped at 25% of daily trading volume. This drawn-out sales process illustrates the AVAI shares' illiquidity. Based on
this experience, Target estimates it would take over 50 months to liquidate its remaining 9.7 million shares through the open market.

 C. Accounting Treatment:

 The shares were recorded at historical nominal
cost ($0.001 per share). The gross proceeds of approximately $116,800 will be recorded as a realized gain in Q1 2025 and classified under
"Other Income" per ASC 320-10-35.

 D. Clarification of "Forced Sale" and "Fire Sale":

 These terms were used informally. "Forced
sale" refers to the strategic urgency perceived by management. "Fire sale" indicates a willingness to accept a discount
in a negotiated block transaction in order to exit the position. The Company retains full discretion over whether and when to sell the
remaining shares.

 E. Plan for Remaining 9.7 Million Shares:

 Target is currently negotiating a private
sale of the remaining 9.7 million shares to a strategic buyer. The sale, if at all, would occur as a single block transaction, rather
than over the open market. This step is intended to eliminate potential classification as an investment company, de-risk the balance sheet,
and return the Company's focus to its core AI defense technologies.

 **********************

 Please do not hesitate to contact
our attorney, Stephen Fleming, at 516-902-6567 if you have any questions or comments. Thank you. 

   
 Sincerely,

 /s/ Douglas Davis   

   
 Douglas Davis, CEO 

  

 cc: 
 Stephen
 M. Fleming, Esq. 
 Robert
 Yaspan, Esq.

<DOCUMENT>
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<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
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 VISIONWAVE HOLDINGS CORP.

 300 Delaware Avenue, Suite 210 #301

 Wilmington DE 19801

 March 21, 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/A Filed

 February 27, 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 March 13, 2025 (the "Comment
Letter") relating to the Registration Statement on Form S-4/A submitted February 27, 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.  

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

 Certain Defined Terms, page 14

 1. The definitions of Bannix Common Stock on page 14 and VisionWave Common Stock and VisionWave Preferred Stock on page 16 refer to a
par value of $0.0001 per share. It appears the par value of these shares is $0.01 per share. Please revise or advise.

 Response

 We acknowledge the Staff's comment and have reviewed the
definitions of Bannix Common Stock on page 14 and VisionWave Common Stock and VisionWave Preferred Stock on page 16. The correct par value
for Bannix Common Stock and VisionWave Common Stock is $0.01 per share and we have made the necessary revisions to ensure consistency
throughout the filing.

 Questions and Answers About the Business Combination and the Special
Meeting What equity stake will the Company's current Stockholders and Target Shareholders hold in VisionWave..., page 23

 2. We note from your response to prior comment 15 that you removed pro forma adjustment EE since the Securities Purchase Agreement is
already included as a liability in Bannix's financial statements. Considering this liability has been accrued and will be paid in
cash at closing of the Business Combination, please explain how this transaction will impact your adjusted net tangible book value. Alternatively,
revise to remove this adjustment from the calculation of the numerator.

 Response

 We acknowledge the Staff's comment and clarify that since
the Securities Purchase Agreement liability has already been accrued and included in Bannix's net tangible book value, the corresponding
pro forma adjustment (EE) is no longer necessary.

 Accordingly, we have removed this adjustment from the calculation
of the numerator in the adjusted net tangible book value per share. This ensures that the calculation properly reflects the financial
position of the combined company without double-counting the impact of this accrued liability.

 The updated table reflecting this change is located
on page 26 of the filing.

 What interests do the Sponsor and the Company's officers and directors
have in the Business

 Combination? page 34

 3. You disclose here that approximately $2.84 million in certain costs and obligations will be deferred pursuant to various deferral
agreements, including approximately $300,000 in estimated transaction costs. This differs from pro forma adjustment (C) on page 139 which
reflects the deferral of only $197,000 in estimated transaction costs and results in total deferred costs and obligations of approximately
$2.74 million. Please explain or revise your disclosures here and on pages 45, 50, 162, 195, and F-18. In addition, revise page 194 where
you indicate the related party deferred obligations are payable within four months following the closing of the Business Combination as
this differs from Exhibit 10.4 which indicates such amounts are payable no later than December 31, 2025.

 Response

 We acknowledge the Staff's comment and have made the following
revisions and clarifications to ensure consistency across the filing:

 A.. Pro Forma Adjustment (C)
on Page 139 – The SEC's inquiry appears to arise from a misunderstanding regarding the presentation of deferred transaction
costs. The total amount of transaction costs subject to deferment agreements is $300,000. However, as of December 31, 2024, $110,000 has
already been paid, leaving only $190,000 to be deferred at closing, plus an additional $7,000 in accrued accounting costs.

 • This explains why Adjustment (C) reflects $197,000 instead
of $300,000, as it correctly accounts for the portion already paid.

 • To resolve any potential confusion, we will update the
disclosure within the proxy to explicitly state that $110,000 has already been paid, ensuring clarity that only $190,000 is deferred at
closing.

 • Additionally, all other deferred amounts related to related-party
agreements and the EVIE agreement have been accurately reflected in the pro forma adjustments, in accordance with their respective agreements.

 B. F-18 -We corrected the total deferred amount to reflect the
full $2.84 million.

 C. Page 50 -No changes were necessary, as this section only relates
to Sponsor obligations, which were correctly presented.

 D. Pages 36, 45
and 162 - These sections were reviewed and confirmed to be accurate, as they correctly describe the deferred amounts and their components.
We added to the disclosure about the $300,000 legal that "As of December 31, 2024 the amount of $110,000 been paid, leaving only
$190,000 to be deferred."

 E. Page 195 -We
added the total deferred amounts for consistency across all disclosures. We added to the disclosure about the $300,000 legal that "As
of December 31, 2024 the amount of $110,000 been paid, leaving only $190,000 to be deferred."

 F. Page 194 - We updated the repayment terms of the related party
deferred obligations to reflect that these amounts are payable no later than December 31, 2025, as correctly stated in Exhibit 10.4, rather
than within four months following the closing.

 These revisions ensure that all deferred obligations, estimated
transaction costs, and related party repayment terms are accurately reflected and consistent throughout the filing.

 Unaudited Pro Forma Condensed Combined Financial Information, page 130

 4. Please revise the pro forma condensed combined statement of operations to reflect Bannix's operations for the fiscal year-ended
December 31, 2024, and revise your pro forma adjustments as necessary. Refer to Rule 11-02(c)(2) through (c)(4) of Regulation S-X.

 Response

 We acknowledge the Staff's comment and have made the necessary
revisions to the pro forma condensed combined statement of operations to incorporate Bannix's financial results for the fiscal year
ended December 31, 2024, which comply with Rule 11-02(c)(2) through (c)(4) of Regulation S-X.

 Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet as of

 December 31, 2024, page 139

 5. We note the addition of pro forma adjustment (O), which reflects a draw on due to related parties to provide cash to pay amounts due
under the maximum redemption scenario. Please revise to clarify which related party will be lending these funds and describe the terms
of the loan, including repayment terms.

 Response

 We acknowledge the SEC's request for additional clarification
regarding pro forma adjustment (O) and the related party loan arrangement. We revised to include that:

 The Sponsor will be providing the necessary funding to cover
amounts due under the maximum redemption scenario. This funding will be added to the existing deferred balances owed to the Sponsor. The
loan will bear no interest. The repayment deadline is no later than December 31, 2025.

 The funding is being provided as part of the Sponsor's
continued financial support for the Business Combination.

 Business of Target, page 166

 6. We note your revised disclosures both here and on page 99 where you refer to the acquisition of intellectual property from Tokenize
which was valued at $30 million. Please revise to clarify that the final valuation was governed by a third-party valuation report or otherwise
disclose how you determined the final valuation. Also, clarify that for accounting purposes, this acquisition was recorded at the transferor's
(Tokenize) historical cost such that a nominal amount is reflected in Target's financial statements related to such transaction.

 Response

 We acknowledge the SEC's request for further clarification
regarding the valuation of intellectual property acquired from Tokenize and its accounting treatment.

 Revised Disclosure (Pages 99 and 166):

 The final valuation of the intellectual property acquired from
Tokenize was determined through negotiation between the parties, which resulted in a final agreed valuation of $30 million. This valuation
was $10.1 million lower than Tokenize's internal third-party valuation, reflecting the mutually agreed-upon adjustments between
the parties.

 For accounting purposes, this acquisition was recorded at the
historical cost of the transferor (Tokenize), meaning that only a nominal amount is reflected in Target's financial statements in
accordance with applicable accounting standards.

 Note 1- Description of Organization and Business Operations

 Proposed Business Combination - VisionWave Technologies, page F-14

 7. We note your reference here and on pages F-41 and F-70 in Target and VisionWave's financial statements, respectively, to satisfying
a minimum available cash condition. Based on your response to prior comment 34 in your response letter dated December 27, 2024, the business
combination does not have a minimum cash condition requirement. Please revise or advise.

 Response

 We acknowledge the SEC's comment and confirm that the business
combination does not have a minimum cash condition requirement.

 We have eliminated all references to a minimum available cash
condition from the following pages: F-14, F-41 & F-70

 Investment Company Act 1940, page F-20

 8. Please revise your disclosure regarding the potential safe harbor and to otherwise update for the guidance the SEC provided for SPACs
to consider when analyzing their status under the Investment Company Act of 1940. See SEC Release No. 33-11265, Special Purpose Acquisition
Companies, Shell Companies, and Projections, adopted on January 24, 2024. Please ensure any outdated disclosure is removed.

 Response

 We acknowledge the SEC's comment and have revised the disclosure
on page F-20 to comply with the guidance provided in SEC Release No. 33-11265, "Special Purpose Acquisition Companies, Shell Companies,
and Projections," adopted on January 24, 2024.

 Specifically, we have:

 A. Updated the discussion on the Investment Company Act to align
with the SEC's final rules and removed outdated references to the March 30, 2022, Proposed Rules regarding the "safe harbor"
provisions.

 B. Clarified that the Company has not engaged in investing, reinvesting,
or trading in securities and does not hold itself out as an investment company.

 C. Confirmed that all Trust Account funds are held in demand
deposit accounts compliant with Rule 2a-7 under the Investment Company Act, ensuring that the Company is not engaged in securities trading.

 D. Emphasized that the Company's sole purpose is completing
its Business Combination with VisionWave Technologies Inc., and it has no investment-related operations.

 The revised disclosure now fully reflects the SEC's final
guidance, ensuring that the Company is clearly distinguished from an investment company and remains compliant with the Investment Company
Act of 1940.

 Note 12 - Subsequent Events, page F-33

 9. We note your revised disclosure in response to prior comment 21. Please revise to include disclosure addressing the March 2025 special
meeting to obtain shareholder vote to extend the deadline of the Business Combination up to June 14, 2025. To the extent any shareholders
elect to redeem in connection with the special meeting, ensure you include a quantified discussion of such redemptions and revise your
disclosures throughout the filing accordingly.

 Response

 We acknowledge the SEC's comment and provide the following
response regarding the March 2025 special meeting:

 A. Subsequent Events Scope (Page F-33) - As
per prior SEC comment letters and established accounting principles, subsequent events disclosure covers events up to the date the auditor's
opinion was issued-which in this case is February 18, 2025. Since the special meeting occurred on March 7, 2025, it falls outside
the scope of the subsequent events disclosure in Note 12 on Page F-33 and, therefore, is not included in that section.

 B. Revisions Throughout the Filing - The filing
has been revised throughout to include full disclosure of the March 7, 2025, special meeting.

 VisionWave Technologies Inc.

 Note 2. Basis of Presentation and Summary of Significant Accounting
Policies

 Value of Acquired Securities, page F-45

 10. We note your response to prior comment 23. You state the disclosure that "VisionWave required additional funding for its ongoing
operations, and the parties agreed that Tokenize would invest an additional 10 million AVAI shares" was not meant to convey an explicit
intent to use AVAI shares as a liquid asset. Accordingly, please revise this disclosure, as well as the similarly worded disclosure on
page 175 and elsewhere throughout where you discuss the AVAI transaction, to more clearly describe the true intent of this transaction
as a "strategic partnership" as discussed in your response. Also, revise page 170 to disclose information about this strategic
partnership with AVAI like you do your other strategic partnerships.

 Response

 We acknowledge the SEC's comment and have revised the disclosures
throughout the filing to more clearly convey that the AVAI transaction was structured as a strategic partnership rather than a liquidity
event.

 Clarifications to Pages F-45, F-43, 75, 170, and 175 - The disclosure
now explicitly states that the AVAI transaction was not intended as a liquidity source but rather as a strategic collaboration focused
on AVAI's Avant-AI platform. We added to pages 75, 170, and 175 disclosures regarding the Avant shares: "To mitigate a potential
situation, in attempts of forced sales, since February 2025, Target liquidate 264,112 AVAI shares until March 7, 2025 where then as it
transferred the remaining 9,735,888 AVAI shares back to its transfer agent as a book entry as those shares are designated for sale per
the Target intentions, but not liquidate. Target is in active in negotiation to sell the remaining AVAI shares in a fire sale."

 **********************

 Please do not hesitate to contact
our attorney, Stephen Fleming, at 516-902-6567 if you have any questions or comments. Thank you. 

   
 Sincerely, 

   

 /s/ Douglas Davis

   
 Douglas Davis, CEO 

  

 cc: 

 Stephen M. Fleming, Esq. 

 Robert Yaspan, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 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. 1 to Registration Statement on Form S-4
 Filed February 27, 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 February 11,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-4
Certain Defined Terms, page 14

1. The definitions of Bannix Common Stock on page 14 and VisionWave Common
 Stock and VisionWave Preferred Stock on page 16 refer to a par value of
$0.0001 per
 share. It appears the par value of these shares is $0.01 per share.
Please revise or
 advise.
 March 13, 2025
Page 2

Questions and Answers About the Business Combination and the Special Meeting
What equity stake will the Company's current Stockholders and Target
Shareholders hold in
VisionWave..., page 23

2. We note from your response to prior comment 15 that you removed pro
forma
 adjustment EE since the Securities Purchase Agreement is already
included as a
 liability in Bannix's financial statements. Considering this liability
has been accrued
 and will be paid in cash at closing of the Business Combination, please
explain how
 this transaction will impact your adjusted net tangible book value.
Alternatively,
 revise to remove this adjustment from the calculation of the numerator.
What interests do the Sponsor and the Company's officers and directors have in
the Business
Combination?, page 34

3. You disclose here that approximately $2.84 million in certain costs and
obligations
 will be deferred pursuant to various deferral agreements, including
approximately
 $300,000 in estimated transaction costs. This differs from pro forma
adjustment (C)
 on page 139 which reflects the deferral of only $197,000 in estimated
transaction
 costs and results in total deferred costs and obligations of
approximately $2.74
 million. Please explain or revise your disclosures here and on pages 45,
50, 162, 195,
 and F-18. In addition, revise page 194 where you indicate the related
party deferred
 obligations are payable within four months following the closing of the
Business
 Combination as this differs from Exhibit 10.4 which indicates such
amounts are
 payable no later than December 31, 2025.
Unaudited Pro Forma Condensed Combined Financial Information, page 130

4. Please revise the pro forma condensed combined statement of operations
to
 reflect Bannix's operations for the fiscal year-ended December 31, 2024,
and revise
 your pro forma adjustments as necessary. Refer to Rule 11-02(c)(2)
through (c)(4) of
 Regulation S-X.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as
of
December 31, 2024, page 139

5. We note the addition of pro forma adjustment (O), which reflects a draw
on due to
 related parties to provide cash to pay amounts due under the maximum
redemption
 scenario. Please revise to clarify which related party will be lending
these funds and
 describe the terms of the loan, including repayment terms.
Business of Target, page 166

6. We note your revised disclosures both here and on page 99 where you
refer to the
 acquisition of intellectual property from Tokenize which was valued at
$30 million.
 Please revise to clarify that the final valuation was governed by a
third-party valuation
 report or otherwise disclose how you determined the final valuation.
Also, clarify that
 for accounting purposes, this acquisition was recorded at the
transferor's (Tokenize)
 historical cost such that a nominal amount is reflected in Target's
financial statements
 related to such transaction.
 March 13, 2025
Page 3

Bannix Acquisition Corp.
Note 1- Description of Organization and Business Operations
Proposed Business Combination - VisionWave Technologies, page F-14

7. We note your reference here and on pages F-41 and F-70 in Target and
VisionWave s
 financial statements, respectively, to satisfying a minimum available
cash condition.
 Based on your response to prior comment 34 in your response letter dated
December
 27, 2024, the business combination does not have a minimum cash
condition
 requirement. Please revise or advise.
Investment Company Act 1940, page F-20

8. Please revise your disclosure regarding the potential safe harbor and to
otherwise
 update for the guidance the SEC provided for SPACs to consider when
analyzing their
 status under the Investment Company Act of 1940. See SEC Release No.
33-11265,
 Special Purpose Acquisition Companies, Shell Companies, and Projections,
adopted
 on January 24, 2024. Please ensure any outdated disclosure is removed.
Note 12 - Subsequent Events, page F-33

9. We note your revised disclosure in response to prior comment 21. Please
revise to
 include disclosure addressing the March 2025 special meeting to obtain
shareholder
 vote to extend the deadline of the Business Combination up to June 14,
2025. To the
 extent any shareholders elect to redeem in connection with the special
meeting, ensure
 you include a quantified discussion of such redemptions and revise your
disclosures
 throughout the filing accordingly.
VisionWave Technologies Inc.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Value of Acquired Securities, page F-45

10. We note your response to prior comment 23. You state the disclosure that
 "VisionWave required additional funding for its ongoing operations, and
the parties
 agreed that Tokenize would invest an additional 10 million AVAI shares"
was not
 meant to convey an explicit intent to use AVAI shares as a liquid asset.
Accordingly,
 please revise this disclosure, as well as the similarly worded
disclosure on page 175
 and elsewhere throughout where you discuss the AVAI transaction, to more
clearly
 describe the true intent of this transaction as a "strategic
partnership" as discussed in
 your response. Also, revise page 170 to disclose information about this
strategic
 partnership with AVAI like you do your other strategic partnerships.
 March 13, 2025
Page 4

 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
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

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

February 11, 2025
Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801
Re:VisionWave Holdings, Inc.
Registration Statement on Form S-4
Filed January 24, 2025
File No. 333-284472
Dear Douglas Davis:
            We have reviewed your 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 January 15, 2025 letter.
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.
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.

February 11, 2025
Page 2
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.
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.
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.
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.
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.
Accounting Treatment, page 52
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 8.

February 11, 2025
Page 3
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.
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.
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.
The Company Board's Reasons for the Approval of the Business Combination, page 100
11.We note your revisions in response to prior comment 17. However, both here and on
page 191 you continue to refer to Dr. Rittman as both a consultant and CTO of Target.
Please revise or advise.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Accounting for the Business Combination, page 138
12.Please revise your disclosures here where you refer to the voting power of Bannix
post-Business Combination and the ongoing operations of Bannix to instead refer to
VisionWave.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2024, page 138
13.Please revise pro forma adjustment (C) to remove the discussion of deferment
agreements related to amounts due to Sponsor and Affiliates and the EVIE promissory
note as those agreements are already discussed in pro forma adjustments (H) and (N),
respectively. Revise your discussion of amounts included in pro forma adjustment (C)
to explain that the $250,000 of estimated transaction costs recognized in accumulated
losses have not yet been accrued and include a cross-refence to pro forma adjustment
(CC) to the pro forma statement of operations for the year ended December 31, 2023.
Also, revise to disclose that under Scenario 1 the $311,188 will be paid while under
Scenario 2 such expenses will be deferred. In addition, tell us whether VisionWave or
Target will incur any transaction costs related to the Business Combination and, if so,
revise your pro forma financial statements accordingly.

February 11, 2025
Page 4
14.In response to prior comment 26 in your December 27, 2024, response letter you
removed language that indicated the $200,000 due under the Securities Purchase
Agreement will be forfeited upon liquidation or business combination. However, we
note disclosure on pages F-6 and F-35 continue to disclose such terms. Further, pro
forma adjustment (H) does not address this loan while the actual adjustment appears
to reflect repayment of this loan. Please revise throughout to clarify whether this loan
will be repaid or forfeited upon liquidation or business combination and revise your
pro forma financials to either reflect repayment or forfeiture of this loan, as
applicable.
15.Disclosure in pro forma adjustment (H) refers to the payment of $200,000 due to
Subash Menon for advisory services. However, this amount does not appear to be
included in your Due to Related Party balance as of September 30, 2024. Accordingly,
please revise to remove reference to this loan in pro forma adjustment (H) and,
instead, reflect the repayment of this amount as a reduction to cash and related
increase in accumulated deficit, which corresponds to pro forma adjustment (EE).
16.We note your revisions to pro forma adjustment (N) where you disclose that Scenario
2 reflects the deferral of the payment of the EVIE promissory note, which will
be payable within four months following the close of this Business Combination.
However, we also note the following disclosures where information regarding the
repayment terms appear to differ:
•Page 36 states “four months after upon the date of the consummation” of the
Business Combination.
•Pages 50 and 94 state it is payable upon “the earlier of (a) four months after the
consummation of the Company's initial Business Combination, or (b) the date of
the Company’s liquidation.”
•Page 162 states it is repayable upon “the earlier of (a) the date of the
consummation of the Company's initial Business Combination, or (b) the date of
the Company’s liquidation.”
Please revise throughout to consistently disclose the repayment terms for the EVIE
note, and ensure they agree to the terms of the deferment agreement entered in
December 2024.
17.You state in your response to prior comments 22, 23 and 25 that you will attach
copies of the respective deferment agreements entered on December 26, 2024, and
January 19, 2025. However, we note only one Affiliate Deferral Agreement is
included as Exhibit 10.1, and that agreement is not signed or dated, the counterparty
"Party A" is not identified, and the deferral term only refers to a three-month deferral.
As previously requested, please provide us with a copy of each of the final, signed
agreements for each of these deferral arrangements.
Business of Target, page 164
We note your revised disclosure and response to prior comment 28. Please address the
following. Ensure any revisions here are also made to the disclosure on pages 98 and
99.
•Clarify what is meant by "technological foundations" and "pre-existing
development by key personnel" as indicated in your revised disclosures.18.

February 11, 2025
Page 5
•Tell us whether Target paid any employees, including the CEO and COO,
between formation on March 20, 2024, and September 30, 2024. If not, please
explain how employees were compensated.
•Tell us whether any of Target’s core technologies were revised, enhanced or
otherwise changed between formation on March 20, 2024, and September 30,
2024. If so, tell us how Target recognized related operating costs.
•Explain how Target marketed its products to obtain contracts and generate
business between March 20, 2024, and October 20, 2024. In this regard, we note
your disclosure on pages 100 and 168 state key personnel of Target spent
substantial time fostering a relationship with a U.S. defense contractor that led to
a memorandum of agreement with that party on July 25, 2024. Tell us how
operating costs associated with these activities were recognized.
•Tell us whether Target incurred any overhead costs, such as related to building
leases, utilities, IT, etc., between March 20, 2024, and September 30, 2024. If not,
tell us how Target otherwise supported employees and operations.
•Given Target has had minimal to no operating expenses through September 30,
2024, but began entering contracts around October 20, 2024, revise your MD&A
disclosures to address expected future trends in operating costs and expenses.
VisionWave Management After the Business Combination
Directors and Executive Officers, page 187
19.Your disclosures on page 153 indicate that Mr. Davis will serve as Co-Chairman of
the Board of VisionWave following the closing; however, disclosures here indicate he
will also serve as Chief Executive Officer (CEO) along with Mr. Kenig. Please
explain or revise as necessary. To the extent both Messrs. Davis and Kenig will serve
as CEOs of VisionWave, revise to clarify what each of their roles will be.
Bannix Acquisition Corp. - Notes to Unaudited Condensed Consolidated Financial
Statements
Note 1 - Organization and Business Operations
Liquidity, Capital Resources, and Going Concern, page F-15
20.Please explain your disclosures on pages F-17 and F-46 where you state "Bannix
completed its IPO within the SEC's safe harbor timeline, having entered into a
definitive Business Combination with VisionWave Technologies, Inc. on March 26,
2024, less than 18 months after its IPO." In this regard, we note Bannix consummated
their IPO on September 14, 2021, which is approximately 30 months prior to the
VisionWave agreement.
Note 10 - Subsequent Events, page F-29
21.Please revise to include the date through which subsequent events were evaluated, as
you previously disclosed in this footnote. Refer to ASC 855-10-50-1.

February 11, 2025
Page 6
VisionWave Technologies Inc. - Notes to Unaudited Condensed Financial Statements
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Value of Acquired Securities, page F-72
22.We note your response to prior comment 29. Please provide a detailed analysis to
support your determination that AVAI shares do not trade with sufficient frequency
and volume to provide pricing information on an ongoing basis. In your response
provide the specific trading volumes and bid/ask spreads considered in
determining that AVAI shares do not trade in an active market. Refer to ASC 820-10-
35-36B and 35-44.
23.You state in your response to prior comment 29 you eliminated disclosures indicating
that the purpose of the AVAI transaction was to provide Target with access to
liquidity. Please explain further the purpose of the transaction if it was not for
liquidity purposes. In this regard, disclosures on page F-72 state that "VisionWave
required additional funding for its ongoing operations, and the parties agreed that
Tokenize would invest an additional 10 million AVAI shares." In addition, you state
on page 167 that AVAI shares "can be liquidated as needed to provide additional
working capital."
General
24.We note your revised disclosure and response to prior comment 31. We continue to
note the following discrepancies in your disclosure. As previously requested, and as
indicated in your response, revise to ensure all references are to "Sponsor and Other
Insiders" throughout your filing.
•“Sponsor and its affiliates” on pages 192 and F-29
•“Sponsor and Affiliates” on page 139
•“SPAC Sponsor” on page 41
Although your response to prior comment 30 states that Target owns investment
securities having a value far exceeding 40% of the value of its total assets per the test
in section 3(a)(1)(C) of the Investment Company Act, you assert that Target may rely
on section 3(b)(1).   The exclusion from section 3(a)(1)(C) provided by section 3(b)(1)
is available only to those issuers who can establish that they are primarily engaged,
directly or through a wholly owned subsidiary or subsidiaries, in a business or
businesses other than that of investing, reinvesting, owning, holding, or trading in
securities.  Based on the information that you have provided to date, we are unable to
determine whether Target may be eligible for this exclusion.  If you continue to
believe that Ta

CORRESP
1
filename1.htm

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

January 15, 2025
Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801
Re:VisionWave Holdings, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-4
Submitted December 27, 2024
CIK No. 0002038439
Dear Douglas Davis:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 20, 2024 letter.
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.
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.”

January 15, 2025
Page 2
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.
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.
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.
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.
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."
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.
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 •9.

January 15, 2025
Page 3
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.
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.
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.
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.
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.

January 15, 2025
Page 4
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.
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 SPAC to the SPAC sponsor, its affiliates, and any promoters and the
price paid or to be paid for such securities. We note, for example, that the Summary
Compensation Table for SPAC Sponsor, Affiliates, and Promoters does not
disclose the private placement units, rights, and shares issued to sponsor and its
affiliates and the amount paid for such units/rights/shares.  In addition, disclose the
nature and amounts of any reimbursements to be paid to the SPAC sponsor, its
affiliates, and any promoters upon the completion of a de-SPAC transaction.
Reimbursements would include, for example, fees and reimbursements in connection
with loans extended; fees due; lease, consulting, support services, and  management
agreements with entities affiliated with the sponsor; and reimbursements for out-of-
pocket expenses incurred in performing due diligence or in identifying potential
business combination candidates. Refer to Items 1603(a)(6), 1604(a)(3), and
1604(b)(4) of Regulation S-K.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 55
16.Please revise the ownership table here to refer to Target non-affiliated public
stockholders consistent with all other ownership disclosures throughout your filing
and with the definition on page 17.
The Business Combination Proposal
Background of the Business Combination, page 92
17.We note your response to prior comment 37. However, you continue to refer to Mr.
Rittman as both a Consultant and CTO of Target here and on pages 95, 98, and 187.
Please revise or advise.
18.We note your disclosure on page 97 in response to prior comment 18 which states:
"Bannix’s first formal engagement with Target occurred on January 10, 2024, when
representatives of Bannix were introduced to Mr. Attia. This introduction
occurred  well after Target’s incorporation  and had no influence on its formation ."
Please explain the discrepancy given that the Target was incorporated on March 20,
2024, which is well after the January 10, 2024 initial meeting.

January 15, 2025
Page 5
19.Please expand the background section to explain the basis for the Target's $195
million enterprise value given Target has had limited operations to date, and the date
such enterprise value was determined. Additionally, expand your disclosure on page
98 regarding the underlying reasons for the Company's board approval of the business
combination. Specifically, given that the company entered into the Business
Combination Agreement on March 26, 2024, six days after the Target's formation on
March 20, 2024, provide additional disclosure regarding your assertion that "Target
had already spent substantial time fostering a relationship with a leading U.S. defense
contractor. Furthermore, Target had cultivated a robust potential pipeline of customer
opportunities" To the extent that management considered the track record and
relationships of the Target's key personnel rather than the target's existing operations,
please revise here and elsewhere as appropriate, to clearly indicate as such.
Accounting Treatment, page 103
20.We note your revised disclosure and response to prior comment 17. Please revise here
to ensure your disclosure is consistent with what is provided elsewhere in the
filing about the size of Target versus Bannix. In this regard, you state on pages 51 and
130 that Bannix's size based on total assets is larger in relative size than Target;
but, since Bannix has no operations and no or nominal operating assets, Bannix
considered the pro forma Enterprise Value of Target of $195 million.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 3 - Accounting for the Business Combination, page 136
21.Please explain your reference to EVIE as the accounting acquirer here or revise. Also,
revise the list of items considered in accounting for the Business Combination as a
reverse capitalization to be consistent with your disclosures on page 130.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2024, page 137
22.We note from your revised disclosure in pro forma adjustment C that, under the
maximum redemption scenario, the payment of $0.3 million of transaction costs will
be deferred until after the closing of the Business Combination pursuant to the
deferment agreement. Please revise to disclose how long you have until you must
repay these costs, and any other significant terms of the deferment agreement to which
you refer, including, but not limited to, the date you entered into this agreement. In
your response, provide us with a copy of this agreement.
23.We note your response to prior comment 26 regarding pro forma adjustment H, which
reflects the repayment of due to related party amounts. Please revise to disclose how
long you have until you must pay the accrued compensation amount of $110,400.
Also, revise to disclose the terms of the Affiliate Deferment Agreement, including the
date you entered into the agreement, and include a definition of this term in your
glossary beginning on page 14. In your response, provide us a copy of the agreement.

January 15, 2025
Page 6
24.We note from various Forms 8-K filed by Bannix that on each of October 18,
November 14 and December 13, 2024, the company deposited $16,237 as Extension
payments into the trust. Revise pro forma adjustment M to reflect each of the
payments made after the most recent balance sheet date, through the date of your
amendment.
25.We note your response to prior comment 24 regarding pro forma adjustment N
reflecting the repayment of the EVIE promissory note. Please revise to disclose how
long you have until you must repay this note under a maximum redemption scenario
and the terms of any related deferral agreement with EVIE, as applicable, including
the date EVIE agreed to allow deferral of this repayment. In your response, provide us
with a copy of such agreement.
Bannix Acquisition Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1- Organization and Business Operations
Investment Company Act 1940, page F-17
26.Please revise your disclosure under this heading and on page F-46 regarding the
potential safe harbor and to otherwise update for the guidance the SEC provided for
SPACs to consider when analyzing their status under the Investment Company Act of
1940. See SEC Release No. 33-11265, Special Purpose Acquisition Companies, Shell
Companies, and Projections, adopted on January 24, 2024. Please ensure any outdated
disclosure is removed.
Note 10. Subsequent Events, page F-29
27.Please revise to include a discussion of the various deferral agreements as disclosed in
Bannix's January 3, 2025 Form 8-K. Also, disclose any additional Extension payments
made since September 30, 2024. Refer to ASC 855-10-50-2.
VisionWave Technologies, Inc.
Notes to Unaudited Condensed Financial Statements
Note 1. Organization, page F-67
28.We note your response to prior co

CORRESP
1
filename1.htm

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

Page
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

December 20, 2024
Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801
Re:VisionWave Holdings, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-4
Submitted December 4, 2024
CIK No. 0002038439
Dear Douglas Davis:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our November 15, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-4
Preliminary Proxy Statement of VisionWave Holdings, Inc., page 4
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).

 1.

December 20, 2024
Page 2
•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.
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.
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.
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."
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.
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
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.
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.
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 8.

December 20, 2024
Page 3
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.
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.
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.
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.
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.
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.
 13.

December 20, 2024
Page 4
•Remove the reference to 475,000 Founder Shares held by the Sponsor in footnote
(1) as such shares are not reflected within Bannix public shareholder shares.
14.We note the disclosure on pages 26 and 27 regarding "Implied value per Holdings
Common Stock - Post Closing." Please revise to explain how you calculated each of
the amounts shown in both tables, and include narrative disclosure describing any/all
adjustments, inputs, assumptions, etc. In this regard, the guidance in Item 1604(c)(1)
requires you to disclose, for each redemption level shown here, a statement of the
company's valuation at or above which the potential dilution results in the amount of
non-redeeming shareholders' interest per share being at least the IPO price per share
of common stock.
What happens if a substantial number of the Public Stockholders exercise their redemption
right?, page 30
15.Your disclosure here reflects 19,697 Public Shares as remaining after Redemptions,
which does not agree to your definition of the maximum redemption scenario under
which all remaining public shares are redeemed. Please explain or revise.
Summary of the Proxy Statement/Prospectus, page 41
16.We note your response to prior comment 8 and reissue the comment. 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.
Accounting Treatment, page 51
17.Based on your response and revised disclosures to prior comment 9, it appears Target
will appoint four of the seven directors of VisionWave and that three of the four
planned officers of VisionWave are currently officers of Target. Accordingly, please
tell us why you removed the statements that Target will appoint a majority of the
board of directors and Target's management will comprise the majority of
VisionWave's management in your consideration of the accounting treatment for the
Business Combination. Additionally, we note your disclosure here and on pages 100,
127 and 133 do not include the same information. Please revise wherever you discuss
accounting treatment for the merger to ensure your disclosures are consistent.
The Business Combination Proposal
Background of the Business Combination, page 92
We note your revised disclosures in response to prior comments 10 and 11. Please
revise to provide a more complete discussion regarding:
when Bannix or its affiliates first introduced Tokenize to Target or its •18.

December 20, 2024
Page 5
affiliates and discussed incorporating the GBT Tokenize technology and patents
with Target;
•the operations, products, and technology of the Target, other than the patent
portfolio acquired from GPT Tokenize, between Targets' formation and the date
of this prospectus;
•how the acquisition of the entire right, title and interest of certain patents and
patent applications from Tokenize impacted Target's operations and how such
technology was incorporated into Target's existing products, if any, and the extent
Target's current operations rely mainly on the technology acquired from
Tokenize; and
•how you determined that Bannix was not involved in the formation of the Target,
given the prior discussions and relationship with the Targets' founder and CEO.

Finally, please file the valuation report identified on page F-67 as an exhibit.
19.We note your response to prior comment 10 and that you believe "each of the
transactions surrounding the patents held by GBT Tokenize were held at arms-
length."  Please provide us with a more detailed discussion supporting this belief.  As
part of your response, please consider the prior transaction and negotiations between
GBT Tokenize, Bannix, and EVIE for the patent portfolio, the pre-existing
relationships between all the parties and the Target, the fact that Target had not yet
commenced operations when discussions first began, and any potential conflicts of
interests.
The Company Board's Reasons for the Approval of the Business Combination, page 96
20.We note your disclosure here that "[t]he Board was encouraged by Target’s history of
delivering similar systems to military and security forces worldwide, validating its
credibility and operational track record in the defense sector." Please expand your
disclosure here and elaborate more on Target's history of delivering systems and its
operational track record. In this regard, it appears Target has earned no revenues and
has limited operations to date.  In addition, please provide a more detailed discussion
regarding the "significant due diligence" conducted by the Board and Bannix's
management on Target.
Unaudited Pro Forma Condensed Combined Financial Information, page 125
21.We note from your response to prior comment 5 that you removed references to
"VW" in your narrative disclosure here and instead refer to "Target" and
"VisionWave" in reference to VisionWave Technologies, Inc. and VisionWave
Holdings, Inc, respectively. However, we further note that the historical financial
information column headings and the equity section in your pro forma financial
statements on pages 128 to 130 continue to refer to "VW Holdings" and "VW." Please
revise accordingly.

December 20, 2024
Page 6
Unaudited Pro Forma Condensed Combined Balance Sheet, page 128
22.Revise this header to refer to the balance sheet as of September 30, 2024.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 2a - Reconciliation of Bannix Statement of Operations, page 133
23.Please revise to label the first column as "for the three months ended June 30, 2024"
as this information agrees to Bannix's June 30, 2024, Form 10-Q. Also, it appears the
numbers in the last three line items are in the incorrect columns. In this regard, the
loss before income taxes, provision for income taxes and net loss in the "Total"
column should be in the middle column. The amounts included in the middle column
for these line items should be in the left column, and the amounts in the left column
should be in the right column. Please revise accordingly.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2024, page 133
24.We note your revised disclosure and response to prior comment 16 regarding pro
forma adjustment O. Please revise to clarify the terms of the promissory note that
allow you to defer repayment under the maximum redemption scenario, and address
when and how you intend to repay this note. In this regard, we note from disclosure
elsewhere in the filing (e.g., page 36) that, should a business combination occur prior
to the deadline date, the note must be repaid to EVIE.
25.We note your response to prior comment 17 regarding pro forma adjustment D. Please
revise to reflect the issuance of the shares as VisionWave common stock rather than
Bannix common stock. Similarly, pro forma adjustment H related to the conversion of
rights should also be reflected as VisionWave common stock rather than Bannix
common stock. Please revise.
We note your revised disclosure and response to prior comment 19 regarding pro
forma adjustment G. Please address the following:
•Per disclosure on pages 6, 139 and F-6, you state the $200,000 due under the
Securities Purchase Agreement will be forfeited upon a business combination.
Revise or advise why you are repaying this amount under the no redemptions
scenario.
•Explain why the forgiveness of these amounts is reflected within additional paid-
in capital rather than accumulated deficit in the maximum redemption scenario or
otherwise revise.
•You disclose on page 134 that you made an additional draw on "the promissory
note" of $447,500 to pay Bannix tr

CORRESP
1
filename1.htm

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

November 15, 2024
Douglas Davis
Chief Executive Officer
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE 19801
Re:VisionWave Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted October 16, 2024
CIK No. 0002038439
Dear Douglas Davis:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
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.
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.

November 15, 2024
Page 2
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.
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.
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.
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.
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.
Summary of the Proxy Statement/Prospectus, page 38
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, 8.

November 15, 2024
Page 3
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.
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.
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.

November 15, 2024
Page 4
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
through formation of target and entering into the business combination agreement, as
well as whether Bannix was involved in the formation of  the Target. In addition,
include a  materially complete discussion of any potential conflicts of interest between
the parties.
The Company Board's Reasons for the Approval of the Business Combination, page 91
12.We note your disclosure that “Target also invested in a business valuation, which
aligned well with the Company’s expectations for deal size and growth potential.”
Please revise to provide a materially complete description of the valuation, and file the
valuation referenced here. Refer to Item 1607 of Regulation S-K.
13.Please revise to provide a detailed discussion of the reasons of the SPAC for the
structure and timing of the de-SPAC transaction and any related financing transaction.
Refer to Item 1605(b)(3) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information, page 120
14.Please revise your reference here to the historical audited balance sheet of VW as of
June 30, 2024, as this interim balance sheet is unaudited.
15.On page 4 and elsewhere you refer to customary closing conditions, including the
satisfaction of the minimum available cash condition. Please revise to define
"minimum available cash condition" in the Certain Defined Terms section. In
addition, tell us how this requirement was factored into your pro forma financial
statements.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 2024, page 128
16.We note Bannix has $1,003,995 due to EVIE as of June 30, 2024, which appears to
be due upon a business combination. Please explain why there is no pro forma
adjustment for this amount, or otherwise revise.
17.We note pro forma adjustment D reflects the exchange of Target shares into shares of
VisionWave common stock. Please provide us the calculations to show how you
derived the $110,000 adjustment from the historical APIC of $11,000. Also, explain
why the offsetting adjustment is to common stock par value.
18.Please provide detailed calculations that support the $3,135,477 adjustment to
accumulated deficit and APIC in pro forma adjustment E. In this regard, you state you
do not believe APIC should be negative and, accordingly, certain amounts are
recognized in retained earnings. Please clarify what you mean by this statement and
how it impacted your pro forma adjustments.

November 15, 2024
Page 5
19.We note pro forma adjustment G reflects the forgiveness of the entire due to related
parties balance. Per disclosure on page F-24, it appears the promissory note with
Instant Fame of $840,000, the advances from related affiliated parties of $60,560 and
the expenses paid by related parties of $0 are repayable upon a business combination
and "may be" forgiven if a business combination does not occur and there are
insufficient funds. Further, for the remaining due to related parties items there is no
indication in your disclosure that these amounts will be forgiven. As it appears you
have sufficient cash under the no redemption scenario to repay these amounts, please
tell us why your adjustment reflects the write-off and forgiveness of this entire
balance, and revise as necessary.
20.Please tell us why the $200,000 due to Subash Menon in pro forma adjustment I is
reflected in accounts payable rather than due to related party like other amounts due to
Mr. Menon.
21.Please explain why the adjustment related to excise taxes payable in pro forma
adjustment M is reflected in APIC rather than accumulated deficit.
Other Information Related to the Company
Conflicts of Interest, page 139
22.Please revise to disclose all relevant pre-existing fiduciary or contractual obligations
for each of your officers and directors.  As one non-exclusive example, we note that
Douglas Davis is currently the CEO and co-chair of the board for Bannix.
Business of Target, page 151
23.We note Target does not intend to have any products for sale commercially until
March 2025 at the earliest, has not recognized any revenue to date, and is still in the
development and R&D phase. Additionally, we note Target will require a minimum of
$3 million to fully implement its business plan. Please revise here to discuss the
current status of Target’s operations and business, the additional funding necessary to
implement your business plan, and the anticipated timeline for production of each of
Target’s listed products.
24.We note your disclosure on page F-72 that Target entered into a Memorandum of
Agreement with another entity in July 2024 to collaborate on developing and
manufacturing technology. Please revise here to clarify whether Target is currently a
party to any other collaborative agreements and, if so, revise to disclose the other
party(s), the nature of the collaboration, and whether a firm agreement or contract
exists.
25.We note your disclosure regarding “strategic partnerships in Canada and the United
Arab Emigrants” and “a relationship with a leading U.S. defense contractor”, as well
as on page 91 that the “Target had cultivated a robust potential pipeline of customer
opportunities.” Please revise your disclosure to provide more detail on the stage of
negotiations with these partners, the material terms of any agreements entered
into, and provide balancing disclosure regarding the fact that you have not generated
any revenue to date and the uncertainty that you will ever revenue from these
partnerships/customers.

November 15, 2024
Page 6
26.We note your disclosure that VisionWave’s competitive advantage lies in its AI-
driven solutions and "VisionWave Technologies is at the forefront of revolutionizing
defense capabilities by integrating advanced artificial intelligence  (AI)." Please
provide a more complete description of how you intend to utilize artificial intelligence
in your products and describe your current phase of development. With respect to
artificial intelligence, please indicate if your algorithms are proprietary or open
source, and update you risk factors to reflect the relevant risks.
27.We note that Target does not appear to have commenced the production of  any of its
products. For each of the products listed, please revise your disclosure to discuss the
current status of each product and the anticipated timelines or phases of development.
Manufacturing, page 152
28.We note your disclosure that you have outsourced your manufacturing capabilities.
Please revise to provide a discussion of the material terms of your agreements with
manufacturing facilities, any milestone payments or material financial terms, and
termination provisions, Also, file the agreements as exhibits or tell us why it is not
required.  Refer to Items 101(h)(4) and 601(b)(10) of Regulation S-K.
Intellectual Property, page 153
29.Please revise your disclosure to discuss all your material issued or pending patents,
whether owned or licensed. For each material patent or patent application, revise to
disclose the following. Refer to Item 101(h)(4)(vii) of Regulation S-K.
• the specific product or technology to which each patent relates;
• the type of patent protection;
• the expiration dates; and
• applicable material jurisdictions, including any foreign jurisdiction.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Target
Liquidity and Capital Resources, page 155
30.Please revise to disclose the amount of capital and funding Target will need to operate
for the next 12-months and beyond the next 12-months, and how long Target
estimates it can continue to operate with current available funds. In this regard, we
note your disclosure on page 53 that Target would require a minimum of $3.0 million
in capital to fully implement its proposed business plan. Additionally, describe any
known material trends, favorable or unfavorable, in Target's capital resources or
liquidity that will result in or that are reasonably likely to result in Target's liquidity
increasing or decreasing in any mater