SecProbe.io

CORRESP
1
filename1.htm

AgEagle
Aerial Systems Inc.

8863
E. 34th Street North

Wichita,
KS 67226

July
25, 2023

VIA
EDGAR & TELECOPY

Mr.
Greg Herbers

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    AgEagle
    Aerial Systems Inc. (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333- 273332) (the “Registration Statement”)

Dear
Mr. Herbers:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on July 27,
2023, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    and

    ●
    The
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

[Signature
page follows]

    Very
    truly yours,

    AGEAGLE
    AERIAL SYSTEMS INC.

    By:

    /s/
    Nicole Fernandez-McGovern

    Name:
    Nicole
    Fernandez-McGovern

    Title:

    Chief
    Financial Officer