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February 14, 2023
Brian Ochocki
Chief Financial Officer
Air T, Inc.
5930 Balsom Ridge Road
Denver, North Carolina 28037
Re:Air T, Inc.
Form 10-K for the Fiscal Year ended March 31, 2022
Filed June 28, 2022
File No. 001-35476
Dear Brian Ochocki:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended March 31, 2022
Financial Statements
Note 24 - Commitments and Contingencies, page 73
1.We note your disclosure regarding Contrail Asset Management LLC (CAM) and the
Contrail JV II LLC (CJVII) joint venture, which are described on pages 4 and 23 as
unconsolidated investments engaged in aircraft asset management.

Please expand your disclosure, under this heading and elsewhere as applicable, to quantify
your ownership interests in these entities, in terms of both economic and voting
interests, and to clarify how you are accounting for the investments.

Please disclose the extent to which the intended operations have commenced, as may
include incremental third party investments, the number of Onshore and Offshore Series
that have been established, as referenced in Section 2.2 of Exhibit 10.100, and the level of
your participation in the Series and how this is determined.

 FirstName LastNameBrian  Ochocki
 Comapany NameAir T, Inc.
 February 14, 2023 Page 2
 FirstName LastName
Brian  Ochocki
Air T, Inc.
February 14, 2023
Page 2

Also disclose the effects reported in your financial statements for each period and address
the guidance in FASB ASC 323-10-50, to the extent applicable.
2.We understand that in connection with the formation of CAM, Mill Road Capital (MRC)
received a put option under which it may require you to purchase its common equity in
CAM for $1 million on any of the first three anniversary dates, and that you have
recognized a corresponding $1 million liability with an offset to equity.

Given that MRC had an initial investment commitment of $45 million please expand your
disclosure to clarify the utility of the $1 million put option, also to explain how you either
have, or will consider the secondary put option described in Section 9.6(b) of Exhibit
10.100, in classifying and valuing the instrument.

Tell us the specific accounting literature that you have relied upon in formulating your
views, also that which has governed your initial recognition of the put option as an offset
to equity.  It should be clear how you are accounting for the investment currently and how
you expect to report the put option once it is subject to fair value adjustment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Lily Dang at (202) 551-3867 or Jenifer Gallagher at (202) 551-3706 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Karl Hiller - Branch Chief at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation