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May 23, 2023
Philip Colton
Shareholder
Winthrop & Weinstine, P.A.
225 S 6th Street
Minneapolis, MN 55402
Re:AIR T, Inc.
Schedule TO-I filed May 18, 2023
File No. 005-33793
Dear Philip Colton:
            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. Defined terms used herein have the same meaning as in your offer materials, unless
otherwise noted.
            Please respond to these comments 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.
Schedule TO-I filed May 18, 2023
General
1.We note your disclosure that “the Exchange Offer is condition[ed] on the registration of
the TruPS shares to be delivered in the Exchange Offer with the Commission,” that the
“registration statement, upon filing, is incorporated herein by reference” and that
“[s]tockholders will receive a Prospectus with respect to the TruPS shares to be exchanged
in the Exchange Offer when available.”  Similar disclosure appears elsewhere in your
offering materials.  The registration requirements of Section 5 of the Securities Act extend
to both the offer and the sale of securities; therefore, the registration statement registering
the offer and sale of the TruPS should have been filed and disseminated when the tender
offer commenced to avoid a Section 5 violation.  Please advise how you intend to proceed.
2.Refer to our last comment above.  If you believe an exemption from the registration
requirements of Section 5 is available, please identify the exemption in your response
letter, describe the facts you believe support your reliance on it, and provide a legal

 FirstName LastNamePhilip Colton
 Comapany NameWinthrop & Weinstine, P.A.
 May 23, 2023 Page 2
 FirstName LastName
Philip Colton
Winthrop & Weinstine, P.A.
May 23, 2023
Page 2
analysis explaining why the exemption applies including cites to applicable authority
supporting your determination.  We note that the issuer of the Common Shares and the
TruPS are two different entities.
3.You are attempting to use a modified Dutch auction tender offer structure for an exchange
offer, where both sets of securities are publicly traded and will fluctuate in value based on
daily trading prices.  In addition, the range in this modified Dutch auction is not less than
1.05 and not more than 1.40 TruPS per Share.  The .35 difference between the low and
high ratios in the range represents a difference of over 25% above the lowest end of the
range.  We have concerns that the use of the modified Dutch auction structure in this
context, and the range selected here, do not satisfy the requirements of Item 4 of Schedule
TO and Item 1004(a) of Regulation M-A thereunder and may be confusing for
shareholders.  Please revise or advise.
            Our comments above focus on material structural issues with the Exchange Offer as
currently structured.  If and when the offer is revised to address these concerns, we will address
disclosure-related issues with your offer materials.  We remind you that the filing persons are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions