SecProbe.io

January 8, 2025
Captain Joseph Burns
Chief Executive Officer
AIRO Group Holdings, Inc.
5001 Indian School Road NE, Suite 100
Albuquerque, NM 87110
Re:AIRO Group Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted December 13, 2024
CIK No. 0001927958
Dear Captain Joseph Burns:
            We have reviewed your draft registration statement and have the following
comment(s).
            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.
Draft Registration Statement on Form S-1 submitted December 13, 2024
General
1.Please revise, in the appropriate section, to describe the various factors considered in
determining the offering price. Refer to Item 505(a) of Regulation S-K.
2.Please revise, in the appropriate section, to include a description of your property.
Refer to Item 102 of Regulation S-K.
3.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications.

January 8, 2025
Page 2
Industry and Other Data, page iii
4.We note your disclosure that certain industry data included in your registration
statement was obtained from third-party sources. Please clarify whether you
commissioned any of the third-party data presented in your registration statement. To
the extent that you commissioned any such data, please provide the consent of the
third party in accordance with Rule 436 of the Securities Act.
Summary Consolidated Financial Data, page 14
5.We note the place holders in your table for "Pro forma net loss per share" and "Pro
forma weighted-average shares" that will be computed using "pro forma net loss."
Please provide pro forma financial statements pursuant to and compliant with Article
11 of Regulation S-X. In doing so, ensure the pro forma financial statements reflect all
transactions expected to occur in connection with your offering, such as the
conversion of debt and the vesting of stock-based awards.
Risk Factors
Our amended and restated certificate of incorporation will provide that the Court of
Chancery..., page 55
6.We note your disclosure that the federal district courts shall be the exclusive forum for
actions arising under the Securities Act. Please state that there is uncertainty as to
whether a court would enforce such provision.
Use of Proceeds, page 64
7.We note your disclosure regarding the intended use of proceeds. Please revise to
include the approximate amount intended to be used for each purpose. Refer to Item
504 of Regulation S-K.
8.We note you intend to use a portion of the proceeds to repay certain convertible
promissory notes. Please revise to include a description of the promissory notes to be
paid, including the amount outstanding, interest rate, and maturity date. Refer to
Instruction 4 to Item 504 of Regulation S-K. Also please ensure the use of proceeds
section is consistent with the business combinations section beginning on page 73 and
investor notes section on page 83.
Business Combinations, page 73
9.Please revise your disclosure to clarify the amount outstanding under the Sky-Watch
Promissory Note. Also please clarify if the amount outstanding under the Sky-Watch
Promissory Note will become due five business days following this offering. If so,
please discuss the impact the payments will have on your liquidity and capital
resources after the offering. Also disclose the source of the funds to be used to make
such payments.

January 8, 2025
Page 3
Key Factors Affecting Our Performance
Global Supply Chain, page 74
10.We note your disclosure on page 24 that you expect current supply chain issues to
continue into 2025. Please discuss whether supply chain disruptions materially affect
your outlook or business goals. Specify whether these challenges have materially
impacted your results of operations or capital resources and quantify, to the extent
possible, how your sales, profits, and/or liquidity have been impacted.
11.We note you have implemented actions and programs designed to mitigate the
impacts of supply chain disruptions. Revise to discuss known trends or uncertainties
resulting from mitigation efforts undertaken. Explain whether any mitigation efforts
introduce new material risks, including those related to product quality, reliability, or
regulatory approval of products.
Investor Notes, page 83
12.Please revise this section to clarify the maturity date of each investor note. We note
disclosure that certain investor notes are to be paid prior to the closing of the BCA
Transactions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Goodwill, page 89
13.Given the significant goodwill recorded in your Electric Air Mobility segment, a
"development stage" segment which has not generated significant revenue to-date,
please expand your disclosures related to the 2024 impairment test to address the
following:

•Discuss the changes to your revenue assumptions that resulted in an increase
of projected revenue in years 1 and 2 of commercialization as compared to prior
revenue estimates from your prior year testing date of October 1, 2023 for the
same two-year period.

•Please address your current estimate of when you expect commercialization for
the Jaunt Journey and the downscaled cargo version of the Jaunt Journey will take
place and how the timelines changed from prior impairment assessments.

•Your disclosure states that “Mid-term and long-term EBITDA projections at
maximum capacity have not significantly changed compared to our prior year
testing date of October 1, 2023, but the shifting and corresponding discounting of
these projections resulted in a significant decrease in the fair value of the Electric
Air Mobility segment, which indicated impairment.” Please more fully explain
how your EBITDA projections have shifted.

•Disclose in reasonable detail your plans for this reporting unit to achieve
profitability in the future. Your discussion should address the likelihood and
anticipated timing of your plans and assumptions coming to fruition.

January 8, 2025
Page 4
Business
Overview, page 95
14.Please provide a basis for the statements relating to the total addressable market for
your four business segments. If these estimates are based on industry reports, provide
a citation to such reports. Please make corresponding changes to page 6.
Employment Arrangements with our Named Executive Officers, page 133
15.Please disclose if you have entered into employment agreements with each of your
named executive officers. If you have entered into employment agreements with these
executive officers, please provide a description and file the agreements as exhibits to
your registration statement. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, page
151
16.Please clarify if the Court of Chancery of the State of Delaware exclusive forum
provision applies to the Exchange Act.
            Please contact Dale Welcome at 202-551-3865 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please contact Patrick Fullem at 202-551-8337 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Christina T. Roupas