SecProbe.io

January 30, 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.
Amendment No. 1 Draft Registration Statement on Form S-1
Submitted January 16, 2025
CIK No. 0001927958
Dear Captain Joseph Burns:
            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 January 8, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed January 16, 2025
Summary Consolidated Financial Data, page 14
We note your response to prior comment 5 indicates that pro forma financial
statements are not required and would not be material to an investor in light of the
information included in your filing. Considering the number of transactions that will
occur in connection with the closing of the offering and "given that the BCA
Transactions were not consummated," including, but not necessarily limited to, the
settlement of the Fixed Conversion Obligations and Investor Notes
and various issuances and vesting of common stock, please tell us, with reference to
Rule 11-01(a)(8) of Regulation S-X, how you determined that pro forma financial 1.

January 30, 2025
Page 2
statements reflecting such adjustments would not be material information to investors.
In doing so, quantify for us the estimated impact of such transactions, including the
total amount of debt expected to be converted or extinguished, the total stock-based
expense expected to be incurred, and any other gains or losses expected to be
recognized. Please also refer to the prohibition set forth in Rule 11-02(a)(12)(ii) of
Regulation S-X.
Non-GAAP Financial Measures, page 78
2.We note that you present adjusted EBITDA margin but do not present the most
directly comparable GAAP measure, net income (loss) margin, with equal or
greater prominence. Please revise your disclosure accordingly. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Division of
Corporation Finance Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
Critical Accounting Policies and Estimates
Goodwill, page 89
3.We note the disclosure revisions made in response to prior comment 13, including
your disclosure on page 91 that the projected aircraft production timing for the Jaunt
Journey was revised to 2031 from the previous estimate of 2028. Please tell us and
revise your disclosures to clarify why the Jaunt Journey commercialization timing
change resulted in "an escalation of sales price" and explain how this disclosure is
consistent with the subsequent statement that the "foregoing escalation rate and
production volume of the Jaunt Journey remained consistent with prior year
projections."
Exhibits
4.We note your disclosure in the footnotes to the exhibit index that parts of certain
information has been redacted. If you intend to redact information pursuant to Item
601(b)(10)(iv) of Regulation S-K, please revise each applicable exhibit to include a
prominent statement on the first page of such redacted exhibit that certain identified
information has been excluded because it is both not material and the type of
information that the registrant treats as private or confidential. For instance, we note
Exhibits 10.15, 10.16, 10.17, 10.18, 10.19, 10.20, and 10.22 are marked as containing
omitted information, but do not contain the relevant statement.

January 30, 2025
Page 3
            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 Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Christina T. Roupas