Correspondence 0001641172-25-003519 from AIRO Group Holdings, Inc. (AIRO)
AIRO Group Holdings, Inc.
Date: April 10, 2025 · CIK: 0001927958 · Accession: 0001641172-25-003519
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285149
Referenced dates: March 5, 2025
Letter
Re: AIRO Group Holdings, Inc. Registration Statement on Form S-1 Filed February 21, 2025 File No. 333-285149
Christina T. Roupas +1 312 881 6670 croupas@cooley.com Via EDGAR
April 10, 2025
U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549
Attention: Dale Welcome Andrew Blume Erin Donahue Jay Ingram
Ladies and Gentlemen:
On behalf of AIRO Group Holdings, Inc. (the " Company "), we are providing this letter in response to comments (the " Comments ") received from the staff of the U.S. Securities and Exchange Commission's Division of Corporation Finance (the " Staff ") by letter dated March 5, 2025 with respect to the Company's Registration Statement on Form S-1 filed on February 21, 2025 (as amended from time to time, the " Registration Statement "). The Company is concurrently submitting Amendment No. 1 to the Registration Statement (" Amendment No. 1 "), which includes changes to reflect responses to the Staff's Comments and other updates.
Set forth below are the Company's responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined in Amendment No. 1.
Registration Statement on Form S-1 filed February 21, 2025 Unaudited Pro Forma Condensed Consolidated Financial Information, page 71
1. We note that this section contains a number of blanks which will be provided by amendment. Please be advised that we may have comments on the pro forma financial statements and related notes when it is substantially completed.
The Company respectfully advises the Staff that the pro forma financial statements and related notes contained in Amendment No. 1 are complete.
Consolidated Financial Statements The Company and Summary of Significant Accounting Policies Investor Notes at Fair Value, page F-13
Cooley LLP 110 N. Wacker Drive Suite 4200 Chicago, IL 60606-1511 t: (312) 881-6500- f: (312) 881-6598 cooley.com
2. Your disclosure states that certain Investor Notes were amended such that the company performed a significance test as of the modification date in accordance with ASC 470-50. Please revise your disclosure to address how the terms of amended investor notes differed from the original notes.
In response to the Staff's comment, the Company has revised the disclosure on pages F–24 and F–25 of Amendment No. 1.
Revolving Lines of Credit and Long-Term Debt Investor Notes at Fair Value, page F-24
3. We refer to the Investor Notes and have the following comments:
● Please revise your disclosure to indicate when the Investor Note agreements were entered into, the net carrying amounts of the extinguished debt, and the calculation of the loss on debt extinguishment.
● Please tell us where the Investor Notes were classified on your consolidated balance sheets prior to the extinguishment of the original Investor Notes.
● Please tell us the reason the loss on debt extinguishment is classified as interest expense on your statement of operations for the year ended December 31, 2024, rather than as a separate line item. Refer to ASC 470-50-40-2 for guidance.
In response to the Staff's comment, the Company has revised the disclosure on pages F-24 and F-25 of Amendment No. 1.
As indicated in the revised disclosure, the Company respectfully advises the Staff that the Investor Notes were classified as current maturities of debt on its consolidated balance sheets prior to the extinguishment of the original Investor Notes.
The Company also respectfully advises the Staff that it is aware of the guidance in ASC 470-50-40-2 that a difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt shall be recognized currently in income of the period of extinguishment as losses or gains and identified as a separate item. However, neither ASC 470-50-40-2 nor Regulation S-X specifies where in the income statement the gains and losses should be presented. In addition, the KPMG Debt & Equity Financing Handbook, dated August 2023, Question 4.5.30, and the PricewaterhouseCoopers Debt Handbook, dated May 31, 2024, Section 12.11.1 provides guidance where the debtor and creditor are unrelated parties, debt extinguishment gain or loss can be presented as interest expense as long as appropriate disclosures are included as to where it was recorded. Due to this guidance and because the debtor and creditor of the Investor Notes are unrelated parties, the Company believes that it has appropriately classified the extinguishment loss in interest expense and has provided additional disclosure of the components of the loss in the applicable footnotes.
Please contact me at (312) 881-6670 with any questions or further comments regarding our responses to the Staff's comments.
Sincerely,
/s/
Christina T. Roupas
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CORRESP
1
filename1.htm
Christina
T. Roupas
+1
312 881 6670
croupas@cooley.com
Via
EDGAR
April
10, 2025
U.S.
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attention: Dale
Welcome
Andrew Blume
Erin Donahue
Jay Ingram
Re: AIRO
Group Holdings, Inc.
Registration Statement on Form S-1
Filed February 21, 2025
File No. 333-285149
Ladies
and Gentlemen:
On
behalf of AIRO Group Holdings, Inc. (the " Company "), we are providing this letter in response to comments (the
" Comments ") received from the staff of the U.S. Securities and Exchange Commission's Division of Corporation
Finance (the " Staff ") by letter dated March 5, 2025 with respect to the Company's Registration Statement
on Form S-1 filed on February 21, 2025 (as amended from time to time, the " Registration Statement "). The Company
is concurrently submitting Amendment No. 1 to the Registration Statement (" Amendment No. 1 "), which includes
changes to reflect responses to the Staff's Comments and other updates.
Set
forth below are the Company's responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of
the Comments, which for your convenience we have incorporated into this response letter in italics. Page references in the text of this
response letter correspond to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined
in Amendment No. 1.
Registration
Statement on Form S-1 filed February 21, 2025
Unaudited Pro Forma Condensed Consolidated Financial Information, page 71
1. We
note that this section contains a number of blanks which will be provided by amendment. Please
be advised that we may have comments on the pro forma financial statements and related notes
when it is substantially completed.
The
Company respectfully advises the Staff that the pro forma financial statements and related notes contained in Amendment No. 1 are complete.
Consolidated
Financial Statements
The Company and Summary of Significant Accounting Policies
Investor Notes at Fair Value, page F-13
Cooley LLP 110 N. Wacker Drive Suite 4200 Chicago, IL 60606-1511 t: (312) 881-6500- f: (312) 881-6598 cooley.com
2. Your
disclosure states that certain Investor Notes were amended such that the company performed
a significance test as of the modification date in accordance with ASC 470-50. Please revise
your disclosure to address how the terms of amended investor notes differed from the original
notes.
In
response to the Staff's comment, the Company has revised the disclosure on pages F–24 and F–25 of Amendment No.
1.
Revolving
Lines of Credit and Long-Term Debt
Investor Notes at Fair Value, page F-24
3.
We refer to the Investor Notes and have the following comments:
● Please
revise your disclosure to indicate when the Investor Note agreements were entered into, the
net carrying amounts of the extinguished debt, and the calculation of the loss on debt extinguishment.
● Please
tell us where the Investor Notes were classified on your consolidated balance sheets prior
to the extinguishment of the original Investor Notes.
● Please
tell us the reason the loss on debt extinguishment is classified as interest expense on your
statement of operations for the year ended December 31, 2024, rather than as a separate line
item. Refer to ASC 470-50-40-2 for guidance.
In
response to the Staff's comment, the Company has revised the disclosure on pages F-24 and F-25 of Amendment No. 1.
As
indicated in the revised disclosure, the Company respectfully advises the Staff that the Investor Notes were classified as current maturities
of debt on its consolidated balance sheets prior to the extinguishment of the original Investor Notes.
The
Company also respectfully advises the Staff that it is aware of the guidance in ASC 470-50-40-2 that a difference between the reacquisition
price of the debt and the net carrying amount of the extinguished debt shall be recognized currently in income of the period of extinguishment
as losses or gains and identified as a separate item. However, neither ASC 470-50-40-2 nor Regulation S-X specifies where in the income
statement the gains and losses should be presented. In addition, the KPMG Debt & Equity Financing Handbook, dated August 2023, Question
4.5.30, and the PricewaterhouseCoopers Debt Handbook, dated May 31, 2024, Section 12.11.1 provides guidance where the debtor and creditor
are unrelated parties, debt extinguishment gain or loss can be presented as interest expense as long as appropriate disclosures are included
as to where it was recorded. Due to this guidance and because the debtor and creditor of the Investor Notes are unrelated parties, the
Company believes that it has appropriately classified the extinguishment loss in interest expense and has provided additional disclosure
of the components of the loss in the applicable footnotes.
Please
contact me at (312) 881-6670 with any questions or further comments regarding our responses to the Staff's comments.
Sincerely,
/s/
Christina T. Roupas
Christina T. Roupas
cc: Captain
Joseph Burns, AIRO Group Holdings, Inc.
Dr. Chirinjeev Kathuria, AIRO Group Holdings, Inc.
Yvan-Claude Pierre, Cooley LLP
Courtney Tygesson, Cooley LLP
Grady Chang, Cooley LLP
Cooley LLP 110 N. Wacker Drive Suite 4200 Chicago, IL 60606-1511 t: (312) 881-6500- f: (312) 881-6598 cooley.com