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CORRESP Filing

AIRO Group Holdings, Inc.
Date: June 11, 2025 · CIK: 0001927958 · Accession: 0001641172-25-014626

Offering / Registration Process Regulatory Compliance Business Model Clarity

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File numbers found in text: 333-285149

Date
June 11, 2025
Author
Chief
Form
CORRESP
Company
AIRO Group Holdings, Inc.

Letter

AIRO Group Holdings, Inc.

Indian School Road NE, Suite 100

Albuquerque, NM 87110

June 11, 2025

VIA EDGAR

Office of Technology

Division of Corporation Finance

U.S. Securities and Exchange Commission

F Street, N.E.

Washington, D.C. 20549

Attn: Dale Welcome, Andrew Blume, Patrick Fullem and Jay Ingram

Re: AIRO Group Holdings, Inc.

Registration Statement on Form S-1, as amended (File No. 333-285149)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, AIRO Group Holdings, Inc. (the " Company ") hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the " Registration Statement ") and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on June 12, 2025, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

Once the Registration Statement has been declared effective, please orally confirm that event with Christina Roupas of Cooley LLP at (312) 881-6670 or, in her absence, Courtney Tygesson of Cooley LLP at (312) 881-6680.

Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company's request for acceleration of the effectiveness of the Registration Statement.

Very
truly yours,
AIRO
Group Holdings, Inc.

Show Raw Text
CORRESP
 1
 filename1.htm

 AIRO
Group Holdings, Inc.

 5001
Indian School Road NE, Suite 100

 Albuquerque,
NM 87110

 June
11, 2025

 VIA
EDGAR

 Office
of Technology

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Dale Welcome, Andrew Blume, Patrick Fullem and Jay Ingram

 Re:
 AIRO
 Group Holdings, Inc.

 Registration Statement
 on Form S-1, as amended (File No. 333-285149)

 Request for Acceleration
 of Effective Date

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, AIRO Group Holdings, Inc. (the " Company ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") accelerate the effective date
of the above-referenced Registration Statement on Form S-1 (as amended to date, the " Registration Statement ") and
declare the Registration Statement effective as of 4:00 p.m. Eastern time, on June 12, 2025, or as soon thereafter as possible, or at
such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Christina Roupas of Cooley LLP at (312)
881-6670 or, in her absence, Courtney Tygesson of Cooley LLP at (312) 881-6680.

 Under
separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company's
request for acceleration of the effectiveness of the Registration Statement.

 Very
 truly yours,

 AIRO
 Group Holdings, Inc.

 /s/
 Joseph Burns

 By:
 Captain
 Joseph D. Burns

 Title:
 Chief
 Executive Officer

 cc:

 Dr. Chirinjeev Kathuria,
 AIRO Group Holdings, Inc.

 Christina Roupas, Cooley
 LLP

 Yvan-Claude Pierre,
 Cooley LLP

 Courtney Tygesson,
 Cooley LLP

 Grady Chang, Cooley
 LLP

 Jonathan Sarna, Latham
 & Watkins LLP