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November 16, 2023
Surendra Ajjarapu
Chief Executive Officer
AIRO Group, Inc.
515 Madison Avenue, 8th Floor, Suite 8078
New York, NY 10022
Re:AIRO Group, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed August 31, 2023
File No. 333-272402
Dear Surendra Ajjarapu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 16, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed August 31, 2023
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 122
1.We note your presentation of a pro forma negative cash balance on the pro forma balance
sheet.  With reference to applicable U.S. GAAP, please tell us why you believe it is
appropriate to present a pro forma negative cash balance, as opposed to a liability or other
presentation.

 FirstName LastNameSurendra Ajjarapu
 Comapany NameAIRO Group, Inc.
 November 16, 2023 Page 2
 FirstName LastName
Surendra Ajjarapu
AIRO Group, Inc.
November 16, 2023
Page 2
Earnout Shares, page 126
2.We note your response to prior comment 1 and have the following comments:

•Although we understand that “the issuance of the Earnout Shares to the
securityholders is not dependent on the securityholders’ employee or ex-employee
status,” please explain how you determined that the substance of the potential sponsor
payments does not represent compensation for services provided in their capacity as
sponsors.

•Explain in more detail how the earn-out provision is earned. For example, assume in
the first twelve-month period that ParentCo’s revenue exceeded $358.9 million. Tell
us whether the holder would also receive the 6.6 million shares for each of the two
lower revenue triggers (that is, where revenue is greater than or equal to $42.6
million, and where revenue is greater than or equal to $141.4 million for the first time
during the Earnout Eligibility Period), in addition to the 6.6 million shares for
ParentCo’s revenues exceeding $358.9 million for this period. If so, tell us how you
determined the settlement provisions permit equity classification under ASC 815-40-
15-7D through -7F.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 128
3.We note your response to comment 9 in your letter dated June 30, 2023. We are unable to
concur with your recognition of a forward purchase receivable asset under ASC 480.
Please tell us how you considered whether your initial payment of cash to Meteora under
this agreement is similar to a receivable arising from transactions involving a registrant’s
capital stock, which would be presented as a deduction from stockholders’ equity as
specified in Rule 5.02-29 of Regulation S-X. Additionally, to the extent that you conclude
a subscription receivable is the appropriate accounting and presentation for this
agreement, tell us how you evaluated the subscription receivable for any embedded
derivatives under ASC 815, including an embedded written put option on your shares. If
you have officially decided to terminate the agreement, please provide us with an update
of such negotiations.
4.Please address the following comments related to the detail of footnote (1) presented on
page 131:

•We note that the adjustments to the cash and cash equivalents line items do not
appear to correctly sum under all scenarios.  Revise your disclosures as necessary.

•Ensure that the net changes to the cash and cash equivalents, forward purchase
receivable, and additional paid-in capital line items, for each scenario, agree to the
corresponding adjustment (1) amounts on the pro forma balance sheet.

 FirstName LastNameSurendra Ajjarapu
 Comapany NameAIRO Group, Inc.
 November 16, 2023 Page 3
 FirstName LastName
Surendra Ajjarapu
AIRO Group, Inc.
November 16, 2023
Page 3
5.We note from your response to comment 2 and related disclosures that Kernel Group
Holdings, Inc. ("Kernel") is required to provide $50 million in unencumbered cash as a
closing condition to the business combination. We further note that the pro forma
financial statements reflect a cash contribution of $15 million that appears contingent on
Kernel "obtaining...equity investments." Please address the following comments related to
this arrangement:

•Clarify for us the terms and conditions of Kernel's contribution, including
the source(s) of the funds and whether the contribution is reliant on contingent
events, such as a successful equity raise. To the extent that there are not formal
agreements in place that substantiate Kernel's ability to provide the unencumbered
cash payment, remove the applicable pro forma effects of adjustment (6).

•Clarify why the pro forma financial statements assume a $15 million contribution and
not amounts that achieve the "required" $50 million. To the extent that any scenarios
reflected in the pro forma financial statements would not allow consummation of the
business combination, ensure you provide clear and prominent disclosure of such
circumstances.

•Provide clear and prominent disclosure that the $50 million unencumbered cash
requirement may be waived by AIRO Group Holdings, Inc..
6.We note your response to prior comment 3. Please reconcile for us and explain in detail
the reasons for the difference between the $10 common stock valuation used in the
settlement of the Extension Loans and the $22.95 common stock valuation applied to
other transactions.
Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations, page
134
7.We note that the amounts disclosed in adjustment (cc) do not total to the adjustment
included on the pro forma statements of operations.  Please revise your disclosures as
necessary.
AIRO Group Holdings, Inc. - Audited Financial Statements
2. Put-Together Transaction, page F-95
8.Please note that we are still evaluating your response to prior comment 5, including the
supplemental response filed on November 13, 2023, regarding your accounting treatment
for the contingent consideration issued in the acquisitions of AIRO Drone, LLC, Sky-
Watch A/S, and Coastal Defense, Inc., and may have additional comments.

 FirstName LastNameSurendra Ajjarapu
 Comapany NameAIRO Group, Inc.
 November 16, 2023 Page 4
 FirstName LastName
Surendra Ajjarapu
AIRO Group, Inc.
November 16, 2023
Page 4
9.Please note that we are still evaluating your response to prior comment 6, including the
supplemental response filed on November 13, 2023, regarding your accounting treatment
for the fair value of the common stock issued as partial consideration in the acquisitions of
Sky-Watch A/S, Jaunt Air Mobility LLC, and Coastal Defense, Inc., and may have
additional comments.
            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:       Kate Bechen