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December 8, 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. 3 to Registration Statement on Form S-4
November 28, 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 [Month day, year] letter.
Amendment No. 3 to Registration Statement on Form S-4 filed November 28, 2023
Unaudited Pro Forma Condensed Combined Financial Information
Earnout Shares, page 123
1.We note your response to prior comment 2 and have the following comments:

•Given the number of earnout shares awarded during each trailing twelve-month
earnout period is not fixed, but settleable with a variable number of earnout shares
based upon the level of revenue and EBITDA performance, it appears that the
earnout arrangement represents a single unit of account that does not qualify for
equity classification under ASC 815-40-15-7D through 15-7F and ASC 815-40-15-
8A. Accordingly, please revise your pro forma financial statements to reflect the
earnout obligation within liabilities or tell us in further detail how your current
presentation is appropriate.

 FirstName LastNameSurendra Ajjarapu
 Comapany NameAIRO Group, Inc.
 December 8, 2023 Page 2
 FirstName LastNameSurendra Ajjarapu
AIRO Group, Inc.
December 8, 2023
Page 2

•Quantify for us the earnout amount reflected in your pro forma financial statements
that is attributable and payable to the sponsor.
AIRO Group Holdings, Inc. - Audited Financial Statements
2. Put-Together Transaction, page F-98
2.We note your responses to comment 5 in your letters dated August 31, 2023 and
November 13, 2023 and have the following comments:

•We are unable to concur with how you have measured the fair value of the contingent
notes payable issued in the acquisitions of AIRO Drone, LLC, Sky-Watch A/S, and
Coastal Defense, Inc. It does not appear that you have valued the contingent notes
payable on the respective acquisition dates and you appear to have used the same
assumptions for the combined valuation, as opposed to key assumptions as of each of
the respective acquisition dates. ASC 805-30-25-5 states that “the consideration the
acquirer transfers in exchange for the acquiree includes any asset or liability resulting
from a contingent consideration arrangement. The acquirer shall recognize the
acquisition-date fair value of contingent consideration as part of the consideration
transferred in exchange for the acquiree.” We would expect that at each individual
acquisition date, the fair value of the consideration, including the contingent notes,
would be valued using the facts and circumstances that exist as of such specific
acquisition date. Similarly, we would expect that all other assumptions used in the
discounted cash flow model, such as revenue and expense projections, growth rates,
and discount rate, would be specific to each individual transaction at the specific
transaction date. We would also anticipate that any probability assumptions used,
such as those associated with risks related to acquisition of all remaining Merger
Entities, the risk of a public event, and the potential of each company extending or
waiving its rescission right, would need to be included in the valuation based on
applicable contractual terms, based on each individual transaction, and based on a
market participant’s perspective.

•We are unclear from a conceptual standpoint how you determined the fair value of
the contingent notes payable is de minimis. Based on your response, we understand
that there were multiple uncertainties existing that would impact the value of the
contingent notes payable. We understand those uncertainties included each Merger
Entity having a rescission right if the public event did not occur coupled with the
potential of extending or waiving those rights, additional acquisitions being pending,
and the IPO or De-SPAC needing to occur by a certain date that was within a
relatively short time period. While we acknowledge these points, it remains unclear
to us how you supported the fair value measurement of the contingent notes payable
at a de minimis value under the requirements of ASC 820. Specifically, it is unclear
why a market participant would not require a premium to assume the liability of the
contingent notes payable, notwithstanding the uncertainties that exist to achieve the

 FirstName LastNameSurendra Ajjarapu
 Comapany NameAIRO Group, Inc.
 December 8, 2023 Page 3
 FirstName LastName
Surendra Ajjarapu
AIRO Group, Inc.
December 8, 2023
Page 3
IPO or De-SPAC. In this regard, we note that the use of contingent consideration to
achieve an IPO or De-SPAC incentivizes the different parties to complete the
mergers in a timely manner, so far as they are able, and not exercise their rescission
right. It remains unclear why a market participant would not assume this was
reasonably achievable given the potential for the time period to be extended. Please
provide support that addresses a valuation consistent with ASC 820.
3.We note your responses to comment 6 in your letters dated August 31, 2023 and
November 13, 2023. We are unable to concur with how you have measured the fair value
of common stock issued in the respective business combinations. ASC 805 requires an
acquirer to determine the fair value of the consideration transferred, including equity
instruments, at the acquisition date fair value. Accordingly, you must measure the
consideration transferred to the seller based on the fair value of the AIRO common stock
at the specific acquisition date for each business combination. We would expect that at
each individual acquisition date, the fair value of the consideration, including the common
stock, would be valued based on the facts and circumstances that exist at that date and
based on the specific AIRO acquiring entity as of the individual acquisition dates.
Similarly, we would expect that all other assumptions used in the discounted cash flow
model, such as revenue and expense projections, growth rates, and discount rate would be
specific to each individual transaction at the specific transaction date and would consider a
market participant’s perspective. Please revise as appropriate.
            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